RESIDENTIAL ASST MORT PROD GMACM MT PS THR CERTS SER 2003-J9
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>ex101.txt
<TEXT>





















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                  RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
                                   Company,

                          GMAC MORTGAGE CORPORATION,
                                   Servicer

                                      and

                             JPMORGAN CHASE BANK,
                                    Trustee

                        POOLING AND SERVICING AGREEMENT

                         Dated as of December 18, 2003

                       GMACM Mortgage Loan Trust 2003-J9
                   Residential Asset Mortgage Products, Inc.
           GMACM Mortgage Pass-Through Certificates, Series 2003-J9




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                                                  TABLE OF CONTENTS

                                                                                                                Page


<S>                    <C>                                                                                      <C>
ARTICLE I              DEFINITIONS..............................................................................  9

         Section 1.01.         Definitions......................................................................  9

         Section 1.02.         Use of Words and Phrases......................................................... 48

ARTICLE II             CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES.......................... 48

         Section 2.01.         Conveyance of Mortgage Loans..................................................... 48

         Section 2.02.         Acceptance by Trustee............................................................ 52

         Section 2.03.         Representations, Warranties and Covenants of the Servicer........................ 53

         Section 2.04.         Representations and Warranties of the Seller..................................... 54

         Section 2.05.         Execution and Authentication of Certificates..................................... 56

         Section 2.06.         Purposes and Powers of the Trust Fund............................................ 56

ARTICLE III            ADMINISTRATION AND SERVICING OF MORTGAGE LOANS........................................... 56

         Section 3.01.         Servicer to Act as Servicer...................................................... 56

         Section 3.02.         Subservicing Agreements Between Servicer and Subservicers; Enforcement of
                               Subservicers' and Seller's Obligations........................................... 58

         Section 3.03.         Successor Subservicers........................................................... 58

         Section 3.04.         Liability of the Servicer........................................................ 58

         Section 3.05.         No Contractual Relationship Between Subservicer and Trustee or
                               Certificateholders............................................................... 58

         Section 3.06.         Assumption or Termination of Subservicing Agreements by Trustee.................. 59

         Section 3.07.         Collection of Certain Mortgage Loan Payments; Deposits to Custodial Account...... 59

         Section 3.08.         Subservicing Accounts; Servicing Accounts........................................ 61

         Section 3.09.         Access to Certain Documentation and Information Regarding the Mortgage Loans..... 62

         Section 3.10.         Permitted Withdrawals from the Custodial Account................................. 63

         Section 3.11.         Maintenance of the Primary Insurance Policies; Collections Thereunder............ 65

         Section 3.12.         Maintenance of Fire Insurance and Omissions and Fidelity Coverage................ 65

         Section 3.13.         Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements;
                               Certain Assignments.............................................................. 67

         Section 3.14.         Realization Upon Defaulted Mortgage Loans........................................ 69





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                                                  TABLE OF CONTENTS
                                                     (continued)

                                                                                                                Page


<S>                    <C>                                                                                      <C>

         Section 3.15.         Trustee to Cooperate; Release of Mortgage Notes.................................. 71

         Section 3.16.         Servicing and Other Compensation; Compensating Interest.......................... 73

         Section 3.17.         Periodic Filings with the Securities and Exchange Commission;
                               Additional Information........................................................... 74

         Section 3.18.         Annual Statement as to Compliance................................................ 75

         Section 3.19.         Annual Independent Public Accountants' Servicing Report.......................... 75

         Section 3.20.         Rights of the Company in Respect of the Servicer................................. 75

         Section 3.21.         Administration of Buydown Funds.................................................. 75

ARTICLE IV             PAYMENTS TO CERTIFICATEHOLDERS........................................................... 76

         Section 4.01.         Payment Account.................................................................. 76

         Section 4.02.         Distributions.................................................................... 77

         Section 4.03.         Statements to Certificateholders................................................. 89

         Section 4.04.         Distribution of Reports to the Trustee and the Company; Advances by
                               the Servicer..................................................................... 90

         Section 4.05.         Allocation of Realized Losses.................................................... 91

         Section 4.06.         Reports of Foreclosures and Abandonment of Mortgaged Property.................... 92

         Section 4.07.         Optional Purchase of Defaulted Mortgage Loans.................................... 93

         Section 4.08.         Determination of LIBOR........................................................... 93

ARTICLE V              THE CERTIFICATES......................................................................... 94

         Section 5.01.         The Certificates................................................................. 94

         Section 5.02.         Registration of Transfer and Exchange of Certificates............................ 95

         Section 5.03.         Mutilated, Destroyed, Lost or Stolen Certificates............................... 101

         Section 5.04.         Persons Deemed Owners........................................................... 101

         Section 5.05.         Appointment of Paying Agent..................................................... 101

         Section 5.06.         Optional Purchase of Certificates............................................... 102

ARTICLE VI             THE COMPANY AND THE SERVICER............................................................ 103

         Section 6.01.         Respective Liabilities of the Company and the Servicer.......................... 103

         Section 6.02.         Merger or Consolidation of the Company or the Servicer; Assignment
                               of Rights and Delegation of Duties by Servicer.................................. 103

         Section 6.03.         Limitation on Liability of the Company, the Servicer and Others................. 104

         Section 6.04.         Company and Servicer Not to Resign.............................................. 105




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                                                  TABLE OF CONTENTS
                                                     (continued)

                                                                                                                Page


<S>                    <C>                                                                                      <C>
ARTICLE VII            DEFAULT................................................................................. 105

         Section 7.01.         Events of Default............................................................... 105

         Section 7.02.         Trustee to Act; Appointment of Successor........................................ 107

         Section 7.03.         Notification to Certificateholders.............................................. 109

         Section 7.04.         Waiver of Events of Default..................................................... 109

ARTICLE VIII           CONCERNING THE TRUSTEE.................................................................. 109

         Section 8.01.         Duties of Trustee............................................................... 109

         Section 8.02.         Certain Matters Affecting the Trustee........................................... 111

         Section 8.03.         Trustee Not Liable for Certificates or Mortgage Loans........................... 113

         Section 8.04.         Trustee May Own Certificates.................................................... 113

         Section 8.05.         Servicer to Pay Trustee's Fees and Expenses; Indemnification.................... 113

         Section 8.06.         Eligibility Requirements for Trustee............................................ 114

         Section 8.07.         Resignation and Removal of the Trustee.......................................... 114

         Section 8.08.         Successor Trustee............................................................... 115

         Section 8.09.         Merger or Consolidation of Trustee.............................................. 116

         Section 8.10.         Appointment of Co-Trustee or Separate Trustee................................... 116

         Section 8.11.         Appointment of Custodians....................................................... 117

         Section 8.12.         Appointment of Office or Agency................................................. 117

         Section 8.13.         Representations and Warranties of the Trustee................................... 118

ARTICLE IX             TERMINATION............................................................................. 119

         Section 9.01.         Termination Upon Purchase by the Servicer or Liquidation of All Mortgage Loans.. 119

         Section 9.02.         Additional Termination Requirements............................................. 121

ARTICLE X              REMIC PROVISIONS........................................................................ 122

         Section 10.01.        REMIC Administration............................................................ 122

         Section 10.02.        Servicer, REMIC Administrator and Trustee Indemnification....................... 125

         Section 10.03.        Designation of REMIC(s)......................................................... 126

         Section 10.04.        Distributions on Uncertificated REMIC I Regular Interests, REMIC II
                               Regular Interests, and REMIC III Regular Interests.............................. 126

         Section 10.05.        Compliance with Withholding Requirements........................................ 127




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                                                  TABLE OF CONTENTS
                                                     (continued)

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<S>                     <C>                                                                                     <C>
ARTICLE XI              MISCELLANEOUS PROVISIONS............................................................... 127

         Section 11.01.        Amendment....................................................................... 127

         Section 11.02.        Recordation of Agreement; Counterparts.......................................... 129

         Section 11.03.        Limitation on Rights of Certificateholders...................................... 129

         Section 11.04.        Governing Law................................................................... 130

         Section 11.05.        Notices......................................................................... 130

         Section 11.06.        Required Notices to Rating Agency and Subservicer............................... 131

         Section 11.07.        Severability of Provisions...................................................... 132

         Section 11.08.        Supplemental Provisions for Resecuritization.................................... 132

         Section 11.09.        Allocation of Voting Rights..................................................... 133

         Section 11.10.        Non-Petition.................................................................... 133

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                               TABLE OF CONTENTS
                                  (continued)


                                   EXHIBITS


Exhibit A-1:  Form of Class A Certificate

Exhibit A-2:  Form of Class IO Certificate

Exhibit A-3:  Form of Class PO Certificate

Exhibit B:    Form of Class M Certificate

Exhibit C:    Form of Class B Certificate

Exhibit D:    Form of Class R Certificate

Exhibit E:    Mortgage Loan Schedule

Exhibit F:    Form of Request for Release

Exhibit G-1:  Form of Transfer Affidavit and Agreement

Exhibit G-2:  Form of Transferor Certificate

Exhibit H:    Form of Investor Representation Letter

Exhibit I:    Form of Transferor Representation Letter

Exhibit J:    Form of Rule 144A Investment Representation Letter

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

Exhibit L:    Schedule of Discount Fractions

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

Exhibit N:    Form of Custodian Certification

Exhibit O:    Aggregate Planned Principal Balance Table

Exhibit P-1   Form of Form 10-K Certification

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









                                     -v-
<PAGE>

         This is the Pooling and Servicing Agreement, dated as of December 18,
2003 (the "Pooling and Servicing Agreement" or "Agreement"), among RESIDENTIAL
ASSET MORTGAGE PRODUCTS, INC., as the company (together with its permitted
successors and assigns, the "Company"), GMAC MORTGAGE CORPORATION, as servicer
(together with its permitted successors and assigns, the "Servicer"), and
JPMORGAN CHASE BANK, a New York State banking corporation, as Trustee
(together with its permitted successors and assigns, the "Trustee").

                            PRELIMINARY STATEMENT:

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


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

<S>                <C>          <C>                <C>                 <C>
   Class A-1         5.50%       $64,500,000.00     January 25, 2034        Class A-1,
                                                                            Class A-7
   Class A-2         5.50%       $80,000,000.00     January 25, 2034        Class A-2,
                                                                            Class A-7
   Class A-3         5.50%       $25,193,000.00     January 25, 2034        Class A-3,
                                                                            Class A-7
   Class A-4         5.50%       $98,352,000.00     January 25, 2034     Component A-4-1,
                                                                         Component A-5-1,
                                                                             Class A-6
                                                                             Class A-9,
                                                                             Class A-10,
                                                                             Class A-14
Component A-4-2      5.25%       $30,360,000.00     January 25, 2034     Component A-4-2
Component A-5-2      7.50         $3,795,000.00     January 25, 2034     Component A-5-2,
                                                                             Class A-6
   Class A-8         5.50%       $27,600,000.00     January 25, 2034        Class A-8
   Class A-11        5.50%       $34,350,000.00     January 25, 2034        Class A-11
   Class A-12        5.50%       $44,600,000.00     January 25, 2034        Class A-12
   Class A-13        5.50%       $17,603,900.00     January 25, 2034        Class A-13
   Class A-15        5.50%        $1,325,000.00     January 25, 2034        Class A-7,
                                                                            Class A-15
   Class M-1         5.50%        $6,301,000.00     January 25, 2034        Class M-1
   Class M-2         5.50%        $2,700,000.00     January 25, 2034        Class M-2
   Class M-3         5.50%        $1,800,000.00     January 25, 2034        Class M-3
   Class B-1         5.50%          $900,000.00     January 25, 2034        Class B-1
   Class B-2         5.50%          $900,000.00     January 25, 2034        Class B-2
   Class B-3         5.50%          $900,700.48     January 25, 2034        Class B-3
    Class IO           (2)                $0.00     January 25, 2034        Class IO
    Class PO         5.50%        $8,860,865.65     January 25, 2034        Class PO
    REMIC II         5.50%               $33.33     January 25, 2034        Class R-II
Regular Interest
    REMIC III        5.50%               $33.34     January 25, 2034        Class R-III
Regular Interest

_________________________

(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 amount equal to
      the aggregate Stated Principal Balance of the Non-Discount Mortgage
      Loans immediately prior to such Distribution Date.








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         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, the REMIC II 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 II Regular Interests. None of the REMIC II Regular
Interests will be certificated.



















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                                                       Latest            Related
   REMIC II        REMIC II      Initial               Possible          Class of
   Regular         Remittance    Uncertificated        Maturity          Certificates
   Interests       Rate          Balance               Date(3)           or Components
   ---------       ----------    --------------        --------          -------------

<S>                <C>          <C>                 <C>                 <C>
   Class A-1         4.00%       $64,500,000.00      January 25, 2034      Class A-1
   Class A-2         3.95%       $80,000,000.00      January 25, 2034      Class A-2
   Class A-3         5.00%       $25,193,000.00      January 25, 2034      Class A-3
Component A-4-1      5.25%       $22,604,000.00      January 25, 2034    Component A-4-1
Component A-4-2      5.25%       $30,360,000.00      January 25, 2034    Component A-4-2
Component A-5-1      7.50%       $11,302,000.00      January 25, 2034    Component A-5-1,
                                                                           Class A-6
Component A-5-2      7.50         $3,795,000.00      January 25, 2034    Component A-5-2,
                                                                           Class A-6
   Class A-7         5.50%                $0.00(4)   January 25, 2034      Class A-7
   Class A-8         5.50%       $27,600,000.00      January 25, 2034      Class A-8
   Class A-9         6.00%       $33,247,000.00      January 25, 2034      Class A-9
   Class A-10        6.00%       $23,003,000.00      January 25, 2034      Class A-10
   Class A-11        5.50%       $34,350,000.00      January 25, 2034      Class A-11
   Class A-12        5.50%       $44,600,000.00      January 25, 2034      Class A-12
   Class A-13        5.50%       $17,603,000.00      January 25, 2034      Class A-13
   Class A-14        0.00%        $8,196,000.00      January 25, 2034      Class A-14
   Class A-15        5.00%        $1,325,000.00      January 25, 2034      Class A-15
   Class M-1         5.50%        $6,301,000.00      January 25, 2034      Class M-1
   Class M-2         5.50%        $2,700,000.00      January 25, 2034      Class M-2
   Class M-3         5.50%        $1,800,000.00      January 25, 2034      Class M-3
   Class B-1         5.50%          $900,000.00      January 25, 2034      Class B-1
   Class B-2         5.50%          $900,000.00      January 25, 2034      Class B-2
   Class B-3         5.50%          $900,700.48      January 25, 2034      Class B-3
   Class IO            (5)                $0.00      January 25, 2034      Class IO
   Class PO          5.50%        $8,860,865.65      January 25, 2034      Class PO
   REMIC III         5.50%               $33.34      January 25, 2034      Class R-III
Regular Interest

________________________

(3)   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.

(4)   The Class A-7 REMIC II Regular Interest shall consist of three
      components, each with a notional amount relating to its respective class
      of REMIC I Regular Interests as follows: (i) a component related to the
      Class A-1 REMIC I Regular Interest in a notional amount equal to
      27.27272727% of the Uncertificated Balance of the Class A-1 REMIC I
      Regular Interest, (ii) a component related to the Class A-2 REMIC I
      Regular Interest in a notional amount equal to 28.18181818% of the
      Uncertificated Balance of the Class A-2 REMIC I Regular Interest, and
      (iii) a component related to the Class A-3 REMIC I Regular Interest and
      the Class A-15 Regular I Regular Interest in a notional amount equal to
      9.09090909% of the sum of the Uncertificated Balance of the Class A-3
      REMIC I Regular Interest and the Class A-15 REMIC I Regular Interest.

(5)   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 amount equal to
      the aggregate Stated Principal Balance of the Non-Discount Mortgage
      Loans immediately prior to such Distribution Date.


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



















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                                 Aggregate
                                  Initial
                    Pass-       Certificate
                   Through       Principal                                                           Fitch/         Maximum
 Designation        Rate          Balance                Features(6)              Maturity Date      Moody's     Denominations(7)
 -----------        ----          -------                --------                 -------------      -------     -------------

<S>               <C>          <C>                 <C>                          <C>                  <C>         <C>
 Class A-1(8)       4.00%      $64,500,000.00       Component/Senior/PAC/        January 25, 2034     AAA/Aaa     $25,000.00
                                                        Fixed Rate
Component A-1-1     4.00%      $45,000,000.00       Senior/PAC/Fixed Rate
Component A-1-2     4.00%      $19,500,000.00       Senior/PAC/Fixed Rate
 Class A-2          3.95%      $80,000,000.00       Senior/PAC/Fixed Rate        January 25, 2034     AAA/Aaa     $25,000.00
 Class A-3          5.00%      $25,193,000.00         Senior/PAC/Super           January 25, 2034     AAA/Aaa     $25,000.00
                                                      Senior/Fixed Rate
 Class A-4(9)       5.25%      $52,964,000.00       Component/Senior/PAC/        January 25, 2034     AAA/Aaa     $25,000.00
                                                    Accretion Directed/
                                                        Fixed Rate
Component A-4-1     5.25%      $22,604,000.00       Senior/PAC/Accretion
                                                    Directed/Fixed Rate
Component A-4-2     5.25%      $30,360,000.00       Senior/PAC/Fixed Rate
 Class A-5(10)       (11)      $15,097,000.00       Component/Senior/Floater/    January 25, 2034     AAA/Aaa     $25,000.00
                                                     PAC/Accretion Directed/
                                                         Variable Rate

Component A-5-1                $11,302,000.00        Senior/Floater/PAC/
                                                     Accretion Directed/
                                                        Variable Rate
Component A-5-2                 $3,795,000.00        Senior/Floater/PAC/
                                                        Variable Rate
Class A-6            (12)             (13)          Senior/Inverse Floater/      January 25, 2034     AAA/Aaa         (14)
                                                     PAC IO/Interest Only/
                                                        Variable Rate
Class A-7           5.50%               $0.00(15)   Senior/PAC IO/Interest       January 25, 2034     AAA/Aaa         (16)
                                                       Only/Fixed Rate
Class A-8           5.50%      $27,600,000.00       Senior/Lockout/Accrual/      January 25, 2034     AAA/Aaa     $25,000.00
                                                         Fixed Rate
Class A-9           6.00%      $33,247,000.00       Senior/Accrual/Accretion     January 25, 2034     AAA/Aaa     $25,000.00
                                                    Directed/PAC/Fixed Rate
Class A-10          6.00%      $23,003,000.00       Senior/Accrual/Companion/    January 25, 2034     AAA/Aaa     $25,000.00
                                                         Fixed Rate
Class A-11          5.50%      $34,350,000.00       Senior/Lockout/Accretion     January 25, 2034     AAA/Aaa     $25,000.00
                                                     Directed/Fixed Rate
Class A-12          5.50%      $44,600,000.00       Senior/Lockout/Accretion     January 25, 2034     AAA/Aaa     $25,000.00
                                                     Directed/Fixed Rate
Class A-13          5.50%      $17,603,900.00       Senior/Lockout/Accrual/      January 25, 2034     AAA/Aaa     $25,000.00
                                                      Accretion Directed/
                                                         Fixed Rate
Class A-14          0.00%       $8,196,000.00       Senior/Principal Only/       January 25, 2034     AAA/Aaa     $25,000.00
                                                         Companion
Class A-15          5.00%       $1,325,000.00         Senior/PAC/Senior          January 25, 2034     AAA/Aaa     $25,000.00
                                                     Support/Fixed Rate
Class PO            0.00%       $8,860,865.65       Senior/Principal Only        January 25, 2034     AAA/Aaa     $25,000.00
Class IO          Variable              $0.00(18)   Senior/Interest Only/        January 25, 2034     AAA/Aaa         (19)
                   Rate(17)                            Variable Rate
Class R-I           5.50%              $33.33         Senior/Residual/           January 25, 2034     AAA/Aaa         (20)
                                                        Fixed Rate
Class R-II          5.50%              $33.33         Senior/Residual/           January 25, 2034     AAA/Aaa         (12)
                                                        Fixed Rate
Class R-III         5.50%              $33.34         Senior/Residual/           January 25, 2034     AAA/Aaa         (12)
                                                        Fixed Rate
Class M-1           5.50%        $6,301,00.00        Mezzanine/Fixed Rate        January 25, 2034      AA/NA      $25,000.00
Class M-2           5.50%       $2,700,000.00        Mezzanine/Fixed Rate        January 25, 2034       A/NA     $250,000.00
Class M-3           5.50%       $1,800,000.00        Mezzanine/Fixed Rate        January 25, 2034     BBB/NA     $250,000.00
Class B-1           5.50%         $900,000.00       Subordinate/Fixed Rate       January 25, 2034      BB/NA     $250,000.00
Class B-2           5.50%         $900,000.00       Subordinate/Fixed Rate       January 25, 2034       B/NA     $250,000.00
Class B-3           5.50%         $900,700.48       Subordinate/Fixed Rate       January 25, 2034      NA/NA     $250,000.00
</TABLE>


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_______________________

(6)   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.

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

(8)   For purposes of calculating distributions of principal on the Class A-1
      Certificates, the Class A-1Certificates shall be composed of the two
      Components described in the table above and such Components shall have
      the designations and Initial Component Principal Balance set forth
      therein. The Holders of the Class A-1 Certificates shall be entitled to
      receive the portion of the Senior Principal Distribution Amount paid on
      any Distribution Date to such related Components pursuant to Section
      4.02(b) hereof. The Components of the Class A-1 Certificates may not be
      transferred separately.

(9)   For purposes of calculating distributions of principal on the Class A-4
      Certificates, the Class A-4 Certificates shall be composed of the two
      Components described in the table above and such Components shall have
      the designations and Initial Component Principal Balance set forth
      therein. The Holders of the Class A-4 Certificates shall be entitled to
      receive the portion of the Senior Principal Distribution Amount paid on
      any Distribution Date to such related Components pursuant to Section
      4.02(b) hereof. The Components of the Class A-4 Certificates may not be
      transferred separately.

(10)  For purposes of calculating distributions of principal on the Class A-5
      Certificates, the Class A-5 Certificates shall be composed of the two
      Components described in the table above and such Components shall have
      the designations and Initial Component Principal Balance set forth
      therein. The Holders of the Class A-5 Certificates shall be entitled to
      receive the portion of the Senior Principal Distribution Amount paid on
      any Distribution Date to such related Components pursuant to Section
      4.02(b) hereof. The Components of the Class A-5 Certificates may not be
      transferred separately.

(11)  With respect to the Class A-5 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 0.55% per annum and (b) 7.50% per annum. Notwithstanding the
      foregoing, the Pass-Through Rate on the Class A-5 Certificates will not
      be less than 0.55% per annum. The initial Pass-Through Rate for the
      Class A-5 Certificates shall be equal to 1.72% per annum.

(12)  With respect to the Class A-6 Certificates and any Distribution Date
      (other than the first Distribution Date), the Pass-Through Rate will
      equal a per annum rate equal to greater of (a) 6.95% minus LIBOR and (b)
      0.00%. Notwithstanding the forgoing, the Pass-Through Rate for the Class
      A-6 Certificates will not be greater than 6.95%. The initial
      Pass-Through Rate for the Class A-6 Certificates shall be equal to 5.78%
      per annum.

(13)  The initial Notional Amount for the Class A-6 Certificates shall be
      equal to $15,097,000, and thereafter the Notional Amount for the Class
      A-6 shall equal the Uncertificated Balance of the related REMIC II
      Regular Interests, which will be equal to the Certificate Principal
      Balance of the Class A-5 Certificates.

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

(15)  The Notional Amount of the Class A-7 Certificates shall equal the
      sum of the following: (i) 27.27272727% of the Certificate Principal
      Balance of the Class A-1 Certificates, (ii) 28.18181818% of the
      Certificate Principal Balance of the Class A-2 Certificates, and (iii)
      9.09090909% of the sum of the Certificate Principal Balances of the
      Class A-3 Certificates and the Class A-15 Certificates. Initially, the
      Notional Amount of the Class A-7 Certificates shall equal approximately
      $42,547,090.

(16)  The Class A-7 Certificates shall be issuable in minimum denominations
      of not less than $1,000,000 Notional Amount.




                                     -7-
<PAGE>


(17)  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 0.33974%.

(18)  The initial Notional Amount for the Class IO Certificates shall be
      equal to $275,193,940.

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

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



         The Mortgage Loans have an aggregate principal balance as of the
Cut-off Date of $450,041,566.13.

         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.

         Accrual Certificate: Any one of the Certificates designated as a
Class A-8, Class A-9, Class A-10 or Class A-13 Certificate.

         Accrual Distribution Amount: With respect to each Distribution Date
prior to the Credit Support Depletion Date, an amount equal to the sum of the
Class A-8 Accrual Distribution Amount, the Class A-9 Accrual Distribution
Amount, the Class A-10 Accrual Distribution Amount and the Class A-13 Accrual
Distribution Amount for such Distribution Date.

         Accrued Certificate Interest: With respect to each Distribution Date,
(a) as to any Class of Certificates (other than any Class A-14 Certificates,
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



                                     -8-
<PAGE>

during the related Interest Accrual Period at the related Pass-Through Rate on
the Notional Amount thereof immediately prior to such Distribution Date.
Accrued Certificate Interest will be calculated on the basis of a 360-day
year, consisting of twelve 30-day months. In each case Accrued Certificate
Interest on any Class of Certificates will be reduced by the amount of:

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

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

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

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

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

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

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

         Aggregate Planned Principal Balance: With respect to each
Distribution Date, the aggregate planned principal balance set forth for that
Distribution Date for (i) the Class A-1, Class A-2, Class A-3 and Class A-15
Certificates, (ii) Component A-4-1, Component A-5-1 and the Class A-9
Certificates, and (iii) Component A-4-2 and Component A-5-2, respectively, set
forth in Exhibit O hereto.



                                     -9-
<PAGE>

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

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

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

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

         Available Distribution Amount: As to any Distribution Date, an amount
equal to (a) the sum of (i) the amount relating to the Mortgage Loans on
deposit in the Custodial Account as of the close of business on the
immediately preceding Determination Date and amounts deposited in the
Custodial Account in connection with the substitution of Qualified Substitute
Mortgage Loans, (ii) the amount of any Advance made on the immediately
preceding Payment Account Deposit Date, (iii) any amount deposited in the
Payment Account on the related Payment Account Deposit Date pursuant to the
second paragraph of Section 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).



                                     -10-
<PAGE>

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

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

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

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

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

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

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



                                     -11-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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



                                     -12-
<PAGE>

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

         (ii)     in the case of each Class of the Accrual Certificates, an
                  amount equal to the aggregate Accrued Certificate Interest
                  added to that class prior to such date of determination,
                  minus

         (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 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.

         For any Class of Component Certificates and any date of
determination, the Certificate Principal Balance of such Class shall equal the
sum of the Component Principal Balances of the related Components on such
date.

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

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

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

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



                                     -13-
<PAGE>

         Class A-1 Component: Any one of Component A-1-1 or Component A-1-2,
each as described in the Preliminary Statement hereto. As used herein, the
Class A-1 Components shall be the "related Components" for the Class A-1
Certificates.

         Class A-4 Component: Any one of Component A-4-1 or Component A-4-2,
each as described in the Preliminary Statement hereto. As used herein, the
Class A-4 Components shall be the "related Components" for the Class A-4
Certificates..

         Class A-5 Component: Any one of Component A-5-1 or Component A-5-2,
each as described in the Preliminary Statement hereto. As used herein, the
Class A-5 Components shall be the "related Components" for the Class A-5
Certificates..

         Class A-8 Accrual Distribution Amount: On each Distribution Date
prior to the Credit Support Depletion Date, an amount equal to the aggregate
amount of Accrued Certificate Interest on the Class A-8 Certificates for such
date, which will be added to the Certificate Principal Balance of the Class
A-8 Certificates; provided that on each Distribution Date on or after the
Credit Support Depletion Date, the entire amount of Accrued Certificate
Interest on the Class A-8 Certificates for that date will be payable to the
holders of the Class A-8 Certificates pursuant to Section 4.02(a)(ii) hereof.

         Class A-9 Accrual Distribution Amount: On each Distribution Date
prior to the Credit Support Depletion Date, an amount equal to the aggregate
amount of Accrued Certificate Interest on the Class A-9 Certificates for such
date, which will be added to the Certificate Principal Balance of the Class
A-9 Certificates; provided that on each Distribution Date on or after the
Credit Support Depletion Date, the entire amount of Accrued Certificate
Interest on the Class A-9 Certificates for that date will be payable to the
holders of the Class A-9 Certificates pursuant to Section 4.02(a)(ii) hereof.

         Class A-10 Accrual Distribution Amount: On each Distribution Date
prior to the Credit Support Depletion Date, an amount equal to the aggregate
amount of Accrued Certificate Interest on the Class A-10 Certificates for such
date, which will be added to the Certificate Principal Balance of the Class
A-10 Certificates; provided that on each Distribution Date on or after the
Credit Support Depletion Date, the entire amount of Accrued Certificate
Interest on the Class A-10 Certificates for that date will be payable to the
holders of the Class A-10 Certificates pursuant to Section 4.02(a)(ii) hereof.

         Class A-13 Accrual Distribution Amount: On each Distribution Date
prior to the Credit Support Depletion Date, an amount equal to the aggregate
amount of Accrued Certificate Interest on the Class A-13 Certificates for such
date, which will be added to the Certificate Principal Balance of the Class
A-13 Certificates; provided that on each Distribution Date on or after the
Credit Support Depletion Date, the entire amount of Accrued Certificate
Interest on the Class A-13 Certificates for that date will be payable to the
holders of the Class A-13 Certificates pursuant to Section 4.02(a)(ii) hereof.

         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.



                                     -14-
<PAGE>

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

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

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

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

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

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

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

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

         Class R-III Certificate: Any one of the Class R-III 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 III for purposes of the
REMIC Provisions.

         Closing Date:  December 18, 2003.

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

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

         Component:  Any one of the Class A-1, Class A-4 or Class A-5
Components.

         Component Certificates: Any one of the Class A-1, Class A-4 or
Class A-5 Certificates.




                                     -15-
<PAGE>

         Component Principal Balance:  With respect to each Component, on any
date of determination, an amount equal to:

         (i)      the Initial Component Principal Balance of such Component,
                  minus

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

         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 4 New York Plaza, 6th Floor, New York, New York
10004, Attention: Institutional Trust Services, GMACM 2003-J9.

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



                                     -16-
<PAGE>

         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:  December 1, 2003.

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

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

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

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

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

         Delinquent: As used herein, a Mortgage Loan is considered to be: "30
to 59 days" or "30 or more days" delinquent when a payment due on any
scheduled due date remains unpaid as of the close of business on the last
business day immediately prior to the next following monthly scheduled due
date; "60 to 89 days" or "60 or more days" delinquent when a payment due on
any scheduled due date remains unpaid as of the close of business on the last
business day 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.



                                     -17-
<PAGE>

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

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

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

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

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

         Discount Net Mortgage Rate:  5.50% 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 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.



                                     -18-
<PAGE>

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

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

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

         Eligible Account: An account that is any of the following: (i)
maintained with a federal or state chartered depository institution the
accounts of which are insured by the FDIC (to the limits established by the
FDIC), the long-term deposit ratings of which are rated in one of the two
highest rating categories by the Rating Agencies and the short-term debt
ratings of which are rated in the highest rating categories by the Rating
Agencies, or (ii) a trust account or accounts maintained with a federal or
state chartered depository institution or trust company with trust powers
acting in its fiduciary capacity subject to regulations regarding fiduciary
funds on deposit similar to Title 12 of the Code of Federal Regulation Section
9.10(b), or (iii) in the case of the Payment Account, a trust account or
accounts maintained in the corporate trust division of the Trustee, or (iv) an
account or accounts of a depository institution acceptable to each Rating
Agency (as evidenced in writing by each Rating Agency that use of any such
account as the Custodial Account or the Payment Account will not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates
as of the Closing Date by such Rating Agency).

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

         Event of Default:  As defined in Section 7.01.

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

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

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



                                     -19-
<PAGE>

         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.

         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.



                                     -20-
<PAGE>

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

         FDIC:  Federal Deposit Insurance Corporation or any successor thereto.

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

         Fitch:  Fitch Ratings or its successor in interest.

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

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

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

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



                                     -21-
<PAGE>

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

         GMAC:  General Motors Acceptance Corporation, a Delaware corporation.

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

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

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

         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 Component Principal Balance: With respect to each Component,
the Component Principal Balance of such Component 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: 1.40% Class B-1: 0.20%
                       Class M-2: 0.60% Class B-2: 0.20%
                       Class M-3: 0.40% Class B-3: 0.20%

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



                                     -22-
<PAGE>

         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-6, Class A-7 Certificate or a Class IO Certificate. The Interest
Only Certificates will have no Certificate Principal Balance.

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

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

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

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

         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 4.08 hereof.

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

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

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



                                     -23-
<PAGE>

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

         Lockout Certificate Share: With respect to any Distribution Date, the
sum of the Certificate Principal Balances of the Class A-8, Class A-11, Class
A-12 and Class A-13 Certificates, divided by the aggregate Certificate
Principal Balance of all classes of Certificates, other than the Class PO
Certificates and the Interest Only Certificates.

         Lockout Certificates: Any one of the Certificates designated as a
Class A-8, Class A-11, Class A-12 and Class A-13 Certificate.

         Lockout Percentage: With respect to any Distribution Date occurring
prior to the Distribution Date in January 2009, 0%. With respect to any
Distribution Date thereafter, the percentage indicated below:


Distribution Date                             Lockout Distribution Percentage
----------------------------------            -------------------------------
January 2009 through December 2009                          30%
January 2010 through December 2010                          40%
January 2011 through December 2011                          60%
January 2012 through December 2012                          80%
January 2013 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,
January 25, 2034.

         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.



                                     -24-
<PAGE>

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

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

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

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

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

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

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

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

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

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



                                     -25-
<PAGE>

         (v)      Unless the Mortgage Loan is registered on the
                  MERS(R)System, an original Assignment or Assignments of the
                  Mortgage (which may be included in a blanket assignment or
                  assignments) from GMACM to "JPMorgan Chase Bank, as Trustee
                  under that certain Pooling and Servicing Agreement dated as
                  of December 18, 2003, for GMACM Mortgage Pass-Through
                  Certificates, Series 2003-J9" c/o the Servicer at an
                  address specified by the Servicer, and signed by an
                  authorized officer, which assignment shall be in form and
                  substance acceptable for recording. If the Mortgage Loan
                  was acquired by the assignor in a merger, the assignment
                  must be by "______________, successor by merger to [name of
                  predecessor]". If the Mortgage Loan was acquired or
                  originated by the assignor while doing business under
                  another name, the assignment must be by "_________ formerly
                  known as [previous name]";

         (vi)     Originals of all intervening assignments of mortgage, which
                  together with the Mortgage shows a complete chain of title
                  from the originator to GMACM (or to MERS, if the Mortgage
                  Loan is registered on the MERS(R) System, and which notes
                  the presence of a MIN), with evidence of recording thereon,
                  or a copy of the assignment certified by the applicable
                  recording office in which such assignment has been recorded;

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

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

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

and (II) with respect to each Cooperative Loan:

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



                                     -26-
<PAGE>

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

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

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

         (v)      The Security Agreement;

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

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

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

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

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

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

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



                                     -27-
<PAGE>

         (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.

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

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

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

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



                                     -28-
<PAGE>

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

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

         Mortgagor:  The obligor on a Mortgage Note.

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

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

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

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

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

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

         Notional Amount: As of any date of determination and for the Class
A-6 Certificates, the Notional Amount is equal to the Certificate Principal
Balance of the Class A-5 Certificates. As of any date of determination and for
the Class A-7 Certificates, the Notional Amount is equal to the sum of (x)
27.27272727% of the Certificate Principal Balance of the Class A-1
Certificates, (y) 28.18181818% of the Certificate Principal Balance of the
Class A-2 Certificates, and (z) 9.09090909% of the sum of the Certificate
Principal Balances of the Class A-3 and Class A-15 Certificates. 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.



                                     -29-
<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 any of
the REMICs or compliance with the REMIC Provisions must, unless otherwise
specified, be an opinion of Independent counsel.

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

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

         Pass-Through Rate: With respect to the Class A Certificates, Class M
Certificates, Class B Certificates and Class R Certificates and any
Distribution Date, the per annum rates set forth in the Preliminary Statement
hereto. With respect to the Class IO Certificates and any Distribution Date, a
rate equal to the weighted average, expressed as a percentage, of the Pool
Strip Rates of all Non-Discount Mortgage Loans as of the Due Date in the
related Due Period, weighted on the basis of the respective Stated Principal
Balances of such Mortgage Loans as of the day immediately preceding such
Distribution Date (or, with respect to the initial Distribution Date, at the
close of business on the Cut-off Date). With respect to the Class IO
Certificates and the initial Distribution Date the Pass-Through Rate is equal
to 0.33974% per annum. The Class PO Certificates and the Class A-14
Certificates have no Pass-Through Rate and are not entitled to Accrued
Certificate Interest.

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

         Payment Account: The separate and segregated account or accounts
created and maintained pursuant to Section 4.01, which shall be entitled
"JPMorgan Chase Bank, as trustee, in trust for the registered holders of
Residential Asset Mortgage Products, Inc., GMACM Mortgage Pass-Through
Certificates, Series 2003-J9" 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.



                                     -30-
<PAGE>

         Permitted Investments:  One or more of the following:

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

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

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

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

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

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



                                     -31-
<PAGE>

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

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

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

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

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

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

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

                  (i)  For any Distribution Date prior to the Distribution Date
         in January 2009 (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:



                                     -32-
<PAGE>

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

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

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


                                     -33-
<PAGE>

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

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

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

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

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

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

         Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated Principal
Balance thereof plus the principal portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at the Mortgage Rate (or Modified
Net Mortgage Rate plus the rate per annum at which the Servicing Fee is
calculated in the case of a Modified Mortgage Loan) (or at the Net Mortgage
Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan)
in the case of a purchase made by the Servicer) on the Stated Principal
Balance thereof to the Due Date in the Due Period related to the Distribution
Date occurring in the month following the month of purchase from the Due Date
to which interest was last paid by the Mortgagor and (iii) in connection with
any Mortgage Loan required to be repurchased pursuant to Section 7.03 of the
Purchase Agreement, any costs and damages incurred by the Trust Fund with
respect to such Mortgage Loan in connection with a breach of Section 7.02 (h)
of the Purchase Agreement.

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



                                     -34-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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



                                     -35-
<PAGE>

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

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

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

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

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

         Record Date: With respect to each Class of Certificates other than
the Variable Rate Certificates, and any Distribution Date, the close of
business on the last Business Day of the month next preceding the month in
which such Distribution Date occurs. With respect to the Variable Rate
Certificates and any Distribution Date, the close of business on the Business
Day next preceding such Distribution Date.



                                     -36-
<PAGE>

         Reference Banks: Three major banks that are engaged in transactions
in the London interbank market, selected by the Trustee after consultation
with the Servicer.

         Reference Bank Rate: The rates at which deposits in U.S. Dollars are
offered by the Reference Banks 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 Certificate Principal Balance of the Class
A-5 Certificates then outstanding.

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

         Related Class of Certificates: For each REMIC I Regular Interest or
REMIC II Regular Interest, the related Class or Classes of Certificates and/or
the related Component or Components of Classes of Certificates set forth in
the Preliminary Statement hereto.

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

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

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

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

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

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

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

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

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

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



                                     -37-
<PAGE>

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

         REMIC I Regular Interest: Any of the twenty-one 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 Interest:  The REMIC II Regular Interests and the Class R-II
Certificates.

         REMIC II Regular Interest: Any of the twenty-five separate
non-certificated beneficial ownership interests in REMIC II issued hereunder
and designated as a "regular interest" in REMIC II. Each REMIC II Regular
Interest shall accrue interest at the related REMIC II 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 II Regular Interests are set
forth in the Preliminary Statement hereto.

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

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

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

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

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

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


                                     -38-
<PAGE>

         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.

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

         Scheduled Final Distribution Date:  January 25, 2034.

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

         Seller:  GMACM.

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


                                     -39-
<PAGE>

                  (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 occur as of any Distribution
Date only if:

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

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


                                     -40-
<PAGE>

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

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

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

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

         Senior Principal Distribution Amount: As to any Distribution Date,
the lesser of (a) the balance of the Available Distribution Amount remaining
after the distribution of all amounts required to be distributed pursuant to
Section 4.02(a)(i), Section 4.02(a)(ii)(X) (or, on or after the Credit Support
Depletion Date, the amount required to be distributed to the Class PO
Certificateholders pursuant to Section 4.02 (c) or (d)), and clauses (ii),
(iii), (iv) and (v) of Section 4.02(b); and (b) the sum of the amounts
required to be distributed to the Senior Certificateholders on such
Distribution Date pursuant to Section 4.02(a)(ii)(Y) (other than the Accrual
Distribution Amount), (xvi) and (xviii).

         Senior Support Certificate:  Any of the Class A-15 Certificates.

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

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

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


                                     -41-
<PAGE>

Affiliate of the Servicer provides services such as appraisals and brokerage
services that are customarily provided by Persons other than servicers of
mortgage loans, reasonable compensation for such services.

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

         Servicing Fee Rate:  0.25% per annum.

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

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

         Special Hazard Amount: As of any Distribution Date, an amount equal
to $4,500,415 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 30.11% (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.


                                     -42-
<PAGE>

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

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

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

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

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

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

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

         Subordinate Principal Distribution Amount: With respect to any
Distribution Date and each Class of Subordinate Certificates, (a) the sum of
(i) the product of (x) such Class's pro rata share, based on the Certificate
Principal Balance of each Class of Subordinate Certificates then outstanding,


                                     -43-
<PAGE>


and (y) the aggregate of the amounts calculated for such Distribution Date
under clauses (1), (2) and (3) of Section 4.02(a)(ii)(Y)(A) (without giving
effect to the Senior Percentage) to the extent not payable to the Senior
Certificates; (ii) such Class's pro rata share, based on the Certificate
Principal Balance of each Class of Subordinate Certificates then outstanding,
of the principal collections described in Section 4.02(a)(ii)(Y)(B)(b)
(without giving effect to the Senior Accelerated Distribution Percentage) to
the extent such collections are not otherwise distributed to the Senior
Certificates; (iii) the product of (x) the related Prepayment Distribution
Percentage and (y) the aggregate of all Principal Prepayments in Full received
in the related Prepayment Period and Curtailments received in the preceding
calendar month (other than the related Discount Fraction of such Principal
Prepayments in Full and Curtailments with respect to a Discount Mortgage Loan)
to the extent not payable to the Senior Certificates; (iv) if such Class is
the Class of Subordinate Certificates with the Highest Priority, any Excess
Subordinate Principal Amount for such Distribution Date to the extent not
payable to the Senior Certificates; and (v) any amounts described in clauses
(i), (ii) and (iii) as determined for any previous Distribution Date, that
remain undistributed to the extent that such amounts are not attributable to
Realized Losses which have been allocated to a Class of Subordinate
Certificates with a Lower Priority minus (b) with respect to the Class of
Subordinate Certificates with the Lowest Priority, any Excess Subordinate
Principal Amount for such Distribution Date; provided, however, that the
Subordinate Principal Distribution Amount for any Class of Subordinate
Certificates on any Distribution Date shall in no event exceed the outstanding
Certificate Principal Balance of such Class of Certificates immediately prior
to such date.

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

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

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

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

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

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

         Super Senior Optimal Percentage: As to any Distribution Date on and
after the Credit Support Depletion Date, a percentage expressed as a fraction,
the numerator of which is the aggregate Certificate Principal Balance of the
Class A-3 Certificates immediately prior to that Distribution Date and the
denominator of which is the Certificate Principal Balance of each class of
Senior Certificates (other than the Class PO Certificates) immediately prior
to that Distribution Date.


                                     -44-
<PAGE>

         Super Senior Optimal Principal Distribution Amount: As to any
Distribution Date on and after the Credit Support Depletion Date, an amount
equal to the product of (a) the then-applicable Super Senior Optimal
Percentage for that class and (b) the sum of the amounts set forth in Section
4.02(a)(ii)(Y)(A), (B), (C), (D) and (E).

         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 any of the REMICs due to its classification as
a REMIC under the REMIC Provisions, together with any and all other
information, reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal,
state or local tax laws.

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

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

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

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

         Trust Fund:  The segregated pool of assets consisting of:

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

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

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

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

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

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

         Uncertificated Balance: The amount of any REMIC I Regular Interest or
REMIC II Regular Interest outstanding as of any date of determination. As of
the Closing Date, the Uncertificated Balance of each REMIC I Regular Interest
and REMIC II Regular Interest shall equal the amount set forth in the


                                     -45-
<PAGE>

Preliminary Statement hereto as its Initial Uncertificated Balance. On each
Distribution Date, (v) the Uncertificated Balance of the Class A-8 REMIC I
Regular Interest and the Class A-8 REMIC II Regular Interest shall each be
increased by the Accrued Certificate Interest added to the Certificate
Principal Balance of the Class A-8 Certificates on such Distribution Date, (w)
the Uncertificated Balance of the Class A-9 REMIC I Regular Interest and the
Class A-9 REMIC II Regular Interest shall each be increased by the Accrued
Certificate Interest added to the Certificate Principal Balance of the Class
A-9 Certificates on such Distribution Date, (x) the Uncertificated Balance of
the Class A-10 REMIC I Regular Interest and the Class A-10 REMIC II Regular
Interest shall each be increased by the Accrued Certificate Interest added to
the Certificate Principal Balance of the Class A-10 Certificates on such
Distribution Date, (y) the Uncertificated Balance of the Class A-13 REMIC I
Regular Interest and the Class A-13 REMIC II Regular Interest shall each be
increased by the Accrued Certificate Interest added to the Certificate
Principal Balance of the Class A-13 Certificates on such Distribution Date,
and (z) the Uncertificated Balance of each REMIC I Regular Interest and REMIC
II Regular Interest shall be reduced (i) 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 (ii) second, by all
distributions of principal deemed made on such REMIC I Regular Interest or
REMIC II Regular Interest, as applicable, on such Distribution Date pursuant
to Section 10.04. The Uncertificated Balance of each REMIC I Regular Interest
or REMIC II Regular Interest shall never be less than zero.

         Uncertificated Interest: With respect to any REMIC I Regular Interest
or REMIC II Regular Interest for any Distribution Date, one month's interest
at the REMIC I Remittance Rate or REMIC II Remittance Rate applicable to such
REMIC I Regular Interest or REMIC II Regular Interest for such Distribution
Date, accrued on the Uncertificated Balance thereof immediately prior to such
Distribution Date. Uncertificated Interest in respect of any REMIC I Regular
Interest or REMIC II 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 or REMIC II
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 or REMIC II Regular Interest shall be reduced by
interest portion of Realized Losses (including Excess Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses and Extraordinary Losses)
allocated to the Related Classes of Certificates on such Distribution Date.

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

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

         United States Person: (i) A citizen or resident of the United States,
(ii) a corporation, partnership or other entity treated as a corporation or
partnership for United States federal income tax purposes organized in or
under the laws of the United States or any state thereof or the District of
Columbia (unless, in the case of a partnership, Treasury regulations provide


                                     -46-
<PAGE>


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-5 and Class A-6 Certificates.

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

         Section 1.02.   Use of Words and Phrases.

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

                                  ARTICLE II

                         CONVEYANCE OF MORTGAGE LOANS;
                       ORIGINAL ISSUANCE OF CERTIFICATES

         Section 2.01.   Conveyance of Mortgage Loans.

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

         (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


                                     -47-
<PAGE>


the Mortgage Note), with all intervening endorsements showing a complete chain
of title from the originator to GMACM. If the Mortgage Loan was acquired by
the endorser in a merger, the endorsement must be by "____________, successor
by merger to [name of predecessor]". If the Mortgage Loan was acquired or
originated by the endorser while doing business under another name, the
endorsement must be by "____________ formerly known as [previous name]."

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

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

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

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


                                     -48-
<PAGE>

comply with clause (i), (ii) or (iii) of the preceding sentence. It is
understood and agreed that the obligation of GMACM to cure a material defect
in, or substitute for, or purchase any Mortgage Loan as to which a material
defect in or omission of a constituent document exists, shall constitute the
sole remedy respecting such material defect or omission available to
Certificateholders or the Trustee on behalf of Certificateholders. The
Purchase Price for the purchased Mortgage Loan shall be deposited or caused to
be deposited upon receipt by the Trustee in the Payment Account, or upon
receipt by the Servicer in the Custodial Account. Upon receipt by the Trustee
of written notification of such deposit signed by a Servicing Officer, the
Trustee shall (i) release or cause to be released to GMACM the related
Mortgage Note, (ii) cause the Servicer to release to GMACM any remaining
documents in the related Mortgage File which are held by the Servicer, and
(iii) execute and deliver such instruments of transfer or assignment, in each
case without recourse, as GMACM shall require as necessary to vest in GMACM
ownership of any Mortgage Loan released pursuant hereto and at such time the
Trustee shall have no further responsibility with respect to the related
Mortgage Note.

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

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

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

         In connection with the assignment of any Mortgage Loan registered on
the MERS(R) System, the Servicer further agrees that it will cause, at the
Servicer's own expense, as soon as practicable after the Closing Date, the
MERS(R) System to indicate that such Mortgage Loans have been assigned to the
Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased in accordance with this Agreement) in such computer
files (a) the code "[IDENTIFY TRUSTEE SPECIFIC CODE]" in the field "[IDENTIFY
THE FIELD NAME FOR TRUSTEE]" which identifies the Trustee and (b) the code
"[IDENTIFY SERIES SPECIFIC CODE NUMBER]" in the field "Pool Field" which
identifies the series of the Certificates issued in connection with such
Mortgage Loans. The Servicer agrees that it will not alter the codes


                                     -49-
<PAGE>

referenced in this paragraph with respect to any Mortgage Loan during the term
of this Agreement unless and until such Mortgage Loan is repurchased in
accordance with the terms of this Agreement, and there is filed any financing
statement or amendment thereof necessary to comply with the New York Uniform
Commercial Code or the Uniform Commercial Code of any applicable jurisdiction.

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

         The Company and, at the Company's direction, GMACM and the Trustee
shall, to the extent consistent with this Agreement, take such reasonable
actions as may be necessary to ensure that, if this Agreement were determined
to create a security interest in the Mortgage Loans and the other property


                                     -50-
<PAGE>


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

         Section 2.02.   Acceptance by Trustee.

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

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

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


                                     -51-
<PAGE>


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

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

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

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

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

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



                                     -52-
<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 Notes
to the Custodian, if any, or the Trustee.

         Section 2.04.     Representations and Warranties of the Seller.

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


                                     -53-
<PAGE>


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

         In connection with the substitution of one or more Qualified
Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer
will determine the amount (if any) by which the aggregate principal balance of
all such Qualified Substitute Mortgage Loans as of the date of substitution is
less than the aggregate Stated Principal Balance of all such Deleted Mortgage
Loans (in each case after application of the principal portion of the Monthly
Payments due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). The Servicer shall deposit
the amount of such shortfall received from the Seller into the Custodial
Account on the day of substitution. The Servicer shall give notice in writing
to the Trustee of such event, which notice shall be accompanied by an
Officer's Certificate as to the calculation of such shortfall and (subject to
Section 10.01(f)) by an Opinion of Counsel to the effect that such
substitution will not 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
any of the REMICs to fail to qualify as such at any time that any Certificate
is outstanding.

         It is understood and agreed that the obligation of the Seller to cure
such breach or purchase (or to substitute for) such Mortgage Loan as to which
a breach of its representations and warranties has occurred and is continuing
shall constitute the sole remedy respecting such breach available to the


                                     -54-
<PAGE>

Certificateholders or the Trustee on behalf of Certificateholders. In
connection with the purchase of or substitution for any such Mortgage Loan by
the Seller, the Trustee shall assign to such Person all of the right, title
and interest in respect of the Purchase Agreement applicable to such Mortgage
Loan.

         Section 2.05.     Execution and Authentication of Certificates.

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

         Section 2.06.     Purposes and Powers of the Trust Fund.

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

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

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

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

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

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

                                  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


                                     -55-
<PAGE>


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



                                     -56-
<PAGE>


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

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

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

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

         Section 3.03.     Successor Subservicers.

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

         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.


                                     -57-
<PAGE>

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

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

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

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

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

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

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


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<PAGE>

accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements unless otherwise agreed to
by the Holders of the Classes of Certificates affected thereby; provided,
however, that no such extension shall be made if any such advance would be a
Nonrecoverable Advance. Consistent with the terms of this Agreement, the
Servicer may also waive, modify or vary any term of any Mortgage Loan or
consent to the postponement of strict compliance with any such term or in any
manner grant indulgence to any Mortgagor if in the Servicer's determination
such waiver, modification, postponement or indulgence is not materially
adverse to the interests of the Certificateholders (taking into account any
estimated Realized Loss that might result absent such action); provided,
however, that the Servicer may not modify materially or permit any Subservicer
to modify any Mortgage Loan, including without limitation any modification
that would change the Mortgage Rate, forgive the payment of any principal or
interest (unless in connection with the liquidation of the related Mortgage
Loan or except in connection with prepayments to the extent that such
reamortization is not inconsistent with the terms of the Mortgage Loan), or
extend the final maturity date of such Mortgage Loan, unless such Mortgage
Loan is in default or, in the judgment of the Servicer, such default is
reasonably foreseeable; and provided, further, that no such modification shall
reduce the interest rate on a Mortgage Loan below the sum of the Pool Strip
Rate and the Servicing Fee Rate. In connection with any Curtailment of a
Mortgage Loan, the Servicer, to the extent not inconsistent with the terms of
the Mortgage Note and local law and practice, may permit the Mortgage Loan to
be reamortized such that the Monthly Payment is recalculated as an amount that
will fully amortize the remaining Stated Principal Balance thereof by the
original Maturity Date based on the original Mortgage Rate; provided, that
such re-amortization shall not be permitted if it would constitute a
reissuance of the Mortgage Loan for federal income tax purposes, except if
such reissuance is described in Treasury Regulation Section 1.860G-2(b)(3).
The Servicer shall not be required to institute or join in litigation with
respect to collection of any payment (whether under a Mortgage, Mortgage Note
or otherwise or against any public or governmental authority with respect to a
taking or condemnation) if it reasonably believes that enforcing the provision
of the Mortgage or other instrument pursuant to which such payment is required
is prohibited by applicable law.

         (b) The Servicer shall segregate and hold all funds collected and
received pursuant to each Mortgage Loan separate and apart from any of its own
funds and general assets and shall establish and maintain one or more
Custodial Accounts held in trust, entitled "GMAC Mortgage Corporation
Custodial Account in trust for the benefit of the Holders of GMACM Mortgage
Pass-Through Certificates, Series 2003-J9." 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:


                                     -59-
<PAGE>

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

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

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

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

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

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

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

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

         (c) The Servicer shall use commercially reasonable efforts to cause
the institution maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to the Mortgage Loans in Permitted Investments
which shall mature not later than the Payment Account Deposit Date next
following the date of such investment (with the exception of the Amount Held
for Future Distribution) and which shall not be sold or disposed of prior to


                                     -60-
<PAGE>

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

         Section 3.08.     Subservicing Accounts; Servicing Accounts.

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

         (b) In addition to the Custodial Account and the Payment Account, the
Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause the
Subservicers for Subserviced Mortgage Loans to, establish and maintain one or
more Servicing Accounts and deposit and retain therein all collections from
the Mortgagors (or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the Mortgagors. Each
Servicing Account shall be hold in trust, entitled "GMAC Mortgage Corporation
Servicing Account in trust for the benefit of the of the Holders of GMACM
Mortgage Pass-Through Certificates, Series 2003-J9." 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


                                     -61-
<PAGE>

advance only to the extent that such advances, in the good faith judgment of
the Servicer, will be recoverable by the Servicer out of Insurance Proceeds,
Liquidation Proceeds or otherwise.

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

         If compliance with this Section 3.09 shall make any Class of
Certificates legal for investment by federally insured savings and loan
associations, the Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon
reasonable request and during normal business hours at the offices designated
by the Servicer. The Servicer shall permit such representatives to photocopy
any such documentation and shall provide equipment for that purpose at a
charge reasonably approximating the cost of such photocopying to the Servicer.

         Section 3.10.   Permitted Withdrawals from the Custodial Account.

         (a)      The Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant
to Section 3.07 that are attributable to the Mortgage Loans for the
following purposes:

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

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

         (iii)    to pay to itself or the related Subservicer (if not
                  previously retained by such Subservicer) out of each payment
                  received by the Servicer on account of interest on a
                  Mortgage Loan as contemplated by Sections 3.14 and 3.16, an
                  amount equal to that remaining portion of any such payment
                  as to interest (but not in excess of the Servicing Fee and
                  the Subservicing Fee, if not previously retained) which,
                  when deducted, will result in the remaining amount of such
                  interest being interest at the Net Mortgage Rate (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;


                                     -62-
<PAGE>

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

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

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

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

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

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

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

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

         (c)      The Servicer shall be entitled to reimburse itself or the
                  related Subservicer for any Advance made in respect of a
                  Mortgage Loan that the Servicer determines to be a
                  Nonrecoverable Advance or an Advance that was ultimately
                  determined to be Excess Special Hazard Losses, Excess Fraud
                  Losses, Excess Bankruptcy Losses or Extraordinary Losses by

                                     -63-
<PAGE>

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

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

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

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

                                     -64-
<PAGE>

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

         (a) The Servicer shall cause to be maintained for each Mortgage Loan
(other than a Cooperative Loan) fire insurance with extended coverage in an
amount which is equal to the lesser of (i) the greater of (A) the principal
balance owing on such Mortgage Loan and (B) the percentage such that the
proceeds thereof shall be sufficient to prevent the application of a
co-insurance clause; or (ii) 100 percent of the insurable value of the
improvements. If the Mortgaged Property is in an area identified in the
Federal Register by the Federal Emergency Management Agency as being a special
flood hazard area that has federally-mandated flood insurance requirements,
the Servicer will cause to be maintained a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance Administration
with a generally acceptable insurance carrier, in an amount representing
coverage not less than the least of (i) the outstanding principal balance of
the Mortgage Loan, (ii) the maximum insurable value of the improvements
securing such Mortgage Loan or (iii) the maximum amount of insurance which is
available under the Flood Disaster Protection Act of 1973, as amended. The
Servicer shall also cause to be maintained on property acquired upon
foreclosure, or deed in lieu of foreclosure, of any Mortgage Loan (other than
a Cooperative Loan), fire insurance with extended coverage in an amount which
is at least equal to the maximum insurable value of the improvements which are
a part of such property, liability insurance and, to the extent required and
available under the Flood Disaster Protection Act of 1973, as amended, flood
insurance in an amount as provided above. Pursuant to Section 3.07, any
amounts collected by the Servicer under any such policies (other than amounts
to be applied to the restoration or repair of the related Mortgaged Property
or property thus acquired or amounts released to the Mortgagor in accordance
with the Servicer's normal servicing procedures) shall be deposited in the
Custodial Account, subject to withdrawal pursuant to Section 3.10. Any cost
incurred by the Servicer in maintaining any such insurance shall not, for the
purpose of calculating monthly distributions to the Certificateholders, be
added to the amount owing under the Mortgage Loan, notwithstanding that the
terms of the Mortgage Loan so permit. Such costs shall be recoverable by the
Servicer out of related late payments by the Mortgagor or out of Insurance
Proceeds and Liquidation Proceeds to the extent permitted by Section 3.10. It
is understood and agreed that no earthquake or other additional insurance is
to be required of any Mortgagor or maintained on property acquired in respect
of a Mortgage Loan other than pursuant to such applicable laws and regulations
as shall at any time be in force and as shall require such additional
insurance. All such policies shall be endorsed with standard mortgagee clauses
with loss payable to the Servicer and its successors and/or assigns and shall
provide for at least thirty days prior written notice of any cancellation,
reduction in the amount or material change in coverage to the Servicer. The
Servicer shall not interfere with the Mortgagor's freedom of choice in
selecting either his insurance carrier or agent, provided, however, 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


                                     -65-
<PAGE>


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 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.


                                     -66-
<PAGE>

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

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

         (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

                                     -67-
<PAGE>

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.

         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.


                                     -68-
<PAGE>

         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 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

                                     -69-
<PAGE>

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.

         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

                                     -70-
<PAGE>

the form attached hereto as Exhibit F requesting delivery to it of the
Mortgage Note. The Servicer is authorized to execute and deliver to the
Mortgagor the request for reconveyance, deed of reconveyance or release or
satisfaction of mortgage or such instrument releasing the lien of the
Mortgage, together with the Mortgage Note with, as appropriate, written
evidence of cancellation thereon and to cause the removal from the
registration on the MERS(R) System of such Mortgage and to execute and
deliver, on behalf of the Trustee and the Certificateholders or any of them,
any and all instruments of satisfaction or cancellation or of partial or full
release. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Custodial
Account or the Payment Account.

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

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

         (d) Notwithstanding any other provisions of this Agreement, the
Servicer shall account fully to the Trustee for any funds received by the
Servicer or which otherwise are collected by the Servicer as Liquidation
Proceeds or Insurance Proceeds in respect of any related Mortgage Loan. All
Mortgage Files and funds collected or held by, or under the control of, the
Servicer in respect of any Mortgage Loans, whether from the collection of

                                     -71-
<PAGE>

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

         Section 3.16.   Servicing and Other Compensation; Compensating
                         Interest.

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

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

         (c) The Servicer shall be required to pay, or cause to be paid, all
expenses incurred by it in connection with its servicing activities hereunder
(including payment of premiums for the Primary Insurance Policies, if any, to
the extent such premiums are not required to be paid by the related
Mortgagors, certain expenses of the Trustee as provided in Section 8.05, and
the fees and expenses of any Custodian) and shall not be entitled to
reimbursement therefor except as specifically provided in Sections 3.01, 3.10
and 3.14.

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


                                     -72-
<PAGE>

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

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

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

         (b) Any Form 10-K filed with the Commission in connection with this
Section shall include a certification, signed by the senior officer in charge
of the servicing functions of the Servicer, in the form attached as Exhibit
P-1 hereto or such other form as may be required or permitted by the
Commission (the "Form 10-K Certification"), in compliance with Rule 13a-14 and
15d-14 under the Exchange Act and any additional directives of the Commission.
In connection with the Form 10-K Certification, the Trustee shall provide the
Servicer with (x) a back-up certification substantially in the form attached
hereto as Exhibit P-2; and (y) (I) a list of Certificateholders as shown on
the Certificate Register as of the end of each calendar year, (II) copies of
all pleadings, other legal process and any other documents relating to any
claims, charges or complaints involving the Trustee, as trustee, or the Trust
Fund that are received by the Trustee, (III) notice of all matters that, to
the actual knowledge of a Responsible Officer of the Trustee, have been
submitted to a vote of the Certificateholders, other than those matters that
have been submitted to a vote of the Certificateholders at the request of the

                                     -73-
<PAGE>

Depositor or the Servicer, and (IV) notice of any failure of the Trustee to
make any distribution to the Certificateholders as required pursuant to this
Agreement. Neither the Servicer nor the Trustee shall have any liability with
respect to the Trustee's failure to properly prepare or file, or the
Servicer's failure to execute, such periodic reports resulting from or
relating to the Servicer's or the Trustee's, as the case may be, inability or
failure to obtain any information not resulting from the negligence or willful
misconduct of such party.

         Section 3.18.   Annual Statement as to Compliance.

         The Servicer shall deliver to the Depositor, the Trustee and each
Rating Agency on or before 90 days after the end of the Servicer's fiscal
year, commencing with its fiscal year ending December 31, 2004, 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 2004 fiscal year, the Servicer at its expense shall cause
a firm of independent public accountants (who may also render other services
to the Servicer, the Depositor or any affiliate thereof) which is a member of
the American Institute of Certified Public Accountants to furnish a statement
to the Trustee and the Depositor to the effect that such firm has examined
certain documents and records relating to the Servicer's servicing of mortgage
loans of the same type as the Mortgage Loans pursuant to servicing agreements
substantially similar to this Agreement, which agreements may include this
Agreement, and that, on the basis of such an examination, conducted
substantially in compliance with the Uniform Single Attestation Program for
Mortgage Bankers, such firm is of the opinion that the Servicer's servicing
has been conducted in compliance with the agreements examined pursuant to this
Section, except for (i) such exceptions as such firm shall believe to be
immaterial, and (ii) such other exceptions as shall be set forth in such
statement. Copies of such statement shall be provided by the Trustee to any
Certificateholder upon request at the Servicer's expense, provided such
statement is delivered to the Trustee.

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

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


                                     -74-
<PAGE>

         Section 3.21.   Administration of Buydown Funds.

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

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

                                  ARTICLE IV

                        PAYMENTS TO CERTIFICATEHOLDERS

         Section 4.01.     Payment Account.

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

         (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

                                     -75-
<PAGE>

advance funds on such Distribution Date to the Payment Account in the amount
payable on such investment on such Distribution Date, pending receipt thereof
to the extent necessary to make distributions on the Certificates) and shall
not be sold or disposed of prior to maturity. All income and gain realized
from any such investment or from uninvested balances in the Payment Account
shall be for the benefit of the Trustee and shall be subject to its withdrawal
or order from time to time. The amount of any losses incurred in respect of
any such investments shall be deposited in the Payment Account by the Trustee
out of its own funds immediately as realized without any right of
reimbursement.

         Section 4.02.   Distributions.

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

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

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

         (Y)(I) first, to the Class A-8, Class A-11, Class A-12 and
Class A-13 Certificates, the Class A-8 Accrual Distribution Amount for such
Distribution Date in the priority set forth in Section 4.02(b)(ii), (II)
second, to the Class A-11, Class A-12 and Class A-13 Certificates, the Class
A-13 Accrual Distribution Amount for such Distribution Date in the priority
set forth in Section 4.02(b)(iii), (III) third, to Component A-4-1 and

                                     -76-
<PAGE>

Component A-5-1 and the Class A-9 and Class A-10 Certificates, the Class A-10
Accrual Distribution Amount for such Distribution Date in the priority set
forth in Section 4.02(b)(iv), (IV) fourth, to Component A-4-1 and Component
A-5-1 and the Class A-9 Certificates, the Class A-9 Accrual Distribution
Amount for such Distribution Date in the priority set forth in Section
4.02(b)(v), and (V) to the Senior Certificates (other than the Class PO
Certificates), in the priorities and amounts set forth in Section 4.02(b)
through (f), 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);


                                     -77-
<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;


                                     -78-
<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;


                                     -79-
<PAGE>

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

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

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

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

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

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

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

                                     -80-
<PAGE>

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 and on
the Components of the Component Certificates on each Distribution Date
occurring prior to the Credit Support Depletion Date shall be made as follows:

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

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

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

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

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

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


                                     -81-
<PAGE>

         (ii)     an amount equal to the Class A-8 Accrual Distribution Amount
                  for such Distribution Date shall be distributed,
                  sequentially, to the Class A-12, Class A-11, Class A-13 and
                  Class A-8 Certificates, in that order and without regard to
                  the Lockout Percentage, in each case until the Certificate
                  Principal Balance thereof has been reduced to zero;

         (iii)    an amount equal to the Class A-13 Accrual Distribution
                  Amount for such Distribution Date shall be distributed,
                  sequentially, to the Class A-12, Class A-11 and Class A-13
                  Certificates, in that order and without regard to the
                  Lockout Percentage, in each case until the Certificate
                  Principal Balance thereof has been reduced to zero;

         (iv)     an amount equal to the Class A-10 Accrual Distribution
                  Amount for such Distribution Date shall be distributed
                  sequentially as follows:

                  (A)      first, an amount equal to the amount necessary to
                           cause the sum of the Component Principal Balances
                           of Component A-4-1 and Component A-5-1 and the
                           Certificate Principal Balance of the Class A-9
                           Certificates to equal their Aggregate Planned
                           Principal Balance for such Distribution Date shall
                           be distributed to Component A-4-1 and Component
                           A-5-1 and the Class A-9 Certificates in the
                           following order:

                           (1)      first, to Component A-4-1 and Component
                                    A-5-1, pro rata, according to their
                                    Component Principal Balances, until the
                                    Component Principal Balances thereof have
                                    been reduced to zero; and

                           (2)      second, to the Class A-9 Certificates,
                                    until the Certificate Principal Balance
                                    thereof has been reduced to zero; and

                  (B)      second, to the Class A-10 Certificates until the
                           Certificate Principal Balance thereof has been
                           reduced to zero;

         (v)      an amount equal to the Class A-9 Accrual Distribution Amount
                  for such Distribution Date shall be distributed sequentially
                  as follows:

                  (A)      first, to Component A-4-1 and Component A-5-1, pro
                           rata, according to their Component Principal
                           Balances and without regard to the Aggregate
                           Planned Principal Balance of Component A-4-1 and
                           Component A-5-1 and the Class A-9 Certificates for
                           such Distribution Date, until the Component
                           Principal Balances thereof have been reduced to
                           zero; and

                  (B)      second, to the Class A-9 Certificates, without
                           regard to the Aggregate Planned Principal Balance
                           of Component A-4-1 and Component A-5-1 and the
                           Class A-9 Certificates for such Distribution Date,
                           until the Certificate Principal Balance thereof has
                           been reduced to zero;


                                     -82-
<PAGE>

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

         (vii)    an amount equal to the balance of the Senior Principal
                  Distribution Amount remaining after the distributions, if
                  any, described in clause (vi) of this Section 4.02(b) shall
                  be distributed, sequentially, to the Class A-11, Class A-12,
                  Class A-13 and Class A-8 Certificates, in that order, in
                  reduction of the Certificate Principal Balances thereof, in
                  an amount equal to the Lockout Percentage of the Lockout
                  Certificate Share of the aggregate of the collections
                  described in clauses (ii)(Y) (A), (B), (C) and (E) (to the
                  extent clause (E) relates to clause (A), (B) or (C)) of
                  Section 4.02(a)(ii)(Y) without application of the Senior
                  Percentage and the Senior Accelerated Distribution
                  Percentage; provided that, if the aggregate of the amounts
                  set forth in clauses (ii)(Y)(A), (B), (C) and (E) (to the
                  extent clause (E) relates to clause (A), (B) or (C)) of
                  Section 4.02(a)(ii)(Y) without application of the Senior
                  Percentage and the Senior Accelerated Distribution
                  Percentage is more than the portion of the Senior Principal
                  Distribution Amount available for distribution under this
                  clause (vii), the amount paid to the Lockout Certificates
                  pursuant to this clause (vii) shall be reduced by an amount
                  equal to the Lockout Certificate Share of that difference;

         (viii)   an amount equal to the balance of the Senior Principal
                  Distribution Amount remaining after the distributions, if
                  any, described in clause (vii) of this Section 4.02(b) shall
                  be distributed to the Class A-1, Class A-2, Class A-3 and
                  Class A-15 Certificates in the amount necessary to cause the
                  aggregate Certificate Principal Balances thereof to equal
                  their Aggregate Planned Principal Balance for such
                  Distribution Date, in the following order:

                  (A)     first, to Component A-1-1, until the Component
                          Principal Balance thereof has been reduced to zero;

                  (B)     second, concurrently as follows, until the
                          Certificate Principal Balance of the Class A-2
                          Certificates has been reduced to zero:

                          (1)      71.8778077269% of the portion of the
                                   Senior Principal Distribution Amount
                                   remaining following the distribution in
                                   clause (viii)(A) of this Section 4.02(b)
                                   to the Class A-2 Certificates, until the
                                   Certificate Principal Balance thereof has
                                   been reduced to zero; and

                          (2)      28.1221922731% of the portion of the
                                   Senior Principal Distribution Amount
                                   remaining following the distribution in
                                   clause (viii)(A) of this Section 4.02(b)
                                   in the following order:


                                     -83-
<PAGE>

                                    (a)     first, to Component A-1-2, until
                                            the Component Principal balance
                                            thereof has been reduced to zero;
                                            and

                                    (b)     second, to Class A-3 and Class
                                            A-15 Certificates, pro rata,
                                            according to their Certificate
                                            Principal Balances, until the
                                            Certificate Principal Balances
                                            thereof have been reduced to zero;
                                            and

                  (C)     third, to the Class A-3 and Class A-15
                          Certificates, pro rata, according to their
                          Certificate Principal Balances, until the
                          Certificate Principal Balances thereof have been
                          reduced to zero;

         (ix)     an amount equal to the balance of the Senior Principal
                  Distribution Amount remaining after the distributions, if
                  any, described in clause (viii) of this Section 4.02(b)
                  shall be distributed to Component A-4-2 and Component A-5-2,
                  pro rata, according to their Component Principal Balances,
                  in the amount necessary to cause the aggregate Component
                  Principal Balance thereof to equal their Aggregate Planned
                  Principal Balance for such Distribution Date;

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

                  (A)      8.3333333333% of the portion of the Senior
                           Principal Distribution Amount described in clause
                           (x) of this Section 4.02(b) to the Class A-14
                           Certificates, until the Certificate Principal
                           Balance thereof has been reduced to zero; and

                  (B)      91.6666666667% of the portion of the Senior
                           Principal Distribution Amount described in clause
                           (x) of this Section 4.02(b) sequentially as
                           follows:

                           (1)      first, an amount equal to the amount
                                    necessary to cause the sum of the
                                    Component Principal Balances of Component
                                    A-4-1 and Component A-5-1 and the
                                    Certificate Principal Balance of the Class
                                    A-9 Certificates to equal their Aggregate
                                    Planned Principal Balance for such
                                    Distribution Date shall be distributed to
                                    Component A-4-1 and Component A-5-1 and
                                    the Class A-9 Certificates in the
                                    following order:

                                    (a)     first, to Component A-4-1 and
                                            Component A-5-1, pro rata,
                                            according to their Component
                                            Principal Balances, until the
                                            Component Principal Balances
                                            thereof have been reduced to zero;
                                            and

                                    (b)     second, to the Class A-9
                                            Certificates, until the
                                            Certificate Principal Balance
                                            thereof has been reduced to zero;
                                            and


                                     -84-
<PAGE>

                           (2)      second, to the Class A-10 Certificates
                                    until the Certificate Principal Balance
                                    thereof has been reduced to zero;

                           (3)      third, to the Class A-9 Certificates until
                                    the Certificate Principal Balance thereof
                                    has been reduced to zero; and

                           (4)      fourth, to Component A-4-1 and Component
                                    A-5-1, pro rata, according to their
                                    Component Principal Balances, until the
                                    Component Principal Balances thereof have
                                    been reduced to zero;

         (xi)     an amount equal to the balance of the Senior Principal
                  Distribution Amount remaining after the distributions, if
                  any, described in clause (x) of this Section 4.02(b) shall
                  be distributed to Component A-4-2 and Component A-5-2, pro
                  rata, according to their Component Principal Balances, until
                  the Component Principal Balances thereof have been reduced
                  to zero;

         (xii)    an amount equal to the balance of the Senior Principal
                  Distribution Amount remaining after the distributions, if
                  any, described in clause (xi) of this Section 4.02(b) shall
                  be distributed to the Class A-1, Class A-2, Class A-3 and
                  Class A-15 Certificates without regard to their Aggregate
                  Planned Principal Balance, in the following order:

                  (A)      first, to Component A-1-1, until the Component
                           Principal Balance thereof has been reduced to zero;

                  (B)      second, concurrently as follows, until the
                           Certificate Principal Balance of the Class A-2
                           Certificates has been reduced to zero:

                           (1)      71.8778077269% of the portion of the
                                    Senior Principal Distribution Amount
                                    remaining following the distribution in
                                    clause (xii)(A) of this Section 4.02(b) to
                                    the Class A-2 Certificates, until the
                                    Certificate Principal Balance thereof has
                                    been reduced to zero; and

                           (2)      28.1221922731% of the portion of the
                                    Senior Principal Distribution Amount
                                    remaining following the distribution in
                                    clause (xii)(A) of this Section 4.02(b) in
                                    the following order:

                                    (a)     first, to Component A-1-2, until
                                            the Component Principal balance
                                            thereof has been reduced to zero;
                                            and

                                    (b)     second, to Class A-3 and Class
                                            A-15 Certificates, pro rata,
                                            according to their Certificate
                                            Principal Balances, until the
                                            Certificate Principal Balances
                                            thereof have been reduced to zero;
                                            and


                                     -85-
<PAGE>

                  (C)      third, to the Class A-3 and Class A-15
                           Certificates, pro rata, according to their
                           Certificate Principal Balances, until the
                           Certificate Principal Balances thereof have been
                           reduced to zero; and

         (xiii)   an amount equal to the balance of the Senior Principal
                  Distribution Amount remaining after the distributions, if
                  any, described in clause (xii) of this Section 4.02(b) shall
                  be distributed, sequentially, to the Class A-11, Class A-12,
                  Class A-13 and Class A-8 Certificates, in that order and
                  without regard to the Lockout Percentage, in each case until
                  the Certificate Principal Balance thereof has been reduced
                  to zero.

         (c)      On or after the Credit Support Depletion Date but prior to
                  the reduction of the Certificate Principal Balance of the
                  Senior Support Certificates to zero, 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) and the
                  Components of the Component 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 (with such amounts
                  distributed on each Class of the Component Certificates
                  being allocated to the related Components, pro rata,
                  according to their Component Principal Balances, in
                  reduction of the Component Principal Balance thereof), and
                  (iii) the amount set forth in Section 4.02(a)(i) shall be
                  distributed as set forth therein; provided that the
                  aggregate amount distributable to the Class A-3 and Class
                  A-15 Certificates in respect of the aggregate Accrued
                  Certificate Interest thereon and in respect of their
                  aggregate pro rata portion of the Senior Principal
                  Distribution Amount shall be distributed among such
                  Certificates in the following priority: (i) first, to the
                  Class A-3 Certificates, up to an amount equal to the Accrued
                  Certificate Interest thereon; (ii) second, to the Class A-3
                  Certificates, up to an amount equal to the Super Senior
                  Optimal Principal Distribution Amount thereon, in reduction
                  of the Certificate Principal Balance thereof, until the
                  Certificate Principal Balance thereof has been reduced to
                  zero; (iii) third, to the Class A-15 Certificates, up to an
                  amount equal to the Accrued Certificate Interest thereon;
                  and (iv) fourth, to the Class A-15 Certificates, the
                  remainder of such distributable amounts, until the
                  Certificate Principal Balance thereof has been reduced to
                  zero.

         (d)      On or after the occurrence of the Credit Support Depletion
                  Date and upon reduction of the Certificate Principal Balance
                  of the Senior Support Certificates to zero, all priorities
                  relating to distributions as described in Section 4.02(b)
                  above in respect of principal among the Senior Certificates
                  and the Components of the Component Certificates shall be
                  disregarded and an amount equal to the Discount Fraction of
                  the principal portion of scheduled payments and unscheduled
                  collections received or advanced in respect of Discount
                  Mortgage Loans shall be distributed to the Class PO
                  Certificates, and the Senior Principal Distribution Amount
                  shall be distributed to the remaining Senior Certificates
                  pro rata in accordance with their respective outstanding
                  Certificate Principal Balances (with such amounts
                  distributed on each Class of the Component Certificates
                  being allocated to the related Components, pro rata,
                  according to their Component Principal Balances, in
                  reduction of the Component Principal Balance thereof) and
                  the amount set forth in Section 4.02(a)(i) shall be
                  distributed as set forth therein.


                                     -86-
<PAGE>

         (e)      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) and the Components of the Component
                  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.

         (f)      In addition to the foregoing distributions, with respect to
                  any Mortgage Loan that was previously the subject of a Cash
                  Liquidation or an REO Disposition that resulted in a
                  Realized Loss, in the event that within two years of the
                  date on which such Realized Loss was determined to have
                  occurred the Servicer receives amounts, which the Servicer
                  reasonably believes to represent subsequent recoveries (net
                  of any related liquidation expenses), or determines that it
                  holds surplus amounts previously reserved to cover estimated
                  expenses, specifically related to such Mortgage Loan
                  (including, but not limited to, recoveries in respect of the
                  representations and warranties made by the Seller pursuant
                  to the Purchase Agreement), the Servicer shall distribute
                  such amounts to the applicable Certificateholders of the
                  Class or Classes to which such Realized Loss was allocated,
                  if applicable (with the amounts to be distributed allocated
                  among such Classes in the same proportions as such Realized
                  Loss was allocated), and within each such Class to the
                  Certificateholders of record as of the Record Date
                  immediately preceding the date of such distribution (or if
                  such Class of Certificates is no longer outstanding, to the
                  Certificateholders of record at the time that such Realized
                  Loss was allocated); provided that no such distribution to
                  any Class of Certificates of subsequent recoveries related
                  to a Mortgage Loan shall exceed, either individually or in
                  the aggregate and together with any other amounts
                  distributed in reimbursement therefor, the amount of the
                  related Realized Loss that was allocated to such Class of
                  Certificates. Notwithstanding the foregoing, no such
                  distribution shall be made with respect to the Certificates
                  of any Class to the extent that either (i) such Class was
                  protected against the related Realized Loss or (ii) such
                  Class of Certificates has been deposited into a separate
                  trust fund or other structuring vehicle and separate
                  certificates or other instruments representing interests
                  therein have 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 not reduce the Certificate Principal Balance of
                  such Certicates and 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.


                                     -87-
<PAGE>

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

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

         Section 4.03.     Statements to Certificateholders.

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

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

         (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

                                     -88-
<PAGE>

subsection (a) above aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of
the Trustee shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Trustee pursuant
to any requirements of the Code.

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

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

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

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

         (b) On or before 2:00 P.M. New York time on each Payment Account
Deposit Date, the Servicer shall either (i) deposit in the Payment Account
from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Servicer in respect of the
related Distribution Date, which shall be in an aggregate amount equal to the
aggregate amount of Monthly Payments (with each interest portion thereof
adjusted to the Net Mortgage Rate), less the amount of any related Servicing
Modifications, Debt Service Reductions or reductions in the amount of interest
collectable from the Mortgagor pursuant to the Relief Act, on the Outstanding
Mortgage Loans as of the related Due Date, which Monthly Payments were
delinquent as of the close of business as of the related Determination Date;
provided that no Advance shall be made if it would be a Nonrecoverable
Advance, (ii) withdraw from amounts on deposit in the 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

                                     -89-
<PAGE>

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

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

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

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

         Section 4.05.     Allocation of Realized Losses.

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

                                     -90-
<PAGE>

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; provided, however, that such Realized Losses
otherwise allocable to the Class A-3 Certificates will be allocated to the
Class A-15 Certificates until the Certificate Principal Balance of the Class
A-15 Certificates has been reduced to zero. 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; provided, however, that after the Credit Support Depletion Date, such
losses otherwise allocable to the Class A-3 Certificates will be allocated to
the Class A-15 Certificates until the Certificate Principal Balance of the
Class A-15 Certificates has been reduced to zero.

         As used herein, an allocation of a Realized Loss on a "pro rata
basis" among two or more specified Classes of Certificates means an allocation
on a pro rata basis, among the various Classes so specified, to each such
Class of Certificates on the basis of their then outstanding Certificate
Principal Balances prior to giving effect to distributions to be made on such
Distribution Date in the case of the principal portion of a Realized Loss or
based on the Accrued Certificate Interest thereon payable on such Distribution
Date (without regard to any Compensating Interest for such Distribution Date)
in the case of an interest portion of a Realized Loss; provided that for
purposes of determining "pro rata," the Certificate Principal Balance of each
class of 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

                                     -91-
<PAGE>

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. Any Realized Losses allocated to any Class of the Component
Certificates shall be allocated on a pro rata basis among the respective
Components of such Class of Certificates and shall reduce the Component
Principal Balance of each such Component by the amount so allocated.

         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.     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 Telerate Capital Markets
Report as of 11:00 A.M., London time, on the related LIBOR Rate Adjustment
Date. If such rate does not appear on such page (or such other page as may
replace that page on that service, or if such service is no longer offered,
such other service for displaying LIBOR or comparable rates as may be selected
by the Trustee after consultation with the Servicer), the rate will be the
Reference Bank Rate. The Trustee will request the principal London office of
each of the Reference Banks to provide a quotation of its rate. If at least
two such quotations are provided, the rate will be the arithmetic mean of the
quotations. If on such date fewer than two quotations are provided as
requested, the rate will be the arithmetic mean of the rates quoted by one or
more major banks in New York City, selected by the Trustee after consultation
with the Servicer, as of 11:00 A.M., New York City time, on such date for
loans in U.S. Dollars to leading European banks for a period of one month in
amounts approximately equal to the Certificate Principal Balance of the Class
A-5 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

                                     -92-
<PAGE>

first LIBOR Rate Adjustment Date, 1.17%; 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 or such
authority 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.


                                     -93-
<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.


                                     -94-
<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,

                                     -95-
<PAGE>

provided by Rule 144A. The Holder of any such Certificate desiring to effect
any such transfer, sale, pledge or other disposition shall, and does hereby
agree to, indemnify the Trustee, the Company, the Servicer and the Certificate
Registrar against any liability that may result if the transfer, sale, pledge
or other disposition is not so exempt or is not made in accordance with such
federal and state laws.

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

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


                                     -96-
<PAGE>

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

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

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

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

                                     -97-
<PAGE>

                           representing and warranting, among other things,
                           that no purpose of the proposed Transfer is to
                           impede the assessment or collection of tax.

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

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

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

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

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

                                     -98-
<PAGE>

                  liability to any Person for any registration of Transfer of
                  a Class R Certificate that is in fact not permitted by this
                  Section 5.02(f) or for making any payments due on such
                  Certificate to the holder thereof or for taking any other
                  action with respect to such holder under the provisions of
                  this Agreement.

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

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

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

                  (A)      written notification from each Rating Agency to the
                           effect that the modification, addition to or
                           elimination of such provisions will not cause such
                           Rating Agency to downgrade its then-current
                           ratings, if any, of any Class of the Senior, Class
                           M or Class B Certificates below the lower of the
                           then-current rating or the rating assigned to such
                           Certificates as of the Closing Date by such Rating
                           Agency; and


                                     -99-
<PAGE>

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

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

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

         (i)  The related Components of any class of Component Certificates may
not be transferred separately.

         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, the Certificate Registrar
and any agent of the Company, the Servicer, the Trustee, or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions


                                    -100-
<PAGE>

pursuant to Section 4.02 and for all other purposes whatsoever, except as and
to the extent provided in the definition of "Certificateholder," and neither
the Company, the Servicer, the Trustee, the Certificate Registrar nor any
agent of the Company, the Servicer, the Trustee, or the Certificate Registrar
shall be affected by notice to the contrary except as provided in Section
5.02(f).

         Section 5.05.     Appointment of Paying Agent.

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

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

         Section 5.06.     Optional Purchase of Certificates.

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

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

         (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


                                    -101-
<PAGE>

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

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

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

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




                                    -102-
<PAGE>

                                  ARTICLE VI

                         THE COMPANY AND THE SERVICER

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

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

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

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

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

         (c) Notwithstanding anything else in this Section 6.02 and Section
6.04 to the contrary, the Servicer may assign its rights and delegate its
duties and obligations under this Agreement; provided that the Person
accepting such assignment or delegation shall be a Person which is qualified
to service mortgage loans on behalf of Fannie Mae or Freddie Mac, is
reasonably satisfactory to the Trustee and the Company, is willing to service
the Mortgage Loans and executes and delivers to the Company and the Trustee an
agreement, in form and substance reasonably satisfactory to the Company and
the Trustee, which contains an assumption by such Person of the due and
punctual performance and observance of each covenant and condition to be
performed or observed by the Servicer under this Agreement; provided further
that each Rating Agency's rating of the Classes of Certificates that have been
rated in effect immediately prior to such assignment and delegation will not
be qualified, reduced or withdrawn as a result of such assignment and
delegation (as evidenced by a letter to such effect from each Rating Agency).

                                    -103-
<PAGE>

In the case of any such assignment and delegation, the Servicer shall be
released from its obligations under this Agreement, except that the Servicer
shall remain liable for all liabilities and obligations incurred by it as
Servicer hereunder prior to the satisfaction of the conditions to such
assignment and delegation set forth in the next preceding sentence.

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

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

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

         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


                                    -104-
<PAGE>


Counsel to such effect delivered to the Trustee. No such resignation by the
Servicer shall become effective until the Trustee or a successor servicer
shall have assumed the Servicer's responsibilities and obligations in
accordance with Section 7.02.

                                  ARTICLE VII

                                    DEFAULT

         Section 7.01.     Events of Default.

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

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

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

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


                                    -105-
<PAGE>

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

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

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

         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

                                    -106-
<PAGE>

and received after such notice, that portion to which GMACM would have been
entitled pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its
Servicing Fee in respect thereof, and any other amounts payable to GMACM
hereunder the entitlement to which arose prior to the termination of its
activities hereunder.

         Section 7.02.     Trustee to Act; Appointment of Successor.

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

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


                                    -107-
<PAGE>

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

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

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

         Section 7.03.   Notification to Certificateholders.

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

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

         Section 7.04.   Waiver of Events of Default.

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


                                    -108-
<PAGE>

manner set forth in Section 11.01(b)(i) or (ii). Upon any such waiver of a
default or Event of Default by the Holders representing the requisite
percentage of Voting Rights affected by such default or Event of Default, such
default or Event of Default shall cease to exist and shall be deemed to have
been remedied for every purpose hereunder. No such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon except to the extent expressly so waived.

                                 ARTICLE VIII

                            CONCERNING THE TRUSTEE

         Section 8.01.     Duties of Trustee.

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

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

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

         (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:


                                    -109-
<PAGE>

         (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.


                                    -110-
<PAGE>

         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

                                    -111-
<PAGE>

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

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

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

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

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

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

         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

                                    -112-
<PAGE>

not Trustee. The Trustee may transact business with the Company, the Servicer,
and their Affiliates, with the same rights it would have if it were not
Trustee.

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

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

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

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

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

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

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

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

         Section 8.06.     Eligibility Requirements for Trustee.

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


                                    -113-
<PAGE>

         Section 8.07.     Resignation and Removal of the Trustee.

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

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

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

         (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.


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<PAGE>

         Section 8.08.     Successor Trustee.

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

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

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

         Section 8.09.   Merger or Consolidation of Trustee.

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

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

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

                                    -115-
<PAGE>

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

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

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

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

         Section 8.11.     Appointment of Custodians.

         The Trustee may, with the consent of the Servicer and the Company,
appoint one or more Custodians who, except for Escrow Bank USA, an industrial
loan corporation organized under the laws of the State of Utah, are not
Affiliates of the Company, the Servicer or the Seller to hold all or a portion
of the Mortgage Notes as agent for the Trustee, by entering into a Custodial
Agreement; provided, however, that the Trustee may appoint a Custodian that is
an Affiliate of the Company, the Servicer or the Seller if the Trustee
receives written confirmation from each Rating Agency that such appointment
will not reduce the rating assigned to any Class of Certificates by such

                                    -116-
<PAGE>

Rating Agency below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by such Rating Agency.
Subject to Article VIII, the Trustee agrees to comply with the terms of each
Custodial Agreement and to enforce the terms and provisions thereof against
the Custodian for the benefit of the Certificateholders. Each Custodian shall
be a depository institution subject to supervision by federal or state
authority and shall be qualified to do business in the jurisdiction in which
it holds any Mortgage File. Each Custodian (other than the Custodian appointed
as of the Closing Date) shall have a combined capital and surplus of at least
$10,000,000. Each Custodial Agreement may be amended only as provided in
Section 11.01. The Trustee shall notify the Certificateholders of the
appointment of any Custodian (other than the Custodian appointed as of the
Closing Date) pursuant to this Section 8.11.

         Section 8.12.     Appointment of Office or Agency.

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

         Section 8.13.     Representations and Warranties of the Trustee.

         The Trustee hereby represents and warrants to the Trust for the
benefit of the Certificateholders, the Company, the Seller and the Servicer
that:

         (i)      The Trustee is a banking association duly organized, validly
                  existing and in good standing under the laws of the State of
                  New York;

         (ii)     The Trustee has full power, authority and legal right to
                  execute, deliver and perform its obligations under this
                  Agreement and the Custodial Agreement and to execute,
                  authenticate and deliver the Certificates, and has taken all
                  necessary action to authorize the execution, delivery and
                  performance by it of this Agreement and the Custodial
                  Agreement;


                                    -117-
<PAGE>

         (iii)    The execution, delivery and performance by the Trustee of
                  this Agreement and the Custodial Agreement will not (i)
                  violate any provision of any law or regulation governing the
                  banking and trust powers of the Trustee or any order, writ,
                  judgment or decree of any court, arbitrator, or governmental
                  authority applicable to the Trustee or any of its assets,
                  (ii) violate any provision of the corporate charter or
                  by-laws of the Trustee, or (iii) violate any provision of,
                  or constitute, with or without notice or lapse of time, a
                  default under, or result in the creation or imposition of
                  any lien on any properties included in the Trust Fund
                  pursuant to the provisions of any mortgage, indenture,
                  contract, agreement or other undertaking to which it is a
                  party, which violation, default or lien could reasonably be
                  expected to have a materially adverse effect on the
                  Trustee's performance or ability to perform its duties under
                  this Agreement or the Custodial Agreement or on the
                  transactions contemplated hereby or thereby;

         (iv)     The execution, delivery and performance by the Trustee of
                  this Agreement and the Custodial Agreement will not require
                  the authorization, consent or approval of, the giving of
                  notice to, the filing or registration with, or the taking of
                  any other action in respect of, any governmental authority
                  or agency regulating the banking and corporate trust
                  activities of the Trustee;

         (v)      Each of this Agreement and the Custodial Agreement has been
                  duly executed and delivered on behalf of the Trustee and
                  constitutes the legal, valid and binding agreement of the
                  Trustee, enforceable in accordance with its terms;

         (vi)     The Certificates have been duly executed, authenticated and
                  delivered on behalf of the Trustee in accordance with the
                  provisions of this Agreement; and

         (vii)    There are no legal or governmental actions, investigations
                  or proceedings pending in which the Trustee is a party,
                  including actions pursuant to the Federal Deposit Insurance
                  Act, (a) asserting the invalidity of this Agreement or the
                  Custodial Agreement or (b) which, if decided adversely to
                  the Trustee, would materially and adversely affect the
                  enforceability of this Agreement or the Custodial Agreement
                  against the Trustee or the rights of the Certificateholders
                  thereunder.


                                    -118-
<PAGE>

                                  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 any REMIC as a
                  REMIC.

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


                                    -119-
<PAGE>

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

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

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

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

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

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

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

                                    -120-
<PAGE>

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

         Section 9.02.   Additional Termination Requirements.

         (a)      Each REMIC that comprises the Trust Fund shall be terminated
in accordance with the following additional requirements, unless (subject to
Section 10.01(f)) the Trustee and the Servicer have received an Opinion of
Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to
the effect that the failure of any 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 any 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.


                                    -121-
<PAGE>

                                   ARTICLE X

                               REMIC PROVISIONS

         Section 10.01.    REMIC Administration.

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

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

         (c) GMACM shall hold a Class R Certificate representing a 0.03%
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.


                                    -122-
<PAGE>

         (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 any REMIC as a REMIC or (ii) result in the imposition of a tax
upon any REMIC (including but not limited to the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code) (either
such event, in the absence of an Opinion of Counsel or the indemnification
referred to in this sentence, an "Adverse REMIC Event") unless the Servicer or
the REMIC Administrator, as applicable, has received an Opinion of Counsel (at
the expense of the party seeking to take such action or, if such party fails
to pay such expense, and the Servicer or the REMIC Administrator, as
applicable, determines that taking such action is in the best interest of the
Trust Fund and the Certificateholders, at the expense of the Trust Fund, but
in no event at the expense of the Servicer, the REMIC Administrator or the
Trustee) to the effect that the contemplated action will not, with respect to
each REMIC created hereunder, endanger such status or, unless the Servicer,
the REMIC Administrator or both, as applicable, determine in its or their sole
discretion to indemnify the Trust Fund against the imposition of such a tax,
result in the imposition of such a tax. 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 any REMIC created hereunder or any related assets
thereof, or causing any 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 any REMIC, and the Trustee shall not take any
such action or cause any 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


                                    -123-
<PAGE>

substantially all of the assets of each REMIC created hereunder as "qualified
mortgages" as defined in Section 860G(a)(3) of the Code and/or "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 any REMIC created hereunder as defined in Section 860F(a)(2) of the Code,
on "net income from foreclosure property" of any REMIC as defined in Section
860G(c) of the Code, on any contributions to any REMIC after the Startup Day
therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed
by the Code or any applicable provisions of state or local tax laws, such tax
shall be charged (i) to the Servicer, if such tax arises out of or results
from a breach by the Servicer of any of its obligations under this Agreement
or the Servicer has in its sole discretion determined to indemnify the Trust
Fund against such tax, (ii) to the Trustee, if such tax arises out of or
results from a breach by the Trustee of any of its obligations under this
Article X, or (iii) otherwise against amounts on deposit in the Custodial
Account as provided by Section 3.10 and on the Distribution Date(s) following
such reimbursement the aggregate of such taxes shall be allocated in reduction
of the Accrued Certificate Interest on each Class entitled thereto in the same
manner as if such taxes constituted a Prepayment Interest Shortfall.

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

         (i) Following the Startup Day, neither the Servicer nor the Trustee
shall accept any contributions of assets to any 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 any REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding or subject any 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 any REMIC created hereunder will
receive a fee or other compensation for services nor permit any REMIC to
receive any income from assets other than "qualified mortgages" as defined in
Section 860G(a)(3) of the Code or "permitted investments" as defined in
Section 860G(a)(5) of the Code.

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

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


                                    -124-
<PAGE>

         (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 any 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 any REMIC, nor sell or dispose
of any investments in the Custodial Account or the Payment Account for gain
nor accept any contributions to any 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 any REMIC as a REMIC
or (b) unless the Servicer has determined in its sole discretion to indemnify
the Trust Fund against such tax, cause any REMIC to be subject to a tax on
"prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

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

         Section 10.02.   Servicer, REMIC Administrator and Trustee
                          Indemnification.

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

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

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

         Section 10.03.    Designation of REMIC(s).

         The REMIC Administrator (x) 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"), (y) shall make an election to treat the pool of assets comprised
of the uncertificated REMIC I Regular Interests as a REMIC ("REMIC II") for

                                    -125-
<PAGE>

federal income tax purposes, and (z) shall make an election to treat the pool
of assets comprised of the uncertificated REMIC II Regular Interests as a
REMIC ("REMIC III") 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 REMIC II Regular Interests will be "regular interests" in REMIC
II and the Class R-II Certificates will be the sole class of "residual
interests" in REMIC II for purposes of the REMIC Provisions (as defined
herein) under the federal income tax law.

         The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6,
Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-13, Class A-14, Class A-15, Class PO, Class IO, Class M-1, Class M-2, Class
M-3, Class B-1, Class B-2 and Class B-3 Certificates, will be "regular
interests" in REMIC III, and the Class R-III Certificates will be the sole
class of "residual interests" therein for purposes of the REMIC Provisions (as
defined herein) under federal income tax law.

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

         (a) On each Distribution Date, the Trustee, on behalf of REMIC I,
shall be deemed to distribute to REMIC II in respect 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(a), (b), (c), (d) and (e).

         (b) The amount described in Section 10.04(a)(ii) shall be deemed
distributed by REMIC I to REMIC II in respect of the REMIC I Regular Interests
held by the Trustee, on behalf of REMIC II, in accordance with the respective
priority assigned to each Related Class of Certificates or Related Classes of
Certificates (other than the Class R-I Certificates), under Section 4.02(a),
(b), (c), (d) and (e), until the Uncertificated Balance of each such interest
is reduced to zero.

         (c) On each Distribution Date, the Trustee, on behalf of REMIC II,
shall be deemed to distribute to REMIC III in respect of the REMIC II Regular
Interests, the following amounts in the following order of priority to the

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<PAGE>

extent of the amounts deemed distributed to REMIC II pursuant to Section
10.04(a) hereof on such Distribution Date reduced by distributions made to the
Class R-II Certificates pursuant to Section 4.02(a):

                  (i) Uncertificated Interest on the REMIC II 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(d), 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 and Class R-II Certificates) under Section 4.02(a), as
         allocated thereto pursuant to Section 4.02(a) (a), (b), (c), (d) and
         (e).

         (d) The amount described in Section 10.04(c)(ii) shall be deemed
distributed by REMIC II to REMIC III in respect of the REMIC II Regular
Interests held by the Trustee, on behalf of REMIC III, in accordance with the
respective priority assigned to each Related Class of Certificates or Related
Classes of Certificates of Certificates (other than the Class R-I and Class
R-II Certificates), under Section 4.02(a) (a), (b), (c), (d) and (e), until
the Uncertificated Balance of each such interest is reduced to zero.

         (e) 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 Related Classes of Certificates for the
REMIC I Regular Interests under Section 4.02(a).

         (f) The Uncertificated Interest amounts described in Section
10.04(c)(i) shall be deemed distributed by REMIC II to REMIC III in accordance
with the priority assigned to the REMIC II Regular Interests under Section
4.02(a).

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

         (h) On each Distribution Date, the Trustee, on behalf of REMIC III,
shall be deemed to distribute the amounts deemed received by REMIC III in
respect of the REMIC II Regular Interests held by the Trustee, on behalf of
REMIC III, pursuant to Section 10.04(c) on such Distribution Date, in the
priority set forth in Sections 4.02(a), (b), (c) (d), and (e), to the Holders
of each Class of REMIC III Certificates, the amounts distributable thereon on
such Distribution Date.

         (i) For the purposes of this Section 10.04, the interest portion of
Realized Losses allocated to the Class A-6 Certificates shall be deemed
allocated between the class or classes of REMIC I Regular Interests and the
class or classes of REMIC II Regular Interests related to such Class A-6
Certificates, in each case based on the percentage that the related REMIC I
Regular Interest or REMIC II Regular Interest, as the case maybe, bears to the
Certificate Principal Balance of the Class A-5 Certificates on such date.


                                    -127-
<PAGE>

         (j) Notwithstanding the deemed distributions on the Uncertificated
REMIC I Regular Interests and the Uncertificated REMIC II 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

                           MISCELLANEOUS PROVISIONS

         Section 11.01.    Amendment.

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

         (i)      to cure any ambiguity,

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

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

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


                                    -128-
<PAGE>

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

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

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

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

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

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

         (c)      Notwithstanding any contrary provision of this Agreement,
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 any REMIC to fail
to qualify as a REMIC at any time that any Certificate is outstanding.


                                    -129-
<PAGE>

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

         Section 11.02.    Recordation of Agreement; Counterparts.

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

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

         Section 11.03.    Limitation on Rights of Certificateholders.

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

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

         (c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates of any Class evidencing in the aggregate not less than
25% of the related Percentage Interests of such Class, shall have made written
request upon the Trustee to institute such action, suit or proceeding in its
own name as Trustee hereunder and shall have offered to the Trustee such

                                    -130-
<PAGE>

reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding it being
understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates of any Class shall have any right in any
manner whatever by virtue of any provision of this Agreement to affect,
disturb or prejudice the rights of the Holders of any other of such
Certificates of such Class or any other Class, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the common
benefit of Certificateholders of such Class or all Classes, as the case may
be. For the protection and enforcement of the provisions of this Section
11.03, each and every Certificateholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.

         Section 11.04.    Governing Law.

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

         Section 11.05.    Notices.

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

Recipient                     Address
---------                     -------

Company                       8400 Normandale Lake Boulevard
                              Suite 250, Minneapolis, Minnesota 55437,
                              Attention:  President

Servicer                      100 Witmer Road
                              Horsham, Pennsylvania 19044,
                              Attention:  President

Trustee                       4 New York Plaza
                              Sixth Floor
                              New York, New York 10004

Moody's                       99 Church Street
                              New York, New York 10007

Fitch                         One State Street Plaza
                              Residential Mortgage-Backed Securities
                              30th Floor
                              New York, New York 10004


                                    -131-
<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. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the Certificateholder receives such notice.

         Section 11.06.    Required Notices to Rating Agency and Subservicer.

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

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

         (b) the occurrence of an Event of Default,

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

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

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

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

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

         (h) the occurrence of the Final Distribution Date.

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


                                    -132-
<PAGE>

         Section 11.07.    Severability of Provisions.

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

         Section 11.08.    Supplemental Provisions for Resecuritization.

         This Agreement may be supplemented by means of the addition of a
separate Article hereto (a "Supplemental Article") for the purpose of
resecuritizing any of the Certificates issued hereunder, under the following
circumstances. With respect to any Class or Classes of Certificates issued
hereunder, or any portion of any such Class, as to which the Company or any of
its Affiliates (or any designee thereof) is the registered Holder (the
"Resecuritized Certificates"), the Company may deposit such Resecuritized
Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement
(a "Restructuring Vehicle") to be held by the Trustee pursuant to a
Supplemental 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 any REMIC created
hereunder as a REMIC or (subject to Section 10.01(f)) result in the imposition
of a tax upon the Trust Fund or any REMIC created hereunder (including but not
limited to the tax on prohibited transactions as defined in Section 860F(a)(2)
of the Code and the tax on contributions to a REMIC as set forth in Section
860G(d) of the Code).

         Section 11.09.    Allocation of Voting Rights.

         96% of all of the Voting Rights shall be allocated among Holders of
Certificates, other than the Class A-6 and Class A-7, the Class IO and Class R
Certificates, in proportion to the outstanding Certificate Principal Balances
of their respective Certificates, 1% of all Voting Rights shall be allocated
among the Holders of the Class A-6 Certificates, in accordance with their
respective Percentage Interests, 1% of all Voting Rights shall be allocated
among the Holders of the Class A-7 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

                                    -133-
<PAGE>

respective Percentage Interests, 0.33% of all Voting Rights shall be allocated
among the Holders of the Class R-I Certificates, in accordance with their
respective Percentage Interests, 0.33% of all Voting Rights shall be allocated
among the Holders of the Class R-II Certificates, in accordance with their
respective Percentage Interests, and 0.34% of all Voting Rights shall be
allocated among the Holders of the Class R-III Certificates, in accordance
with their respective Percentage Interests.

         Section 11.10.    Non-Petition.

         The Company, the Seller, the Servicer and the Trustee, by entering
into this Agreement, and each Certificateholder, by accepting a Certificate,
hereby covenant and agree that they will not at any time institute against the
Trust Fund, or join in any institution against the Trust Fund of, any
bankruptcy proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligation with respect to the Certificates
or this Agreement.





















                                    -134-
<PAGE>



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

                                  RESIDENTIAL ASSET MORTGAGE
                                        PRODUCTS, INC.


                                   By:  _____________________________________
                                        Name:
                                        Title:

                                  GMAC MORTGAGE CORPORATION


                                   By:  _____________________________________
                                        Name:
                                        Title:

                                  JPMORGAN CHASE BANK,
                                      as Trustee


                                   By:  _____________________________________
                                        Name:
                                        Title:













                                    -135-
<PAGE>




STATE OF                       )
                               )   ss.:
COUNTY OF                      )

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

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


                                 _____________________________________________
                                 Notary Public

[Notarial Seal]



















                                    -136-
<PAGE>




STATE OF                            )
                                    )   ss.:
COUNTY OF                           )

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

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


                                 _____________________________________________
                                 Notary Public

[Notarial Seal]





















                                    -137-
<PAGE>



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

         On the ___ day of __________, 200__ before me, a notary public in and
for said State, personally appeared ______________, known to me to be a[n]
______________ of JPMorgan Chase Bank, a New York State banking corporation,
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said banking corporation, and acknowledged to me that
such banking corporation executed the within instrument.

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


                                 _____________________________________________
                                 Notary Public

[Notarial Seal]
















                                    -138-

<PAGE>
                                  EXHIBIT A-1

                          FORM OF CLASS A CERTIFICATE



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

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

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


                                 A-1-1
<PAGE>

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

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


Certificate No. 1                       [[__]% Pass-Through Rate][Based
                                        upon a Notional Principal Balance]
Class A-___ Senior
                                        Aggregate Initial Certificate Principal
Date of Pooling and Servicing           Balance of the Class A-__ Certificates:
Agreement:
December 18, 2003                       Initial [Certificate Principal Balance]
                                        [Notational Amount] of this
Cut-off Date:                           Certificate: $_____________
December 1, 2003

First Distribution Date:
January 25, 2004                        CUSIP _______-______

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
January 25, 2034







                                    A-1-2
<PAGE>



                    GMAC MORTGAGE PASS-THROUGH CERTIFICATE
                                SERIES 2003-J9

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

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

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

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

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



                                    A-1-3
<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] [Notional Amount] of
this Certificate is set forth above. The Certificate Principal Balance hereof
will be reduced to the extent of distributions allocable to principal and any
Realized Losses allocable hereto.]

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

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

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

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

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



                                    A-1-4
<PAGE>

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

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

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

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

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

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

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



                                    A-1-5
<PAGE>


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

Dated:  __________, 200__            JPMORGAN CHASE BANK,
                                     Not in its individual capacity but
                                     solely as Trustee



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



                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class A Certificates referred to in the
within-mentioned Agreement.

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



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








                                    A-1-6
<PAGE>



                                  ASSIGNMENT

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

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

Dated:   Signature by or on behalf of assignor

                                              ________________________________
                                              Signature Guaranteed




                           DISTRIBUTION INSTRUCTIONS

                   The assignee should include the following for purposes of
distribution:

                   Distributions shall be made, by wire transfer or otherwise,
in immediately available funds to ___________________________ for the account
of _________________ account number ____________, or, if mailed by check, to
_________________ Applicable statements should be mailed to ______________
____________________________.

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





                                    A-1-7
<PAGE>


                                  EXHIBIT A-2

                         FORM OF CLASS IO CERTIFICATE

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

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

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


                                    A-2-1
<PAGE>

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


Certificate No. 1                        Variable Pass-Through Rate based on
                                         a Notional Amount
Class IO Senior
                                         [Percentage Interest ____%]
Date of Pooling and Servicing
Agreement:
December 18, 2003                        [______________] Initial Pass-Through
                                         Rate based on a Notional Amount
Cut-off Date:
December 1, 2003

First Distribution Date:
January 25, 2004

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
January 25, 2034



                                    A-2-2
<PAGE>



                    GMACM MORTGAGE PASS-THROUGH CERTIFICATE
                                SERIES 2003-J9

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

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

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

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

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



                                    A-2-3
<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 Class IO Notional Amount of this Certificate is set forth above.

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

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

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

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

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



                                    A-2-4
<PAGE>

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

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

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

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

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

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

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



                                    A-2-5
<PAGE>


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

Dated:  __________, 200__            JPMORGAN CHASE BANK,
                                     Not in its individual capacity but
                                     solely as Trustee



                                     By:_____________________________________
                                                 Authorized Signatory



                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class IO Certificates referred to in the
within-mentioned Agreement.

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



                                     By:_____________________________________
                                                 Authorized Signatory








                                    A-2-6
<PAGE>



                                  ASSIGNMENT

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

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

Dated:  Signature by or on behalf of assignor

                                            __________________________________
                                            Signature Guaranteed




                           DISTRIBUTION INSTRUCTIONS

                   The assignee should include the following for purposes of
distribution:

                   Distributions shall be made, by wire transfer or otherwise,
in immediately available funds to ___________________________ for the account
of _________________ account number ____________, or, if mailed by check, to
_________________ Applicable statements should be mailed to ______________
____________________________.

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





                                    A-2-7
<PAGE>


                                  EXHIBIT A-3

                         FORM OF CLASS PO CERTIFICATE

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

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

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



                                    A-3-1
<PAGE>

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


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:
December 18, 2003                     Initial Certificate Principal
                                      Balance of this Certificate: $________
Cut-off Date:
December 1, 2003                      CUSIP ___________ - _____

First Distribution Date:
January 25, 2004

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
January 25, 2034




                                    A-3-2
<PAGE>


                    GMACM MORTGAGE PASS-THROUGH CERTIFICATE
                                SERIES 2003-J9

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

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

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

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

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


                                    A-3-3
<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 distributions allocable to principal and any Realized Losses
allocable hereto.

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

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

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

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

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


                                    A-3-4
<PAGE>

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

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

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

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

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

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

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



                                    A-3-5
<PAGE>

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

Dated:  __________, 200__            JPMORGAN CHASE BANK,
                                     Not in its individual capacity but
                                     solely as Trustee



                                     By:_____________________________________
                                                 Authorized Signatory



                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class PO Certificates referred to in the
within-mentioned Agreement.

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



                                     By:_____________________________________
                                                 Authorized Signatory








                                    A-3-6
<PAGE>



                                  ASSIGNMENT

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

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

Dated:  Signature by or on behalf of assignor

                                            __________________________________
                                            Signature Guaranteed




                           DISTRIBUTION INSTRUCTIONS

                   The assignee should include the following for purposes of
distribution:

                   Distributions shall be made, by wire transfer or otherwise,
in immediately available funds to ___________________________ for the account
of _________________ account number ____________, or, if mailed by check, to
_________________ Applicable statements should be mailed to ______________
____________________________.

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





                                    A-3-7

<PAGE>


                                   EXHIBIT B

                          FORM OF CLASS M CERTIFICATE

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

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

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

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



                                     B-1
<PAGE>

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

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


Certificate No. 1                      [   ]% Pass-Through Rate

Class M-___ Subordinate
                                       Aggregate Certificate Principal Balance
Date of Pooling and Servicing          of the Class M-[___] Certificates:
Agreement:                             $__________________]
December 18, 2003

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

First Distribution Date:               CUSIP ____________ -_________
January 25, 2004

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
January 25, 2034




                                     B-2
<PAGE>


                   GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-J9

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

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

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

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

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




                                     B-3
<PAGE>

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

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

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

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

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

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



                                     B-4
<PAGE>

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

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

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

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

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

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

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



                                     B-5
<PAGE>


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

Dated:  __________, 200__            JPMORGAN CHASE BANK,
                                     Not in its individual capacity but
                                     solely as Trustee



                                     By:_____________________________________
                                                 Authorized Signatory



                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class M Certificates referred to in the
within-mentioned Agreement.

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



                                     By:_____________________________________
                                                 Authorized Signatory








                                    B-6
<PAGE>



                                  ASSIGNMENT

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

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

Dated:

                                        ______________________________________
                                        Signature by or on behalf of assignor




                                        ______________________________________
                                        Signature Guaranteed



                           DISTRIBUTION INSTRUCTIONS

                   The assignee should include the following for purposes of
distribution:

                   Distributions shall be made, by wire transfer or otherwise,
in immediately available funds to ___________________________ for the account
of _________________ account number ____________, or, if mailed by check, to
_________________ Applicable statements should be mailed to ______________
____________________________.

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






                                     B-7
<PAGE>


                                   EXHIBIT C

                          FORM OF CLASS B CERTIFICATE

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

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

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


Certificate No. 1                         [[  ]% Pass-Through Rate][Based upon
                                          a Notional Principal Balance]
Class B-__ Subordinate
                                          Aggregate Certificate Principal
Date of Pooling and                       Balance of the Class B-__ Certificates
Servicing Agreement:                      as of the Cut-off Date:
December 18, 2003                         $____________]

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

First Distribution Date:
January 25, 2004

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
January 25, 2034



                                     C-1
<PAGE>



                   GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-J9

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

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

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

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

                  Distributions on this Certificate will be made either by the
Trustee or by a Paying Agent appointed by the Trustee in immediately available
funds (by wire transfer or otherwise) for the account of the Person entitled


                                     C-2
<PAGE>

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

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

                  No transfer, sale, pledge or other disposition of this Class
B Certificate will be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, either (i) (A) the Trustee shall require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Company that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (B) the Trustee shall require the transferee to
execute a representation letter in the form described by the Agreement, and
the Trustee shall require the transferor to execute a representation letter in
the form described by the Agreement, each acceptable to and in form and
substance satisfactory to the Company and the Trustee certifying to the
Company and the Trustee the facts surrounding such transfer, which
representation letters shall not be an expense of the Trustee, the Company or
the Servicer; provided, however, that such representation letters shall not be
required in connection with any transfer of this Class B Certificate by the
Company or any affiliate thereof to the Company or an affiliate of the
Company, and the Trustee shall be entitled to conclusively rely upon a
representation (which, upon the request of the Trustee, shall be a written
representation) from the Company, of the status of such transferee as an
affiliate of the Company, or (ii) the prospective transferee of this Class B
Certificate shall be required to provide the Trustee, the Company and the
Servicer with an investment letter substantially in the form described in the
Agreement (or such other form as the Company in its sole discretion deems
acceptable), which investment letter shall not be an expense of the Trustee,
the Company or the Servicer, and which investment letter states that, among
other things, such transferee (A) is a "qualified institutional buyer" as
defined under Rule 144A, acting for its own account or the accounts of other
"qualified institutional buyers" as defined under Rule 144A, and (B) is aware
that the proposed transferor intends to rely on the exemption from
registration requirements under the Securities Act of 1933, as amended,
provided by Rule 144A. The Holder hereof desiring to effect such transfer
shall, and does hereby agree to, indemnify the Trustee, the Company, the
Servicer and the Certificate Registrar acting on behalf of the Trustee against
any liability that may result if the transfer is not so exempt or is not made
in accordance with such Federal and state laws. In connection with any such
transfer, the Trustee will also require either (i) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee, the
Company and the Servicer with respect to the permissibility of such transfer
under the Employee Retirement Income Security Act of 1974, as amended


                                     C-3
<PAGE>

("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 (or interest therein) is an "insurance company
general account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and conditions set forth in
Sections I and III of PTCE 95-60 have been satisfied.

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

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

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

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

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


                                     C-4
<PAGE>

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.




                                     C-5
<PAGE>


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

Dated:  __________, 200__            JPMORGAN CHASE BANK,
                                     Not in its individual capacity but
                                     solely as Trustee



                                     By:_____________________________________
                                                Authorized Signatory



                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class B Certificates referred to in the
within-mentioned Agreement.

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



                                     By:_____________________________________
                                                Authorized Signatory








                                    C-6
<PAGE>


                                  ASSIGNMENT

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

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

Dated:

                                        ______________________________________
                                        Signature by or on behalf of assignor




                                        ______________________________________
                                        Signature Guaranteed



                           DISTRIBUTION INSTRUCTIONS

                   The assignee should include the following for purposes of
distribution:

                   Distributions shall be made, by wire transfer or otherwise,
in immediately available funds to ___________________________ for the account
of _________________ account number ____________, or, if mailed by check, to
_________________ Applicable statements should be mailed to ______________
____________________________.

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






                                     C-7
<PAGE>

                                   EXHIBIT D

                          FORM OF CLASS R CERTIFICATE

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

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

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

ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE SERVICER AND
THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN
INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO
TAX AND EXCEPT FOR THE FHLMC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT
SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE
FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES
DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY
CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED
BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE
CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE
COOPERATIVES DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING
LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED
IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS
A "DISQUALIFIED ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR
COLLECTION OF TAX, (3) THE PROPOSED TRANSFEREE WILL NOT CAUSE INCOME FROM THIS
CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED
BASE (WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY) OF THE TRANSFEREE


                                     D-1
<PAGE>

OR ANOTHER U.S. TAXPAYER, AND (4) ANY TRANSFER OF AN OWNERSHIP INTEREST IN
THIS CERTIFICATE WILL SATISFY EITHER THE "ASSET TEST" AS SET FORTH IN SECTION
1.860E-1(C)(5) OF THE TREASURY REGULATIONS OR THE "FORMULA TEST" SET FORTH IN
SECTION 1.860E-1(C)(7) OF THE TREASURY REGULATIONS. NOTWITHSTANDING THE
REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF
A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO
LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE
CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.


Certificate No. 1                        [   ]% Pass-Through Rate]

Class R-__ Senior                        Aggregate Initial Certificate
                                         Principal Balance of the Class R-__
Date of Pooling and Servicing            Certificates:  $[33.33.][33.34]
Agreement :
December 18, 2003                        Initial Certificate Principal
                                         Balance of this Certificate: $_______
Cut-off Date:
December 1, 2003                         [Percentage Interest:  [  ]%]

First Distribution Date:                 CUSIP___________
January 25, 2004

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution
Date:
January 25, 2034





                                     D-2
<PAGE>



                   GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-J9

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

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

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

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

                  Each Holder of this Certificate will be deemed to have
agreed to be bound by the restrictions set forth in the Agreement to the
effect that (i) each person holding or acquiring any Ownership Interest in
this Certificate must be a United States Person and a Permitted Transferee,
(ii) the transfer of any Ownership Interest in this Certificate will be
conditioned upon the delivery to the Trustee of, among other things, an
affidavit to the effect that it is a United States Person and Permitted


                                     D-3
<PAGE>

Transferee, (iii) any transfer of any Ownership Interest in this Certificate
will satisfy either the "asset test" as set forth in Section 1.860E-1(C)(5) of
the Treasury regulations or the "formula test" as set forth in Section
1.860E-1(C)(7) of the Treasury regulations, (iv) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (v) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Company will have the right, in
its sole discretion and without notice to the Holder of this Certificate, to
sell this Certificate to a purchaser selected by the Company, which purchaser
may be the Company, or any affiliate of the Company, on such terms and
conditions as the Company may choose.

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

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

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

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



                                     D-4
<PAGE>

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

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

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

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

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

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



                                     D-5
<PAGE>

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

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

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







                                     D-6
<PAGE>



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

Dated:  __________, 200__            JPMORGAN CHASE BANK,
                                     Not in its individual capacity but
                                     solely as Trustee



                                     By:_____________________________________
                                                Authorized Signatory



                         CERTIFICATE OF AUTHENTICATION

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

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



                                     By:_____________________________________
                                                Authorized Signatory









                                     D-7
<PAGE>


                                  ASSIGNMENT

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

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

Dated:

                                        ______________________________________
                                        Signature by or on behalf of assignor




                                        ______________________________________
                                        Signature Guaranteed



                           DISTRIBUTION INSTRUCTIONS

                   The assignee should include the following for purposes of
distribution:

                   Distributions shall be made, by wire transfer or otherwise,
in immediately available funds to ___________________________ for the account
of _________________ account number ____________, or, if mailed by check, to
_________________ Applicable statements should be mailed to ______________
____________________________.

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








                                     D-8
<PAGE>

                                   EXHIBIT E

                            MORTGAGE LOAN SCHEDULE

                                (See attached)






























                                     E-1
<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 December 18, 2003 by and
              among GMAC Mortgage Corporation, as Servicer, JPMorgan
              Chase Bank., as Trustee and Escrow Bank USA, as Custodian

                  In connection with the administration of the Mortgage Loans,
pursuant to the above-captioned Custodial Agreement, we request the release,
and hereby acknowledge receipt, of the Custodian's Mortgage Note for the
Mortgage Loan described below, for the reason indicated. All amounts received
or to be received in connection with the liquidation or other termination of
or the payment in full and the termination of the Mortgage Loan described
below that are required to be deposited pursuant to the Pooling and Servicing
Agreement, dated as of December 18, 2003, among Residential Asset Mortgage
Products, Inc., the Servicer and the Trustee, have been or will be so
deposited.

















                                     F-1
<PAGE>



                  Mortgage Loan Number:
                  ---------------------

                  Mortgagor Name, Address & Zip Code:
                  -----------------------------------

                  Reasons for Requesting Documents (check one):
                  ---------------------------------------------
                   1.      Mortgage Paid in Full
   ------------

                   2.      Foreclosure
   ------------

                   3.      Substitution
   ------------

                   4.      Other Liquidation
   ------------

                   5.      Non-liquidation
   ------------



                                           By:
                                              --------------------------------
                                               (authorized signer)

                                           Servicer:
                                                    --------------------------

                                           Address:
                                                   ---------------------------

                                           Date:
                                                ------------------------------

   Documents Returned to Custodian


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





                                     F-2
<PAGE>

                                  EXHIBIT G-1

                   FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

STATE OF                 )
                         )    ss.:
COUNTY OF                )

                  [NAME OF OFFICER], being first duly sworn, deposes and says:

     1. That he is [Title of Officer] of [Name of Owner] (record or beneficial
owner of the GMACM Mortgage Pass-Through Certificates, Series 2003-J9, Class
R-[ ] (the "Owner")), a [savings institution] [corporation] duly organized and
existing under the laws of [the State of ________________] [the United States],
on behalf of which he makes this affidavit and agreement.

     2. That the Owner (i) is not and will not be a "disqualified
organization" as of [date of transfer] within the meaning of Sections
860E(e)(5) of the Internal Revenue Code of 1986, as amended (the "Code"), (ii)
will endeavor to remain other than a disqualified organization for so long as
it retains its ownership interest in the Class R-[ ] Certificates, and (iii)
is acquiring the Class R-[ ] Certificates for its own account or for the
account of another Owner from which it has received an affidavit and agreement
in substantially the same form as this affidavit and agreement. (For this
purpose, a "disqualified organization" means an electing large partnership
under Section 775 of the Code, the United States, any state or political
subdivision thereof, any agency or instrumentality of any of the foregoing
(other than an instrumentality all of the activities of which are subject to
tax and, except for the Federal Home Loan Mortgage Corporation, a majority of
whose board of directors is not selected by any such governmental entity) or
any foreign government, international organization or any agency or
instrumentality of such foreign government or organization, any rural electric
or telephone cooperative, or any organization (other than certain farmers'
cooperatives) that is generally exempt from federal income tax unless such
organization is subject to the tax on unrelated business taxable income).

     3. That the Owner is aware (i) of the tax that would be imposed on
transfers of Class R-[ ] Certificates to disqualified organizations, under the
Code, that applies to all transfers of Class R-[ ] Certificates after March
31, 1988; (ii) that such tax would be on the transferor (or, with respect to
transfers to electing large partnerships, on each such partnership), or, if
such transfer is through an agent (which person includes a broker, nominee or
middleman) for a disqualified organization, on the agent; (iii) that the
person (other than with respect to transfers to electing large partnerships)
otherwise liable for the tax shall be relieved of liability for the tax if the
transferee furnishes to such person an affidavit that the transferee is not a
disqualified organization and, at the time of transfer, such person does not
have actual knowledge that the affidavit is false; and (iv) that the Class R-[
] Certificates may be "noneconomic residual interests" within the meaning of
Treasury regulations promulgated pursuant to the Code and that the transferor
of a noneconomic residual interest will remain liable for any taxes due with
respect to the income on such residual interest, unless no significant purpose
of the transfer was to impede the assessment or collection of tax.


                                     G-1-1
<PAGE>

     4. That the Owner understands that, as the holder of a "noneconomic
residual interest" the Owner may incur tax liabilities in excess of any cash
flows generated by the interest and that the Owner intends to pay taxes
associated with holding the residual interest as they become due.

     5. That the owner will not cause income from the Class R-[ ] Certificate
to be attributable to a foreign permanent establishment or fixed base (within
the meaning of an applicable income tax treaty) of the Owner or another U.S.
taxpayer.

     6. That the Owner is aware of the tax imposed on a "pass-through entity"
holding Class R-[ ] Certificates if either the pass-through entity is an
electing large partnership under Section 775 of the Code or at any time during
the taxable year of the pass-through entity a disqualified organization is the
record holder of an interest in such entity. (For this purpose, a "pass
through entity" includes a regulated investment company, a real estate
investment trust or common trust fund, a partnership, trust or estate, and
certain cooperatives.)

     7. The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof (except in the
case of a partnership, to the extent provided in Treasury regulations), or an
estate that is described in Section 7701(a)(30)(D) of the Code, or a trust
that is described in Section 7701(a)(30)(E) of the Code.

     8. That the Owner is aware that the Trustee will not register the
transfer of any Class R-[ ] Certificates unless the transferee, or the
transferee's agent, delivers to it an affidavit and agreement, among other
things, in substantially the same form as this affidavit and agreement. The
Owner expressly agrees that it will not consummate any such transfer if it
knows or believes that any of the representations contained in such affidavit
and agreement are false.

     9. That the Owner has reviewed the restrictions set forth on the face of
the Class R-[ ] Certificates and the provisions of Section 5.02(f) of the
Pooling and Servicing Agreement under which the Class R-[ ] Certificates were
issued (in particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which
authorize the Trustee to deliver payments to a person other than the Owner and
negotiate a mandatory sale by the Trustee in the event the Owner holds such
Certificates in violation of Section 5.02(f)). The Owner expressly agrees to
be bound by and to comply with such restrictions and provisions.

     10. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to
constitute a reasonable arrangement to ensure that the Class R-[ ]
Certificates will only be owned, directly or indirectly, by an Owner that is
not a disqualified organization.

     11. The Owner's Taxpayer Identification Number is ______________.

     12. This affidavit and agreement relates only to the Class R-[ ]
Certificates held by the Owner and not to any other holder of the Class R-[ ]
Certificates. The Owner understands that the liabilities described herein
relate only to the Class R-[ ] Certificates.



                                    G-1-2
<PAGE>

     13. That no purpose of the Owner relating to the transfer of any of the
Class R-[ ] Certificates by the Owner is or will be to impede the assessment
or collection of any tax.

     14. That the Owner has no present knowledge or expectation that it will
be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding. In this regard, the Owner hereby represents
to and for the benefit of the person from whom it acquired the Class R-[ ]
Certificate that the Owner intends to pay taxes associated with holding such
Class R-[ ] Certificate as they become due, fully understanding that it may
incur tax liabilities in excess of any cash flows generated by the Class R-[ ]
Certificate.

     15. That the Owner has no present knowledge or expectation that it will
become insolvent or subject to a bankruptcy proceeding for so long as any of
the Class R-[ ] Certificates remain outstanding.

     16. The Owner is not an employee benefit plan or other plan subject to
the prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code") (each such Owner, a "Plan"), or
an investment manager, named fiduciary or a trustee of any such plan, or any
other Person acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan within the meaning of the
Department of Labor regulation at 29 C.F.R. 2510.3-101.

     17. The Owner will, in connection with any transfer that it makes of the
Class R-[] Certificates, deliver to the Trustee a representation letter
substantially in the form of Exhibit G-2 to the Pooling and Servicing
Agreement. The Owner hereby agrees that it will not make any transfer of any
Class R-[] Certificate unless the transfer is in compliance with the
conditions set forth in paragraph 3 of Exhibit G-2 of the Pooling and
Servicing Agreement.

     18. The Owner hereby represents to and for the benefit of the transferor
that (A)(1)(I) at the time of the transfer, and at the close of each of the
Owner's two fiscal years preceding the year of transfer, the Owner's gross
assets for financial reporting purposes exceed $100 million and its net assets
for such purposes exceed $10 million (disregarding, for purposes of
determining gross or net assets, the obligation of any person related to the
Owner within the meaning of section 860L(g) of the Code or any other asset if
a principal purpose of holding or acquiring that asset is to permit the Owner
to satisfy this minimum gross asset or net asset requirement), (II) the Owner
is a domestic C corporation for United States federal income tax purposes that
is not for such purposes an exempt corporation, a regulated investment
company, a real estate investment trust, a REMIC, or a cooperative
organization to which part I of subchapter T of the Code applies, (III) there
are no facts or circumstances on or before the date of transfer (or
anticipated) which would reasonably indicate that the taxes associated with
the Class R-[] Certificate will not be paid, (IV) the Owner is not a foreign
branch of a domestic corporation, and (V) the transfer does not involve a
transfer or assignment to a foreign branch of a domestic corporation (or any
other arrangement by which any Class R Certificate is at any time subject to
net tax by a foreign country or U.S. possession) and the Owner will not
hereafter engage in any such transfer or assignment (or any such arrangement),
and (2) does not know or have reason to know that upon any transfers of the


                                    G-1-3
<PAGE>

Class R-[] Certificate, the Owner will not honor the restrictions on
subsequent transfers of any Class R-[] Certificate or (B) the Owner has
determined that the present value of the anticipated tax liabilities
associated with holding the Class R-[] Certificate does not exceed the sum of
(1) the present value of any consideration given to the Owner to acquire the
Class R-[] Certificate, (2) the present value of the expected future
distributions on the Class R-[] Certificate, and (3) the present value of the
anticipated tax savings associated with holding the Class R-[] Certificate as
the REMIC generates losses (having made such determination by (I) assuming
that the Owner pays tax at a rate equal to the highest rate of tax specified
in Section 11(b)(1) of the Code, and (II) utilizing a discount rate for
present valuation purposes equal to the applicable Federal rate prescribed by
Section 1274(d) of the Code compounded semi-annually (or a lower discount rate
based on the Owner having demonstrated that it regularly borrows, in the
course of its trade or business, substantial funds at such lower rate from
unrelated third parties).

                  IN WITNESS WHEREOF, the Owner has caused this instrument to
be executed on its behalf, pursuant to the authority of its Board of
Directors, by its [Title of Officer] and its corporate seal to be hereunto
attached, attested by its [Assistant] Secretary, this __th day of ___________,
200__.


                                       [NAME OF OWNER]


                                       By:
                                          ___________________________________
                                          [Name of Officer]
                                          [Title of Officer]

[Corporate Seal]

ATTEST:


__________________________________
[Assistant] Secretary

                  Personally appeared before me the above-named [Name of
Officer], known or proved to me to be the same person who executed the
foregoing instrument and to be the [Title of Officer] of the Owner, and
acknowledged to me that he executed the same as his free act and deed and the
free act and deed of the Owner.

                  Subscribed and sworn before me this __th day of _________,
200__.



                                       ---------------------------------------
                                                    NOTARY PUBLIC


                                       COUNTY OF
                                                 -----------------------------
                                       STATE OF
                                                 -----------------------------

                                       My commission expires ___ day of
                                       _____________, 20__.




                                    G-1-4
<PAGE>


                                  EXHIBIT G-2

                        FORM OF TRANSFEROR CERTIFICATE

                             _______________, 20__


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

JPMorgan Chase Bank
1 Bank One, Plaza, Suite IL1-0481
Chicago, Illinois 60670-0481

Attention:  Residential Asset Mortgage Products, Inc.,  Series 2003-J9

         Re:  GMACM Mortgage Pass-Through Certificates,
              Series 2003-J9, Class R-[ ]


Ladies and Gentlemen:

     This letter is delivered to you in connection with the transfer by
______________________ (the "Seller") to _____________________ (the
"Purchaser") of $ Initial Certificate Principal Balance of GMACM Mortgage
Pass-Through Certificates, Series 2003-J9, Class R-[ ] (the "Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of December 18, 2003 among Residential
Asset Mortgage Products, Inc., as seller (the "Company"), GMAC Mortgage
Corporation, as servicer, and JPMorgan Chase Bank, as trustee (the "Trustee").
All terms used herein and not otherwise defined shall have the meanings set
forth in the Pooling and Servicing Agreement. The Seller hereby certifies,
represents and warrants to, and covenants with, the Company and the Trustee
that:

     1. No purpose of the Seller relating to the transfer of the Certificate
by the Seller to the Purchaser is or will be to impede the assessment or
collection of any tax.

     2. The Seller understands that the Purchaser has delivered to the Trustee
and the Servicer a transfer affidavit and agreement in the form attached to
the Pooling and Servicing Agreement as Exhibit G-1. The Seller does not know
or believe that any representation contained therein is false.

     3. The Seller has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Seller has determined that the Purchaser has historically
paid its debts as they become due and has found no significant evidence to
indicate that the Purchaser will not continue to pay its debts as they become
due in the future and either (A) has determined all of the following (1)(I) at
the time of the transfer, and at the close of each of the Purchaser's two


                                    G-2-1
<PAGE>

fiscal years preceding the year of transfer, the Purchaser's gross assets for
financial reporting purposes exceed $100 million and its net assets for such
purposes exceed $10 million (disregarding, for purposes of determining gross
or net assets, the obligation of any person related to the Purchaser within
the meaning of Section 8601(g) of the Code or any other asset if a principal
purpose for holding or acquiring that asset is to permit the Purchaser to
satisfy this minimum gross asset or net asset requirement), (II) the Purchaser
is a domestic C corporation for United States federal income tax purposes that
is not for such purposes an exempt corporation, a regulated investment
company, real estate investment trust, a REMIC, or a cooperative organization
to which part I of subchapter T of the Code applies, (III) there are no facts
or circumstances on or before the date of transfer (or anticipated) which
would reasonably indicate that the taxes associated with the Class R-[]
Certificates will not be paid, (IV) the Purchaser is not a foreign branch of a
domestic corporation, and (V) the transfer does not involve a transfer or
assignment to a foreign branch of a domestic corporation (or any other
arrangement by which any Class R-[] Certificate is at any time subject to net
tax by a foreign country or U.S. possession) and the Purchaser will not
hereafter engage in any such transfer or assignment (or any such arrangement)
and (2) does not know or have reason to know that the Purchaser will not honor
the restrictions on subsequent transfers of any Class R-[] Certificates as
described in paragraph 15 of the Form of Transfer Affidavit and Agreement, or
(B) the Seller has determined that the present value of the anticipated tax
liabilities associated with the holding of the Class R-[] Certificate does not
exceed the sum of (1) the present value of any consideration given to the
Purchaser to acquire the Certificate, (2) the present value of the expect
future distributions on the Class R-[] Certificate, and (3) the present value
of the anticipated tax savings associated with holding the Class R-[]
Certificate as the REMIC generates losses (having made such determination by
(I) assuming the Purchaser pays tax at a rate equal to the highest rate of tax
specified in Section 11(b)(1) of the Code, and (II) utilizing a discount rate
for present valuations equal to the applicable Federal rate prescribed by
Section 1274(d) of the Code compounded semi-annually (or a lower discount rate
based on the Purchaser having demonstrated that it regularly borrows, in the
course of its trade or business, substantial funds at such lower rate from
unrelated third parties). The Seller understands that the transfer of a Class
R-[ ] Certificate may not be respected for United States income tax purposes
(and the Seller may continue to be liable for United States income taxes
associated therewith) unless the Seller has conducted such an investigation.

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

                                       Very truly yours,


                                       ---------------------------------------
                                       Seller


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




                                    G-2-2
<PAGE>


                                   EXHIBIT H

                    FORM OF INVESTOR REPRESENTATION LETTER



                           ___________________, 20__


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

JPMorgan Chase Bank
1 Bank One, Plaza, Suite IL1-0481
Chicago, Illinois 60670-0481

GMAC Mortgage Corporation
100 Witmer Road
Horsham, Pennsylvania  19044

Attention:  Residential Asset Mortgage Products, Inc. Series 2003-J9

         RE: GMACM Mortgage Pass-Through Certificates,
             Series 2003-J9, [Class B-[ ]]


Ladies and Gentlemen:

     ______________________ (the "Purchaser") intends to purchase from
____________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of GMACM Mortgage Pass-Through Certificates, Series 2003-J9,
Class [ ] (the "Certificates"), issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of December 18,
2003 among Residential Asset Mortgage Products, Inc., as seller (the
"Company"), GMAC Mortgage Corporation, as Servicer (the "Servicer"), and
______________, as trustee (the "Trustee"). All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Purchaser hereby certifies, represents and warrants
to, and covenants with, the Company, the Trustee and the Servicer that:

     1. The Purchaser understands that (a) the Certificates have not been and
will not be registered or qualified under the Securities Act of 1933, as
amended (the "Act") or any state securities law, (b) the Company is not
required to so register or qualify the Certificates, (c) the Certificates may
be resold only if registered and qualified pursuant to the provisions of the
Act or any state securities law, or if an exemption from such registration and
qualification is available, (d) the Pooling and Servicing Agreement contains
restrictions regarding the transfer of the Certificates and (e) the
Certificates will bear a legend to the foregoing effect.



                                    H-1
<PAGE>

     2. The Purchaser is acquiring the Certificates for its own account for
investment only and not with a view to or for sale in connection with any
distribution thereof in any manner that would violate the Act or any
applicable state securities laws.

     3. The Purchaser is (a) a substantial, sophisticated institutional
investor having such knowledge and experience in financial and business
matters, and, in particular, in such matters related to securities similar to
the Certificates, such that it is capable of evaluating the merits and risks
of investment in the Certificates, (b) able to bear the economic risks of such
an investment and (c) an "accredited investor" within the meaning of Rule
501(a) promulgated pursuant to the Act.

     4. The Purchaser has been furnished with, and has had an opportunity to
review (a) a copy of the Private Placement Memorandum, dated , 200__, relating
to the Certificates, [(b)] a copy of the Pooling and Servicing Agreement and
[(b)] [(c)] such other information concerning the Certificates, the Mortgage
Loans and the Company as has been requested by the Purchaser from the Company
or the Seller and is relevant to the Purchaser's decision to purchase the
Certificates. The Purchaser has had any questions arising from such review
answered by the Company or the Seller to the satisfaction of the Purchaser.
[If the Purchaser did not purchase the Certificates from the Seller in
connection with the initial distribution of the Certificates and was provided
with a copy of the Private Placement Memorandum (the "Memorandum") relating to
the original sale (the "Original Sale") of the Certificates by the Company,
the Purchaser acknowledges that such Memorandum was provided to it by the
Seller, that the Memorandum was prepared by the Company solely for use in
connection with the Original Sale and the Company did not participate in or
facilitate in any way the purchase of the Certificates by the Purchaser from
the Seller, and the Purchaser agrees that it will look solely to the Seller
and not to the Company with respect to any damage, liability, claim or expense
arising out of, resulting from or in connection with (a) error or omission, or
alleged error or omission, contained in the Memorandum, or (b) any
information, development or event arising after the date of the Memorandum.]

     5. The Purchaser has not and will not nor has it authorized or will it
authorize any person to (a) offer, pledge, sell, dispose of or otherwise
transfer any Certificate, any interest in any Certificate or any other similar
security to any person in any manner, (b) solicit any offer to buy or to
accept a pledge, disposition of other transfer of any Certificate, any
interest in any Certificate or any other similar security from any person in
any manner, (c) otherwise approach or negotiate with respect to any
Certificate, any interest in any Certificate or any other similar security
with any person in any manner, (d) make any general solicitation by means of
general advertising or in any other manner or (e) take any other action, that
(as to any of (a) through (e) above) would constitute a distribution of any
Certificate under the Act, that would render the disposition of any
Certificate a violation of Section 5 of the Act or any state securities law,
or that would require registration or qualification pursuant thereto. The
Purchaser will not sell or otherwise transfer any of the Certificates, except
in compliance with the provisions of the Pooling and Servicing Agreement.


                                     H-2
<PAGE>

        6. The Purchaser

          (a) is not an employee benefit or other plan subject to the
      prohibited transaction provisions of the Employee Retirement Income
      Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
      Internal Revenue Code of 1986, as amended (a "Plan"), or any other
      person (including an investment manager, a named fiduciary or a trustee
      of any Plan) acting, directly or indirectly, on behalf of or purchasing
      any Certificate with "plan assets" of any Plan within the meaning of the
      Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or

          (b) is an insurance company, the source of funds to be used by it to
      purchase and hold the Certificates (or interest therein) is an
      "insurance company general account" (within the meaning of DOL
      Prohibited Transaction Class Exemption ("PTCE") 95-60), and the
      conditions set forth in Sections I and III of PTCE 95-60 have been
      satisfied.

          In addition, the Purchaser hereby certifies, represents and
warrants to, and covenants with, the Company, the Trustee and the Servicer
that the Purchaser will not transfer such Certificates to any Plan or person
unless such Plan or person meets the requirements set forth in either 6(a) or
(b) above.

                                       Very truly yours,


                                       ---------------------------------------
                                       Seller


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




                                     H-3
<PAGE>

                                   EXHIBIT I

                   FORM OF TRANSFEROR REPRESENTATION LETTER

                        ________________________, 20__


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

JPMorgan Chase Bank
1 Bank One, Plaza, Suite IL1-0481
Chicago, Illinois 60670-0481

Attention: Residential Asset Mortgage Products, Inc.,  Series 2003-J9

         Re:      GMACM Mortgage Pass-Through Certificates,
                  Series 2003-J9, [Class B-[ ]]


Ladies and Gentlemen:

                  In connection with the sale by __________ (the "Seller")
to ___________ (the "Purchaser") of $________ Initial Certificate Principal
Balance of GMACM Mortgage Pass-Through Certificates, Series 2003-J9, Class
_____ (the "Certificates"), issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of December 18,
2003, among Residential Asset Mortgage Products, Inc., as seller (the
"Company"), GMAC Mortgage Corporation, as Servicer, and JPMorgan Chase Bank,
as trustee (the "Trustee"). The Seller hereby certifies, represents and
warrants to, and covenants with, the Company and the Trustee that:

                  Neither the Seller nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c)
has otherwise approached or negotiated with respect to any Certificate, any
interest in any Certificate or any other similar security with any person in
any manner, (d) has made any general solicitation by means of general
advertising or in any other manner, or (e) has taken any other action, that
(as to any of (a) through (e) above) would constitute a distribution of the
Certificates under the Securities Act of 1933 (the "Act"), that would render
the disposition of any Certificate a violation of Section 5 of the Act or any
state securities law, or that would require registration or qualification
pursuant thereto. The Seller will not act, in any manner set forth in the
foregoing sentence with respect to any Certificate. The Seller has not and
will not sell or otherwise transfer any of the Certificates, except in
compliance with the provisions of the Pooling and Servicing Agreement.

                                       Very truly yours,


                                       ---------------------------------------
                                       Seller


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




                                     I-1
<PAGE>

                                   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 December 18, 2003 among GMAC Mortgage
Corporation as Servicer, Residential Asset Mortgage Products, Inc. as
depositor pursuant to Section 5.02 of the Agreement and JPMorgan Chase Bank,
as trustee), as follows:

          (a) The Buyer understands that the Rule 144A Securities have not
      been registered under the 1933 Act or the securities laws of any state.

          (b) The Buyer considers itself a substantial, sophisticated
      institutional investor having such knowledge and experience in financial
      and business matters that it is capable of evaluating the merits and
      risks of investment in the Rule 144A Securities.



                                     J-1
<PAGE>

          (c) The Buyer has been furnished with all information regarding the
      Rule 144A Securities that it has requested from the Seller, the Trustee
      or the Servicer.

          (d) Neither the Buyer nor anyone acting on its behalf has offered,
      transferred, pledged, sold or otherwise disposed of the Rule 144A
      Securities, any interest in the Rule 144A Securities or any other
      similar security to, or solicited any offer to buy or accept a transfer,
      pledge or other disposition of the Rule 144A Securities, any interest in
      the Rule 144A Securities or any other similar security from, or
      otherwise approached or negotiated with respect to the Rule 144A
      Securities, any interest in the Rule 144A Securities or any other
      similar security with, any person in any manner, or made any general
      solicitation by means of general advertising or in any other manner, or
      taken any other action, that would constitute a distribution of the Rule
      144A Securities under the 1933 Act or that would render the disposition
      of the Rule 144A Securities a violation of Section 5 of the 1933 Act or
      require registration pursuant thereto, nor will it act, nor has it
      authorized or will it authorize any person to act, in such manner with
      respect to the Rule 144A Securities.

          (e) The Buyer is a "qualified institutional buyer" as that term is
      defined in Rule 144A under the 1933 Act and has completed either of the
      forms of certification to that effect attached hereto as Annex 1 or
      Annex 2. The Buyer is aware that the sale to it is being made in
      reliance on Rule 144A. The Buyer is acquiring the Rule 144A Securities
      for its own account or the accounts of other qualified institutional
      buyers, understands that such Rule 144A Securities may be resold,
      pledged or transferred only (i) to a person reasonably believed to be a
      qualified institutional buyer that purchases for its own account or for
      the account of a qualified institutional buyer to whom notice is given
      that the resale, pledge or transfer is being made in reliance on Rule
      144A, or (ii) pursuant to another exemption from registration under the
      1933 Act.

     3. The Buyer

          (a) is not an employee benefit or other plan subject to the
      prohibited transaction provisions of the Employee Retirement Income
      Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
      Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or
      any other person (including an investment manager, a named fiduciary or
      a trustee of any Plan) acting, directly or indirectly, on behalf of or
      purchasing any Certificate with "plan assets" of any Plan within the
      meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.
      2510.3-101; or

          (b) is an insurance company, the source of funds to be used by it to
      purchase the Certificates is an "insurance company general account"
      (within the meaning of DOL Prohibited Transaction Class Exemption
      ("PTCE") 95-60), and the conditions set forth in Sections I and III of
      PTCE 95-60 have been satisfied.

     4. This document may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together,
shall constitute one and the same document.


                                   J-2
<PAGE>


     IN WITNESS WHEREOF, each of the parties has executed this document as of
the date set forth below.



-----------------------------------       ------------------------------------
Print Name of Seller                      Print Name of Buyer

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

Taxpayer Identification:                  Taxpayer Identification:

No:                                       No:
   --------------------------------           --------------------------------

Date:                                     Date:
     ------------------------------            -------------------------------












                                     J-3
<PAGE>



                                                         ANNEX 1 TO EXHIBIT J
                                                         --------------------


           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           --------------------------------------------------------

            [For Buyers Other Than Registered Investment Companies]

     The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:

     1. As indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.

     2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a
discretionary basis $ in securities (except for the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year (such
amount being calculated in accordance with Rule 144A) and (ii) the Buyer
satisfies the criteria in the category marked below.

      __        Corporation, etc. The Buyer is a corporation (other than a
                bank, savings and loan association or similar institution),
                Massachusetts or similar business trust, partnership, or
                charitable organization described in Section 501(c)(3) of
                the Internal Revenue Code.

      __        Bank. The Buyer (a) is a national bank or banking
                institution organized under the laws of any State, territory
                or the District of Columbia, the business of which is
                substantially confined to banking and is supervised by the
                State or territorial banking commission or similar official
                or is a foreign bank or equivalent institution, and (b) has
                an audited net worth of at least $25,000,000 as demonstrated
                in its latest annual financial statements, a copy of which
                is attached hereto.

      __        Savings and Loan. The Buyer (a) is a savings and loan
                association, building and loan association, cooperative
                bank, homestead association or similar institution, which is
                supervised and examined by a State or Federal authority
                having supervision over any such institutions or is a
                foreign savings and loan association or equivalent
                institution and (b) has an audited net worth of at least
                $25,000,000 as demonstrated in its latest annual financial
                statements.

      __        Broker-Dealer.  The Buyer is a dealer registered pursuant to
                Section 15 of the Securities Exchange Act of 1934.

      __        Insurance Company. The Buyer is an insurance company whose
                primary and predominant business activity is the writing of
                insurance or the reinsuring of risks underwritten by
                insurance companies and which is subject to supervision by
                the insurance commissioner or a similar official or agency
                of a State or territory or the District of Columbia.



                                     J-4
<PAGE>

      __        State or Local Plan. The Buyer is a plan established and
                maintained by a State, its political subdivisions, or any
                agency or instrumentality of the State or its political
                subdivisions, for the benefit of its employees.

      __        ERISA Plan. The Buyer is an employee benefit plan within the
                meaning of Title I of the Employee Retirement Income
                Security Act of 1974.

      __        Investment Adviser. The Buyer is an investment adviser
                registered under the Investment Advisers Act of 1940.

      __        SBIC. The Buyer is a Small Business Investment Company
                licensed by the U.S. Small Business Administration under
                Section 301(c) or (d) of the Small Business Investment Act
                of 1958.

      __        Business Development Company. The Buyer is a business
                development company as defined in Section 202(a)(22) of the
                Investment Advisers Act of 1940.

      __        Trust Fund. The Buyer is a trust fund whose trustee is a
                bank or trust company and whose participants are exclusively
                (a) plans established and maintained by a State, its
                political subdivisions, or any agency or instrumentality of
                the State or its political subdivisions, for the benefit of
                its employees, or (b) employee benefit plans within the
                meaning of Title I of the Employee Retirement Income
                Security Act of 1974, but is not a trust fund that includes
                as participants individual retirement accounts or H.R. 10
                plans.

     3. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Buyer, (ii) securities that are part
of an unsold allotment to or subscription by the Buyer, if the Buyer is a
dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject
to a repurchase agreement and (vii) currency, interest rate and commodity
swaps.

     4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is
a majority-owned, consolidated subsidiary of another enterprise and the Buyer
is not itself a reporting company under the Securities Exchange Act of 1934.

     5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the
Certificates are relying and will continue to rely on the statements made
herein because one or more sales to the Buyer may be in reliance on Rule 144A.



                                     J-5
<PAGE>

________   _______     Will the Buyer be purchasing the Rule 144A
Yes        No          Securities only for the Buyer's own account?

     6. If the answer to the foregoing question is "no", the Buyer agrees
that, in connection with any purchase of securities sold to the Buyer for the
account of a third party (including any separate account) in reliance on Rule
144A, the Buyer will only purchase for the account of a third party that at
the time is a "qualified institutional buyer" within the meaning of Rule 144A.
In addition, the Buyer agrees that the Buyer will not purchase securities for
a third party unless the Buyer has obtained a current representation letter
from such third party or taken other appropriate steps contemplated by Rule
144A to conclude that such third party independently meets the definition of
"qualified institutional buyer" set forth in Rule 144A.

     7. The Buyer will notify each of the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice is given, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification as of the date of such purchase.



                                      ----------------------------------------
                                      Print Name of Buyer

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

                                      Date:
                                           -----------------------------------









                                     J-6
<PAGE>



                                                          ANNEX 2 TO EXHIBIT J
                                                          --------------------


           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           --------------------------------------------------------

             [For Buyers That Are Registered Investment Companies]

     The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:

     1. As indicated below, the undersigned is the President, Chief Financial
Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because Buyer is part of a Family of Investment
Companies (as defined below), is such an officer of the Adviser.

     2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and
(ii) as marked below, the Buyer alone, or the Buyer's Family of Investment
Companies, owned at least $100,000,000 in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most recent fiscal
year. For purposes of determining the amount of securities owned by the Buyer
or the Buyer's Family of Investment Companies, the cost of such securities was
used.

     __         The Buyer owned $_______ in securities (other than the excluded
                securities referred to below) as of the end of the Buyer's
                most recent fiscal year (such amount being calculated in
                accordance with Rule 144A).

     __         The Buyer is part of a Family of Investment Companies which
                owned in the aggregate $_________ in securities (other than the
                excluded securities referred to below) as of the end of the
                Buyer's most recent fiscal year (such amount being
                calculated in accordance with Rule 144A).

     3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

     4. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Buyer or are part of the Buyer's
Family of Investment Companies, (ii) bank deposit notes and certificates of
deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities
owned but subject to a repurchase agreement and (vi) currency, interest rate
and commodity swaps.

     5. The Buyer is familiar with Rule 144A and understands that each of the
parties to which this certification is made are relying and will continue to
rely on the statements made herein because one or more sales to the Buyer will
be in reliance on Rule 144A. In addition, the Buyer will only purchase for the
Buyer's own account.



                                     J-7
<PAGE>

     6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions
herein. Until such notice, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.



                                       ---------------------------------------
                                       Print Name of Buyer

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

                                      IF AN ADVISER:


                                      ----------------------------------------
                                      Print Name of Buyer:

                                      Date:
                                           -----------------------------------




                                     J-8
<PAGE>


                                   EXHIBIT K

         FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN

                        ________________________, 20__


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

JPMorgan Chase Bank
1 Bank One, Plaza, Suite IL1-0481
Chicago, Illinois 60670-0481

Attention:  Residential Asset Mortgage Products, Inc., Series 2003-J9

         Re:  GMACM Mortgage Pass-Through Certificates,
              Series 2003-J9 Assignment of Mortgage Loan


Ladies and Gentlemen:

     This letter is delivered to you in connection with the assignment by
JPMorgan Chase Bank (the "Trustee") to (the "Lender") of (the "Mortgage Loan")
pursuant to Section 3.13(d) of the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of December 18, 2003 among
Residential Asset Mortgage Products, Inc., as seller (the "Company"), GMAC
Mortgage Corporation, as Servicer, and the Trustee. All terms used herein and
not otherwise defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Lender hereby certifies, represents and warrants to,
and covenants with, the Servicer and the Trustee that:

     (i) the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording taxes or
otherwise comply with, or facilitate a refinancing under, the laws of such
jurisdiction;

     (ii) the substance of the assignment is, and is intended to be, a
refinancing of such Mortgage Loan and the form of the transaction is solely to
comply with, or facilitate the transaction under, such local laws;

     (iii) the Mortgage Loan following the proposed assignment will be
modified to have a rate of interest at least 0.25 percent below or above the
rate of interest on such Mortgage Loan prior to such proposed assignment; and

     (iv) such assignment is at the request of the borrower under the related
Mortgage Loan.


                                       Very truly yours,



                                       ---------------------------------------
                                       (Lender)

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




                                     K-1
<PAGE>


                                   EXHIBIT L

                        SCHEDULE OF DISCOUNT FRACTIONS

     Loan         Issue                                  Discount
    Number     Date Balance   Net Rate    PO Amount      Fraction
--------------------------------------------------------------------

  101019373    $617,609.64     5.1250     $42,109.75    0.068181818
  101020839    $700,000.00     5.3750     $15,909.09    0.022727273
  101020907    $380,093.21     5.3750     $8,638.48     0.022727273
  530341304    $610,686.83     5.3750     $13,879.25    0.022727273
  534277405    $421,770.97     5.1250     $28,757.11    0.068181818
  535623409    $384,025.20     5.3750     $8,727.85     0.022727273
  536308505    $448,515.34     5.2500     $20,387.06    0.045454545
  536862808    $341,071.16     5.2500     $15,503.23    0.045454545
  539791806    $380,832.99     5.0000     $34,621.18    0.090909091
  541945903    $424,597.38     5.1250     $28,949.82    0.068181818
  542667605    $414,400.00     5.3750     $9,418.18     0.022727273
  543463509    $362,909.89     5.0000     $32,991.81    0.090909091
  543872907    $515,421.79     5.1250     $35,142.39    0.068181818
  547546804    $337,145.12     4.7500     $45,974.33    0.136363636
  547672907    $412,983.82     5.0000     $37,543.98    0.090909091
  547773002    $512,653.25     4.3750    $104,860.89    0.204545455
  548346501    $371,112.90     5.0000     $33,737.54    0.090909091
  549432300    $471,982.82     5.2500     $21,453.76    0.045454545
  549461200    $435,930.41     5.0000     $39,630.04    0.090909091
  549541100    $422,839.95     5.2500     $19,220.00    0.045454545
  549957207    $486,390.19     5.2500     $22,108.65    0.045454545
  549968204    $531,050.59     5.2500     $24,138.66    0.045454545
  550011407    $477,425.15     4.6250     $75,954.00    0.159090909
  550154405    $361,727.55     5.3750     $ 8,221.08    0.022727273
  550158406    $398,680.49     5.2500     $18,121.84    0.045454545
  550175905    $456,075.97     5.2500     $20,730.73    0.045454545
  550206007    $425,619.80     5.0000     $38,692.71    0.090909091
  550280002    $512,319.00     5.2500     $23,287.23    0.045454545
  550282602    $387,845.94     5.2500     $17,629.36    0.045454545
  550332407    $360,298.94     5.2500     $16,377.22    0.045454545
  550349906    $332,474.59     5.2500     $15,112.48    0.045454545
  550369409    $370,714.29     5.0000     $33,701.30    0.090909091
  550370704    $445,408.02     5.0000     $40,491.64    0.090909091
  550387302    $418,060.28     5.0000     $38,005.48    0.090909091
  550405302    $379,992.34     5.2500     $17,272.38    0.045454545
  550491807    $996,701.26     5.2500     $45,304.60    0.045454545
  550519003    $433,082.31     5.2500     $19,685.56    0.045454545
  550560908    $358,600.90     5.0000     $32,600.08    0.090909091
  550594204    $421,489.45     5.1250     $28,737.92    0.068181818
  550623003    $426,068.69     5.1250     $29,050.14    0.068181818
  550713002    $614,648.39     5.2500     $27,938.56    0.045454545
  550762009    $411,936.66     5.0000     $37,448.79    0.090909091
  550919005    $380,196.17     5.0000     $34,563.29    0.090909091
  550924005    $398,648.24     5.1250     $27,180.56    0.068181818
  550930705    $398,152.64     5.0000     $36,195.69    0.090909091
  550931307    $338,851.90     5.1250     $23,103.54    0.068181818
  550938401    $432,365.48     5.2500     $19,652.98    0.045454545
  550938609    $467,460.19     5.3750     $10,624.10    0.022727273
  550975502    $995,581.60     5.2500     $45,253.71    0.045454545
  551071905    $439,341.42     5.1250     $29,955.10    0.068181818
  551084007    $332,393.41     5.2500     $15,108.79    0.045454545
  551091200    $342,144.58     5.0000     $31,104.05    0.090909091
  551119209    $398,236.62     5.2500     $18,101.66    0.045454545
  551178908    $427,624.99     5.2500     $19,437.50    0.045454545
  551193402    $558,109.03     5.1250     $38,052.89    0.068181818



                                     L-1
<PAGE>


     Loan         Issue                                  Discount
    Number     Date Balance   Net Rate    PO Amount      Fraction
--------------------------------------------------------------------

  551289804    $461,356.51     5.1250     $31,456.13    0.068181818
  551300502    $393,659.14     5.0000     $35,787.19    0.090909091
  551355605    $392,301.61     5.2500     $17,831.89    0.045454545
  551361405    $418,856.58     5.0000     $38,077.87    0.090909091
  551371800    $351,245.60     5.3750     $ 7,982.85    0.022727273
  551468309    $432,568.33     5.2500     $19,662.20    0.045454545
  551622806    $399,577.53     5.2500     $18,162.62    0.045454545
  551736705    $409,412.82     5.1250     $27,914.51    0.068181818
  551758600    $352,044.76     5.2500     $16,002.03    0.045454545
  551942709    $481,866.33     5.2500     $21,903.02    0.045454545
  551968506    $578,936.48     5.2500     $26,315.29    0.045454545
  552008005    $573,112.29     5.2500     $26,050.56    0.045454545
  552086704    $516,878.39     5.2500     $23,494.47    0.045454545
  552164006    $398,236.62     5.2500     $18,101.66    0.045454545
  552210304    $527,445.61     5.2500     $23,974.80    0.045454545
  552234809    $403,811.40     5.2500     $18,355.06    0.045454545
  552285900    $484,235.17     5.2500     $22,010.69    0.045454545
  552355604    $406,640.81     5.3750     $9,241.84     0.022727273
  552416208    $508,880.98     5.2500     $23,130.95    0.045454545
  552440000    $346,129.57     5.3750     $ 7,866.58    0.022727273
  552470007    $447,969.40     5.1250     $30,543.37    0.068181818
  552477408    $428,784.01     5.2500     $19,490.18    0.045454545
  552484305    $339,214.23     4.5000     $61,675.31    0.181818182
  552566101    $628,218.58     5.2500     $28,555.39    0.045454545
  552585705    $538,615.60     5.2500     $24,482.53    0.045454545
  552678104    $364,764.11     5.1250     $24,870.28    0.068181818
  552685901    $463,521.92     5.3750     $10,534.59    0.022727273
  552692709    $411,886.79     5.2500     $18,722.13    0.045454545
  552718207    $428,341.58     5.3750     $ 9,735.04    0.022727273
  552808602    $362,656.03     5.1250     $24,726.55    0.068181818
  552812703    $644,545.97     5.2500     $29,297.54    0.045454545
  552854200    $652,738.39     5.1250     $44,504.89    0.068181818
  552863201    $420,127.75     5.2500     $19,096.72    0.045454545
  552899403    $329,375.70     5.2500     $14,971.62    0.045454545
  552912107    $418,614.51     5.2500     $19,027.93    0.045454545
  552919805    $373,229.28     5.2500     $16,964.97    0.045454545
  552920407    $392,643.13     5.3750     $ 8,923.71    0.022727273
  552941403    $372,338.44     5.1250     $25,386.71    0.068181818
  552955106    $373,742.15     5.0000     $33,976.56    0.090909091
  553027202    $518,743.47     5.1250     $35,368.87    0.068181818
  553054909    $398,617.51     5.0000     $36,237.96    0.090909091
  553160102    $367,314.21     5.2500     $16,696.10    0.045454545
  553195900    $353,123.49     5.2500     $16,051.07    0.045454545
  553239104    $338,824.87     5.0000     $30,802.26    0.090909091
  553259508    $354,946.15     5.2500     $16,133.92    0.045454545
  553262601    $534,231.88     5.2500     $24,283.27    0.045454545
  553271503    $645,143.31     5.2500     $29,324.70    0.045454545
  553272204    $422,989.85     5.2500     $19,226.81    0.045454545
  553318007    $355,074.82     5.2500     $16,139.76    0.045454545
  553318205    $406,158.92     5.1250     $27,692.65    0.068181818
  553437609    $350,229.86     5.2500     $15,919.54    0.045454545
  553444803    $395,634.10     5.2500     $17,983.37    0.045454545
  553501701    $102,776.75     5.1250     $ 7,007.51    0.068181818
  553516709    $382,544.87     4.5000     $69,553.61    0.181818182
  553519406    $444,000.47     5.1250     $30,272.76    0.068181818
  553577404    $698,464.09     5.2500     $31,748.37    0.045454545
  553646902    $505,760.50     5.2500     $22,989.11    0.045454545
  553647900    $486,530.14     5.2500     $22,115.01    0.045454545
  553675802    $519,430.82     5.2500     $23,610.49    0.045454545
  553691007    $345,949.89     5.1250     $23,587.49    0.068181818
  553691106    $418,543.44     5.1250     $28,537.05    0.068181818
  553701004    $371,144.73     5.0000     $33,740.43    0.090909091
  553732504    $364,058.46     5.1250     $24,822.17    0.068181818
  553811407    $366,358.70     5.1250     $24,979.00    0.068181818
  553870700    $401,788.66     5.1250     $27,394.68    0.068181818
  553995705    $385,302.73     5.2500     $17,513.76    0.045454545


                                     L-2
<PAGE>


     Loan         Issue                                  Discount
    Number     Date Balance   Net Rate    PO Amount      Fraction
--------------------------------------------------------------------

  554110007    $591,243.17     5.2500     $26,874.69    0.045454545
  554113001    $366,638.47     5.1250     $24,998.08    0.068181818
  554177402    $331,487.86     5.2500     $15,067.63    0.045454545
  554192609    $434,493.09     5.0000     $39,499.37    0.090909091
  554201301    $561,696.88     5.1250     $38,297.51    0.068181818
  554292201    $358,784.37     5.1250     $24,462.57    0.068181818
  554296004    $358,337.37     5.0000     $32,576.12    0.090909091
  554327601    $468,449.59     5.2500     $21,293.16    0.045454545
  554349100    $399,101.55     5.1250     $27,211.47    0.068181818
  554404509    $444,892.61     5.1250     $30,333.59    0.068181818
  554472100    $518,885.55     5.3750     $11,792.85    0.022727273
  554537407    $366,377.68     5.2500     $16,653.53    0.045454545
  554614305    $492,769.10     5.2500     $22,398.60    0.045454545
  554625004    $577,929.15     5.2500     $26,269.51    0.045454545
  554701003    $545,551.57     5.1250     $37,196.70    0.068181818
  554705707    $417,506.36     5.0000     $37,955.12    0.090909091
  554709808    $334,891.59     5.2500     $15,222.35    0.045454545
  554799205    $571,936.09     5.3750     $12,998.55    0.022727273
  554818401    $326,554.02     5.2500     $14,843.36    0.045454545
  555019603    $421,538.01     5.0000     $38,321.64    0.090909091
  555037506    $446,025.01     5.2500     $20,273.86    0.045454545
  555058106    $381,138.55     5.2500     $17,324.48    0.045454545
  555224401    $433,354.73     5.1250     $29,546.91    0.068181818
  555332709    $339,527.95     5.2500     $15,433.09    0.045454545
  555368109    $620,000.00     5.2500     $28,181.82    0.045454545
  555382407    $409,014.17     5.1250     $27,887.33    0.068181818
  555423607    $584,066.91     5.2500     $26,548.50    0.045454545
  555436708    $539,408.93     5.2500     $24,518.59    0.045454545
  555470608    $398,617.51     5.0000     $36,237.96    0.090909091
  555494806    $574,099.91     5.2500     $26,095.45    0.045454545
  555574805    $419,078.45     5.2500     $19,049.02    0.045454545
  555645308    $319,264.27     5.0000     $29,024.02    0.090909091
  555675206    $426,554.76     5.1250     $29,083.28    0.068181818
  555708007    $388,166.31     5.3750     $ 8,821.96    0.022727273
  555729706    $339,236.31     5.1250     $23,129.75    0.068181818
  555735802    $431,052.13     5.2500     $19,593.28    0.045454545
  555873306    $578,697.25     5.1250     $39,456.63    0.068181818
  555955509    $438,548.53     5.2500     $19,934.02    0.045454545
  556060804    $480,000.00     5.3750     $10,909.09    0.022727273
  556063501    $423,546.71     5.3750     $ 9,626.06    0.022727273
  556991206    $449,415.63     5.1250     $30,641.97    0.068181818
  557035102    $508,542.75     5.2500     $23,115.58    0.045454545
  557123403    $948,984.39     5.3750     $21,567.83    0.022727273
  557187507    $379,000.00     5.3750     $ 8,613.64    0.022727273
  557387602    $749,179.08     5.2500     $34,053.59    0.045454545
  557411709    $502,919.85     5.3750     $11,430.00    0.022727273
  557523008    $494,271.03     5.3750     $11,233.43    0.022727273
  557672003    $373,571.00     5.0000     $33,961.00    0.090909091
  557865904    $355,610.34     5.2500     $16,164.11    0.045454545
  557971900    $340,599.64     4.8750     $38,704.50    0.113636364
  558035101    $468,000.00     5.1250     $31,909.09    0.068181818
  558037503    $344,631.17     5.3750     $ 7,832.53    0.022727273
  558186003    $695,117.50     5.1250     $47,394.38    0.068181818
  558245601    $394,577.71     5.3750     $ 8,967.68    0.022727273
  558259602    $400,000.00     5.2500     $18,181.82    0.045454545
  558348108    $490,000.00     5.0000     $44,545.45    0.090909091
  558429601    $387,964.78     5.1250     $26,452.14    0.068181818
  558533600    $395,556.26     5.1250     $26,969.75    0.068181818
  558624201    $464,502.88     5.3750     $10,556.88    0.022727273
  558716007    $411,338.33     5.1250     $28,045.80    0.068181818
  558759106    $600,000.00     5.2500     $27,272.73    0.045454545
  559325303    $384,000.00     5.2500     $17,454.55    0.045454545
  559632104    $440,000.00     5.0000     $40,000.00    0.090909091
  560184004    $575,000.00     5.3750     $13,068.18    0.022727273


                                     L-3
<PAGE>


     Loan         Issue                                  Discount
    Number     Date Balance   Net Rate    PO Amount      Fraction
--------------------------------------------------------------------

  600382530    $358,412.97     5.2500     $16,291.50    0.045454545
  600628376    $597,213.19     5.2500     $27,146.05    0.045454545
  600674052    $328,812.65     5.2500     $14,946.03    0.045454545
  600685169    $646,492.81     5.3750     $14,693.02    0.022727273
  600701270    $426,588.13     5.2500     $19,390.37    0.045454545
  600703952    $456,189.64     5.2500     $20,735.89    0.045454545
  600704555    $647,905.54     5.3750     $14,725.13    0.022727273
  600705314    $578,086.71     5.2500     $26,276.67    0.045454545
  600705573    $546,635.76     5.3750     $12,423.54    0.022727273
  600706320    $379,166.23     5.2500     $17,234.83    0.045454545
  600706739    $637,888.80     5.2500     $28,994.95    0.045454545
  600707132    $952,781.15     5.2500     $43,308.23    0.045454545
  600707468    $485,304.69     5.2500     $22,059.30    0.045454545
  600708167    $368,883.14     5.2500     $16,767.42    0.045454545
  600708216    $517,707.62     5.2500     $23,532.16    0.045454545
  600710227    $411,663.64     5.2500     $18,711.98    0.045454545
  600710310    $354,202.62     5.1250     $24,150.18    0.068181818
  600710420    $590,092.41     5.3750     $13,411.19    0.022727273
  600711213    $419,078.47     5.2500     $19,049.02    0.045454545
  600711482    $541,166.45     5.1250     $36,897.71    0.068181818
  600711887    $410,102.42     5.2500     $18,641.02    0.045454545
  600712624    $403,214.58     5.2500     $18,327.94    0.045454545
  600715365    $617,266.79     5.2500     $28,057.58    0.045454545
  600717717    $401,970.10     5.2500     $18,271.37    0.045454545
  600718168    $502,275.93     5.2500     $22,830.72    0.045454545
  600719429    $747,525.94     5.2500     $33,978.45    0.045454545
  600719528    $506,808.02     5.3750     $11,518.36    0.022727273
  600719545    $344,085.32     5.2500     $15,640.24    0.045454545
  600722852    $397,683.80     5.2500     $18,076.54    0.045454545
  600723847    $554,743.63     5.2500     $25,215.62    0.045454545
  600726021    $398,680.49     5.2500     $18,121.84    0.045454545
  600726097    $842,277.19     5.3750     $19,142.66    0.022727273
  600728330    $523,481.22     5.3750     $11,897.30    0.022727273
  600730240    $517,477.17     5.3750     $11,760.84    0.022727273
  600730777    $556,907.01     5.2500     $25,313.96    0.045454545
  600730808    $413,205.14     5.2500     $18,782.05    0.045454545
  600733163    $473,396.07     5.1250     $32,277.00    0.068181818
  600733615    $462,158.43     5.2500     $21,007.20    0.045454545
  600734367    $422,069.96     5.1250     $28,777.50    0.068181818
  600735113    $495,249.45     5.2500     $22,511.34    0.045454545
  600735121    $533,637.09     5.2500     $24,256.23    0.045454545
  600735217    $412,707.90     5.2500     $18,759.45    0.045454545
  600736164    $370,398.02     5.3750     $ 8,418.14    0.022727273
  600737240    $497,238.39     5.2500     $22,601.75    0.045454545
  600739764    $352,298.76     5.3750     $ 8,006.79    0.022727273
  600740280    $338,501.14     5.2500     $15,386.42    0.045454545
  600741357    $366,255.10     5.2500     $16,647.96    0.045454545
  600741507    $425,991.68     5.2500     $19,363.26    0.045454545
  600742022    $365,581.24     5.2500     $16,617.33    0.045454545
  600743297    $388,641.58     5.3750     $ 8,832.76    0.022727273
  600747260    $378,324.80     5.2500     $17,196.58    0.045454545
  600747357    $545,584.21     5.2500     $24,799.28    0.045454545
  600747460    $462,750.98     5.2500     $21,034.14    0.045454545
  600748157    $391,139.91     5.2500     $17,779.09    0.045454545
  600749430    $327,889.05     5.1250     $22,356.07    0.068181818
  600749671    $378,324.80     5.2500     $17,196.58    0.045454545
  600749777    $360,289.90     5.0000     $32,753.63    0.090909091
  600749801    $398,236.62     5.2500     $18,101.66    0.045454545


                                     L-4
<PAGE>


     Loan         Issue                                  Discount
    Number     Date Balance   Net Rate    PO Amount      Fraction
--------------------------------------------------------------------

  600750768    $420,139.65     5.2500     $19,097.26    0.045454545
  600751348    $481,764.70     5.0000     $43,796.79    0.090909091
  600753192    $421,334.37     5.2500     $19,151.56    0.045454545
  600753206    $514,062.67     5.2500     $23,366.49    0.045454545
  600754270    $469,122.72     5.2500     $21,323.76    0.045454545
  600755227    $477,000.00     5.2500     $21,681.82    0.045454545
  600755272    $340,871.82     5.2500     $15,494.17    0.045454545
  600756494    $473,957.78     5.2500     $21,543.54    0.045454545
  600757259    $412,031.84     5.2500     $18,728.72    0.045454545
  600757746    $434,575.73     5.2500     $19,753.44    0.045454545
  600758494    $335,514.35     5.2500     $15,250.65    0.045454545
  600758572    $397,056.09     5.3750     $ 9,024.00    0.022727273
  600759104    $639,383.85     5.2500     $29,062.90    0.045454545
  600760003    $518,204.92     5.2500     $23,554.77    0.045454545
  600761891    $511,307.74     5.2500     $23,241.26    0.045454545
  600763372    $470,964.38     5.2500     $21,407.47    0.045454545
  600763808    $524,875.89     5.2500     $23,858.00    0.045454545
  600764074    $350,484.14     5.3750     $ 7,965.55    0.022727273
  600764251    $374,342.42     5.2500     $17,015.56    0.045454545
  600765143    $462,902.09     5.2500     $21,041.00    0.045454545
  600765150    $370,360.05     5.2500     $16,834.55    0.045454545
  600765494    $418,148.48     5.2500     $19,006.75    0.045454545
  600765536    $419,044.50     5.2500     $19,047.48    0.045454545
  600765853    $482,403.41     5.2500     $21,927.43    0.045454545
  600766117    $537,619.46     5.2500     $24,437.25    0.045454545
  600767225    $383,699.97     5.1250     $26,161.36    0.068181818
  600767597    $398,236.62     5.2500     $18,101.66    0.045454545
  600768300    $399,101.57     5.1250     $27,211.47    0.068181818
  600769056    $465,326.31     5.2500     $21,151.20    0.045454545
  600769630    $430,325.76     5.3750     $ 9,780.13    0.022727273
  600769903    $350,896.27     5.2500     $15,949.83    0.045454545
  600770208    $398,277.42     5.3750     $ 9,051.76    0.022727273
  600771009    $435,585.41     5.2500     $19,799.34    0.045454545
  600771257    $426,068.69     5.1250     $29,050.14    0.068181818
  600772042    $418,011.88     5.2500     $19,000.54    0.045454545
  600774359    $324,286.91     5.2500     $14,740.31    0.045454545
  600774416    $444,432.08     5.2500     $20,201.46    0.045454545
  600775767    $413,233.23     5.2500     $18,783.33    0.045454545
  600776671    $422,544.50     5.2500     $19,206.57    0.045454545
  600781065    $668,528.30     5.2500     $30,387.65    0.045454545
  600781111    $379,843.41     5.2500     $17,265.61    0.045454545
  600783258    $362,394.56     5.2500     $16,472.48    0.045454545
  600783631    $515,892.56     5.2500     $23,449.66    0.045454545
  600783670    $613,047.55     5.2500     $27,865.80    0.045454545
  600783752    $358,812.45     5.2500     $16,309.66    0.045454545
  600784279    $454,469.65     5.2500     $20,657.71    0.045454545
  600785310    $378,168.42     5.2500     $17,189.47    0.045454545
  600785634    $541,601.82     5.2500     $24,618.26    0.045454545
  600786544    $553,169.20     5.2500     $25,144.05    0.045454545
  600787158    $373,620.91     5.3750     $ 8,491.38    0.022727273
  600787474    $439,518.40     5.2500     $19,978.11    0.045454545
  600788659    $578,041.52     5.1250     $39,411.92    0.068181818
  600789453    $443,894.38     5.2500     $20,177.02    0.045454545


                                     L-5
<PAGE>


     Loan         Issue                                  Discount
    Number     Date Balance   Net Rate    PO Amount      Fraction
--------------------------------------------------------------------

  600790545    $398,419.30     5.2500     $18,109.97    0.045454545
  600795209    $436,522.85     5.2500     $19,841.95    0.045454545
  600796921    $509,887.43     5.2500     $23,176.70    0.045454545
  600797565    $396,696.79     5.2500     $18,031.67    0.045454545
  600804609    $563,385.37     5.2500     $25,608.43    0.045454545
  600806163    $647,905.54     5.3750     $14,725.13    0.022727273
  600806911    $453,533.86     5.3750     $10,307.59    0.022727273
  600810802    $371,874.60     5.0000     $33,806.78    0.090909091
  600812276    $622,630.85     5.2500     $28,301.40    0.045454545
  600817483    $413,163.43     5.3750     $ 9,390.08    0.022727273
  600822682    $367,889.98     5.0000     $33,444.54    0.090909091
  600833235    $334,518.77     5.2500     $15,205.40    0.045454545
  600834441    $646,856.35     4.7500     $88,207.68    0.136363636
  600834447    $446,025.05     5.2500     $20,273.87    0.045454545
  600834449    $417,263.98     5.0000     $37,933.09    0.090909091
  600834990    $380,592.65     4.8750     $43,249.16    0.113636364
  600836436    $464,343.92     5.2500     $21,106.54    0.045454545
  600836932    $382,217.73     5.2500     $17,373.53    0.045454545
  600837188    $434,426.72     5.0000     $39,493.34    0.090909091
  600837190    $417,570.03     5.0000     $37,960.91    0.090909091
  600838427    $358,175.08     5.1250     $24,421.03    0.068181818
  600849695    $619,337.18     5.3750     $14,075.85    0.022727273
  600857969    $519,069.25     5.3750     $11,797.03    0.022727273
  600857971    $699,251.66     5.3750     $15,892.08    0.022727273
  600858117    $439,518.40     5.2500     $19,978.11    0.045454545
  600858229    $429,529.34     5.2500     $19,524.06    0.045454545
  600858282    $425,544.58     5.3750     $ 9,671.47    0.022727273
  600858440    $462,505.02     5.3750     $10,511.48    0.022727273
  600859760    $391,501.02     5.3750     $ 8,897.75    0.022727273
  600859768    $439,529.61     5.3750     $ 9,989.31    0.022727273
  600862469    $358,011.66     5.2500     $16,273.26    0.045454545
  600871792    $470,804.86     5.1250     $32,100.33    0.068181818
  600871793    $627,222.69     5.2500     $28,510.12    0.045454545
  600889609    $450,000.00     5.2500     $20,454.55    0.045454545
  600891690    $429,540.30     5.3750     $ 9,762.28    0.022727273
  600891693    $648,772.20     5.1250     $44,234.47    0.068181818
  654377283    $322,116.80     5.0000     $29,283.35    0.090909091
  654421371    $387,198.66     5.1250     $26,399.91    0.068181818
  654499241    $367,120.90     5.2500     $16,687.31    0.045454545
  654571187    $448,989.24     5.1250     $30,612.90    0.068181818
  654574305    $432,474.30     5.2500     $19,657.92    0.045454545
  654577220    $597,844.91     5.2500     $27,174.77    0.045454545
  654580992    $356,882.29     5.1250     $24,332.88    0.068181818
  654581065    $343,514.27     5.3750     $ 7,807.14    0.022727273
  654590377    $550,121.64     5.3750     $12,502.76    0.022727273
  654598420    $413,471.84     5.3750     $ 9,397.09    0.022727273
  654614343    $369,197.11     5.3750     $ 8,390.84    0.022727273
  654614463    $548,515.18     5.1250     $37,398.76    0.068181818
  654617233    $387,168.46     5.3750     $ 8,799.28    0.022727273
  654620414    $496,055.86     5.3750     $11,274.00    0.022727273
  654635345    $358,258.92     4.7500     $48,853.49    0.136363636
  654652944    $713,467.64     5.3750     $16,215.17    0.022727273
  654654732    $371,798.10     5.3750     $ 8,449.96    0.022727273


                                     L-6
<PAGE>


     Loan         Issue                                  Discount
    Number     Date Balance   Net Rate    PO Amount      Fraction
--------------------------------------------------------------------

  654660205    $515,710.02     5.1250     $35,162.05    0.068181818
  654663029    $413,631.00     5.2500     $18,801.41    0.045454545
  654664072    $369,087.94     5.2500     $16,776.72    0.045454545
  654665455    $395,131.11     5.2500     $17,960.51    0.045454545
  654670636    $399,122.34     5.2500     $18,141.92    0.045454545
  654678070    $488,949.86     5.3750     $11,112.50    0.022727273
  654680551    $522,275.59     5.3750     $11,869.90    0.022727273
  654682214    $601,078.24     5.2500     $27,321.74    0.045454545
  654686180    $554,983.81     4.7500     $75,679.61    0.136363636
  654687899    $350,811.40     5.1250     $23,918.96    0.068181818
  654742877    $327,649.34     5.3750     $ 7,446.58    0.022727273
  654743985    $447,521.05     5.3750     $10,170.93    0.022727273
  654747445    $348,368.27     5.2500     $15,834.92    0.045454545
  654753580    $500,000.00     5.3750     $11,363.64    0.022727273
  654755815    $419,550.99     5.3750     $ 9,535.25    0.022727273
  654758909    $372,371.24     5.3750     $ 8,462.98    0.022727273
  654759642    $387,585.20     5.3750     $ 8,808.75    0.022727273
  654760313    $382,700.00     5.3750     $ 8,697.73    0.022727273
  654762548    $351,893.15     5.3750     $ 7,997.57    0.022727273
  654769133    $464,000.00     5.3750     $10,545.45    0.022727273
  685268277    $358,508.89     5.2500     $16,295.86    0.045454545
  685276853    $630,284.91     5.2500     $28,649.31    0.045454545
  685289218    $404,042.63     5.2500     $18,365.57    0.045454545
  685293819    $389,289.91     5.2500     $17,695.00    0.045454545
  685296583    $431,364.83     5.2500     $19,607.49    0.045454545
  685297263    $374,321.07     5.2500     $17,014.59    0.045454545
  685302157    $343,861.91     5.2500     $15,630.09    0.045454545
  685304057    $376,831.38     5.2500     $17,128.70    0.045454545
  685304712    $395,092.36     5.2500     $17,958.74    0.045454545
  685305201    $549,412.01     5.3750     $12,486.64    0.022727273
  685308372    $385,253.70     5.1250     $26,267.30    0.068181818
  685312545    $420,607.93     5.2500     $19,118.54    0.045454545
  685314233    $514,003.65     5.2500     $23,363.80    0.045454545
  685316011    $539,338.59     5.3750     $12,257.70    0.022727273
  685340974    $403,568.09     5.3750     $ 9,172.00    0.022727273
  685341844    $649,288.54     5.2500     $29,513.12    0.045454545
  685343056    $399,000.00     5.3750     $ 9,068.18    0.022727273
  685347612    $420,000.00     5.3750     $ 9,545.45    0.022727273












                                     L-7
<PAGE>



                                   EXHIBIT M

                         INFORMATION TO BE INCLUDED IN
                           MONTHLY REMITTANCE REPORT

     (i) (a) the amount of such distribution to the Certificateholders of such
Class applied to reduce the Certificate Principal Balance thereof, and (b) the
aggregate amount included therein representing Principal Prepayments;

     (ii) the amount of such distribution to Holders of such Class of
Certificates allocable to interest;

     (iii) if the distribution to the Holders of such Class of Certificates is
less than the full amount that would be distributable to such Holders if there
were sufficient funds available therefor, the amount of the shortfall;

     (iv) the amount of any Advance by the Servicer pursuant to Section 4.04;

     (v) the number and Pool Stated Principal Balance of the Mortgage Loans
after giving effect to the distribution of principal on such Distribution
Date;

     (vi) the related Subordinate Principal Distribution Amount and Prepayment
Distribution Percentage, if applicable;

     (vii) on the basis of the most recent reports furnished to it by the
Servicer, the number and aggregate principal balances of Mortgage Loans that
are Delinquent (A) 30-59 days, (B) 60-89 days and (C) 90 or more days and the
number and aggregate principal balance of Mortgage Loans that are in
foreclosure;

     (viii) on the basis of the most recent reports furnished to it by the
Servicer, the number, aggregate principal balance of any REO Properties;

     (ix) the aggregate Accrued Certificate Interest remaining unpaid, if any,
for each Class of Certificates, after giving effect to the distribution made
on such Distribution Date;

     (x) the Special Hazard Amount, Fraud Loss Amount and Bankruptcy Amount as
of the close of business on such Distribution Date and a description of any
change in the calculation of such amounts;

     (xi) the Pass-Through Rate with respect to the Class IO Certificates, if
any, thereof;

     (xii) the occurrence of the Credit Support Depletion Date;



                                     M-1
<PAGE>

     (xiii) the related Senior Accelerated Distribution Percentage applicable
to such distribution;

     (xiv) the related Senior Percentage for such Distribution Date; and

     (xv) the amount of Realized Losses allocated on such Distribution Date
and the cumulative amount of Realized Losses as of such Distribution Date.

     In the case of information furnished pursuant to clauses (i) and (ii)
above, the amounts shall be expressed as a dollar amount per Certificate with
a $1,000 denomination.


























                                     M-2
<PAGE>

                                   EXHIBIT N

                        FORM OF CUSTODIAN CERTIFICATION

                               December 18, 2003


JPMorgan Chase Bank,
as Trustee
1 Bank One Plaza, Suite IL1-0481
Chicago, Illinois 60670-0481

GMAC Mortgage Corporation.
100 Witmer Road
Horsham, Pennsylvania  19044

Attention:  Residential Asset Mortgage Products, Inc., Series 2003-J9

         Re:  Custodial Agreement dated as of December 18, 2003, by and
              among JPMorgan Chase Bank, as Trustee, GMAC Mortgage
              Corporation, as Servicer, and Escrow Bank USA, as Custodian


Ladies and Gentlemen:

                  In accordance with Section 2.2 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby certifies that it
has received the following with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule:

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

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



                                     N-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























                                     N-2
<PAGE>



                            SCHEDULE A TO EXHIBIT N

                     EXCEPTIONS TO CUSTODIAN CERTIFICATION



                                    [None]

































                                     N-3
<PAGE>
<TABLE>
<CAPTION>

                                          EXHIBIT O

                          AGGREGATE PLANNED PRINCIPAL BALANCE TABLE

                                  Aggregate
                                  Class A-1,                                   Aggregate
                                  Class A-2,            Aggregate           Component A-4-1,
                                  Class A-3,         Component A-4-2,       Component A-5-1,
Distribution Dates                Class A-15         Component A-5-2           Class A-9
-----------------------------   --------------       ---------------        ----------------

<S>                            <C>                  <C>                    <C>
Initial Balance..............   171,018,000.00        34,155,000.00          67,153,000.00
January 25, 2004.............   170,310,048.36        34,064,451.99          66,875,673.93
February 25, 2004............   169,517,647.22        33,943,811.42          66,505,902.95
March 25, 2004...............   168,641,051.92        33,793,174.57          66,043,974.19
April 25, 2004...............   167,680,565.82        33,612,678.01          65,490,378.65
May 25, 2004.................   166,636,540.19        33,402,498.50          64,845,811.96
June 25, 2004................   165,509,374.11        33,162,852.97          64,111,174.46
July 25, 2004................   164,299,514.23        32,893,998.37          63,287,570.74
August 25, 2004..............   163,007,454.57        32,596,231.43          62,376,308.61
September 25, 2004...........   161,633,736.23        32,269,888.44          61,378,897.49
October 25, 2004.............   160,178,947.08        31,915,344.86          60,297,046.19
November 25, 2004............   158,643,721.36        31,533,014.90          59,132,660.10
December 25, 2004............   157,028,739.29        31,123,351.10          57,887,837.84
January 25, 2005.............   155,334,726.64        30,686,843.71          56,564,867.24
February 25, 2005............   153,562,454.16        30,224,020.13          55,166,220.86
March 25, 2005...............   151,712,737.09        29,735,444.21          53,694,550.85
April 25, 2005...............   149,786,434.55        29,221,715.50          52,152,683.28
May 25, 2005.................   147,784,448.90        28,683,468.48          50,543,611.93
June 25, 2005................   145,707,725.08        28,121,371.65          48,870,491.58
July 25, 2005................   143,557,249.90        27,536,126.60          47,136,630.73
August 25, 2005..............   141,334,051.27        26,928,467.06          45,345,483.85
September 25, 2005...........   139,039,197.40        26,299,157.83          43,500,643.20
October 25, 2005.............   136,673,795.98        25,648,993.68          41,605,830.13
November 25, 2005............   134,238,993.29        24,978,798.18          39,664,886.02
December 25, 2005............   131,735,973.32        24,289,422.50          37,681,762.76
January 25, 2006.............   129,165,956.78        23,581,744.17          35,660,512.94
February 25, 2006............   126,530,200.13        22,856,665.74          33,605,279.60
March 25, 2006...............   123,829,994.59        22,115,113.46          31,520,285.80
April 25, 2006...............   121,066,665.07        21,358,035.84          29,409,823.78
May 25, 2006.................   118,319,566.61        20,613,889.41          27,359,159.21
June 25, 2006................   115,588,607.51        19,882,534.19          25,367,130.38
July 25, 2006................   112,873,696.55        19,163,831.47          23,432,595.51
August 25, 2006..............   110,174,743.07        18,457,643.88          21,554,432.45
September 25, 2006...........   107,491,656.90        17,763,835.29          19,731,538.32
October 25, 2006.............   104,824,348.40        17,082,270.88          17,962,829.25
November 25, 2006............   102,172,728.45        16,412,817.07          16,247,239.99
December 25, 2006............    99,536,708.41        15,755,341.54          14,583,723.72


                                        O-1
<PAGE>
<CAPTION>

                                  Aggregate
                                  Class A-1,                                   Aggregate
                                  Class A-2,            Aggregate           Component A-4-1,
                                  Class A-3,         Component A-4-2,       Component A-5-1,
Distribution Dates                Class A-15         Component A-5-2           Class A-9
-----------------------------   --------------       ---------------        ----------------

<S>                            <C>                  <C>                    <C>
January 25, 2007.............    96,916,200.18        15,109,713.20          12,971,251.63
February 25, 2007............    94,311,116.14        14,475,802.20          11,408,812.72
March 25, 2007...............    91,721,369.18        13,853,479.90           9,895,413.45
April 25, 2007...............    89,146,872.69        13,242,618.87           8,430,077.48
May 25, 2007.................    86,587,540.56        12,643,092.89           7,011,845.39
June 25, 2007................    84,043,287.16        12,054,776.90           5,639,774.40
July 25, 2007................    81,514,027.35        11,477,547.04           4,312,938.09
August 25, 2007..............    78,999,676.49        10,911,280.60           3,030,426.15
September 25, 2007...........    76,500,150.41        10,355,856.04           1,791,344.10
October 25, 2007.............    74,015,365.44         9,811,152.96             594,813.02
November 25, 2007............    71,545,238.37         9,277,052.09                   0
December 25, 2007............    69,089,686.46         8,753,435.28                   0
January 25, 2008.............    66,648,627.48         8,240,185.52                   0
February 25, 2008............    64,221,979.64         7,737,186.88                   0
March 25, 2008...............    61,809,661.61         7,244,324.54                   0
April 25, 2008...............    59,411,592.56         6,761,484.77                   0
May 25, 2008.................    57,027,692.10         6,288,554.90                   0
June 25, 2008................    54,657,880.29         5,825,423.35                   0
July 25, 2008................    52,302,077.67         5,371,979.58                   0
August 25, 2008..............    49,960,205.24         4,928,114.11                   0
September 25, 2008...........    47,632,184.42         4,493,718.49                   0
October 25, 2008.............    45,317,937.10         4,068,685.30                   0
November 25, 2008............    43,017,385.63         3,652,908.16                   0
December 25, 2008............    40,730,452.78         3,246,281.68                   0
January 25, 2009.............    38,765,928.09         2,942,694.44                   0
February 25, 2009............    36,814,546.23         2,647,568.73                   0
March 25, 2009...............    34,876,232.99         2,360,803.09                   0
April 25, 2009...............    32,950,914.62         2,082,297.00                   0
May 25, 2009.................    31,038,517.81         1,811,950.92                   0
June 25, 2009................    29,138,969.70         1,549,666.25                   0
July 25, 2009................    27,252,197.83         1,295,345.35                   0
August 25, 2009..............    25,378,130.23         1,048,891.51                   0
September 25, 2009...........    23,516,695.30           810,208.93                   0
October 25, 2009.............    21,667,821.93           579,202.77                   0
November 25, 2009............    19,831,439.39           355,779.06                   0
December 25, 2009............    18,007,477.40           139,844.77                   0
January 25, 2010.............    16,297,684.13            58,435.72                   0
February 25, 2010............    14,599,778.17             7,079.36                   0
March 25, 2010...............    12,913,691.42                 0                      0
April 25, 2010...............    11,245,966.26                 0                      0
May 25, 2010.................     9,617,866.96                 0                      0
June 25, 2010................     8,028,648.23                 0                      0
July 25, 2010................     6,477,577.83                 0                      0
August 25, 2010..............     4,963,936.32                 0                      0
September 25, 2010...........     3,487,016.84                 0                      0
October 25, 2010.............     2,046,124.90                 0                      0
November 25, 2010............       640,578.19                 0                      0
December 25, 2010............             0                    0                      0
</TABLE>

                                          O-2
<PAGE>

                                  EXHIBIT P-1

                        Form of Form 10-K Certification

         I, [identify the certifying individual], certify that:

         1. I have reviewed the annual report on Form 10-K for the fiscal year
[____], and all reports on Form 8-K containing distribution or servicing
reports filed in respect of periods included in the year covered by that
annual report, of the trust (the "Trust") created pursuant to the Pooling and
Servicing Agreement dated December 18, 2003 (the "P&S Agreement") among
Residential Asset Mortgage Products, Inc. (the "Company"), GMAC Mortgage
Corporation (the "Servicer") and JPMorgan Chase Bank (the "Trustee");

         2. Based on my knowledge, the information in these reports, taken as
a whole, does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by that annual report;

         3. Based on my knowledge, the servicing information required to be
provided to the Trustee by the Servicer under the P&S Agreement is included in
these reports;

         4. I am responsible for reviewing the activities performed by the
Servicer under the P&S Agreement and based upon my knowledge and the review
required under the P&S Agreement, and, except as disclosed in the report, the
Servicer has fulfilled its obligations under the P&S Agreement; and

         5. The reports disclose all significant deficiencies relating to the
Servicer's compliance with the minimum servicing standards based upon the
report provided by an independent public accountant , after conducting a
review in compliance with the Uniform Single Attestation Program for Mortgage
Bankers, or similar procedure, as set forth in the P&S Agreement, that is
included in these reports.

         [In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties: [JPMorgan
Chase Bank], [ ].

Date:_______________________





____________________________*
Name:
Title:

* to be signed by the senior officer in charge of the servicing functions
  of the Master Servicer


                                   P-1-1
<PAGE>


                                  EXHIBIT P-2

           [FORM OF BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE]

         The undersigned, a Responsible Officer of JPMorgan Chase Bank (the
"Trustee") certifies that:

         (a) The Trustee has performed all of the duties specifically required
to be performed by it pursuant to the provisions of the Pooling and Servicing
Agreement dated as of December 18, 2003 (the "Agreement") by and among
Residential Asset Mortgage Products, Inc., as depositor, GMAC Mortgage
Corporation, as servicer, and the Trustee in accordance with the standards set
forth therein.

         (b) Based on my knowledge, the information that is provided by the
Trustee pursuant to Section 3.17 of the Agreement is accurate as of the last
day of the 20[ ] calendar year.

         Capitalized terms used and not defined herein shall have the meanings
given such terms in the Agreement.

         IN WITNESS WHEREOF, I have duly executed this certificate as of
 _________, 20__.





                                     ________________________________________
                                     Name:
                                     Title:






                                     P-2-1



</TEXT>
</DOCUMENT>
