RESIDENTIAL ASSET MORTGAGE PRODUCTS INC
POOLING & SERVICING AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>j2psa.txt
<DESCRIPTION>POOLING & SERVICING AGREEMENT
<TEXT>




                                 EXECUTION COPY



================================================================================


                   RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
                                    Company,



                           GMAC MORTGAGE CORPORATION,
                                    Servicer



                                       and



                         BANK ONE, NATIONAL ASSOCIATION
                                     Trustee



                         POOLING AND SERVICING AGREEMENT

                           Dated as of April 26, 2001

                        GMACM Mortgage Loan Trust 2001-J2
                    Residential Asset Mortgage Products, Inc.
            GMACM Mortgage Pass-Through Certificates, Series 2001-J2



================================================================================



<PAGE>

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
                                                                                          PAGE





<S>                                                                                        <C>
ARTICLE I         DEFINITIONS...............................................................3

        Section 1.01 Definitions............................................................3

        Section 1.02 Use of Words and Phrases..............................................29

ARTICLE II        CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES..........29

        Section 2.01 Conveyance of Mortgage Loans..........................................29

        Section 2.02Acceptance by Trustee..................................................34

        Section 2.03 Representations, Warranties and Covenants of the Servicer and the
                        Company ...........................................................35

        Section 2.04 Representations and Warranties of the Seller..........................36

        Section 2.05 Execution and Authentication of Certificates..........................37

        Section 2.06 Purposes and Powers of the Trust Fund.................................37

ARTICLE III       ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...........................37

        Section 3.01 Servicer to Act as Servicer...........................................37

        Section 3.02 Subservicing Agreements Between Servicer and Subservicers; Enforcement of
               Subservicers' and Sellers' Obligations......................................39

        Section 3.03 Successor Subservicers................................................39

        Section 3.04 Liability of the Servicer.............................................39

        Section 3.05 No Contractual Relationship Between Subservicer and Trustee or
                        Certificateholders ................................................39

        Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee.......39

        Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to Custodial
                        Account ...........................................................40

        Section 3.08 Subservicing Accounts; Servicing Accounts.............................42

        Section 3.09 Access to Certain Documentation and Information Regarding the Mortgage
                        Loans .............................................................43

        Section 3.10 Permitted Withdrawals from the Custodial Account......................43

        Section 3.11 Maintenance of the Primary Insurance Policies; Collections Thereunder.44

        Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity Coverage.....45

        Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and Modification
                        Agreements; Certain Assignments....................................46

        Section 3.14 Realization Upon Defaulted Mortgage Loans.............................47

        Section 3.15 Trustee to Cooperate; Release of Mortgage Files.......................50

                                        i
<PAGE>


        Section 3.16 Servicing and Other Compensation; Compensating Interest...............51

        Section 3.17 Periodic Filings with the Securities and Exchange Commission; Additional
               Information.................................................................51

        Section 3.18 Annual Statement as to Compliance.....................................52

        Section 3.19 Annual Independent Public Accountants' Servicing Report...............52

        Section 3.20 Rights of the Company in Respect of the Servicer......................52

        Section 3.21 Administration of Buydown Funds.......................................52

ARTICLE IV        PAYMENTS TO CERTIFICATEHOLDERS...........................................53

        Section 4.01 Payment Account.......................................................53

        Section 4.02 Distributions.........................................................53

        Section 4.03 Statements to Certificateholders......................................60

        Section 4.04 Distribution of Reports to the Trustee and the Company; Advances
                        by the Servicer ...................................................61

        Section 4.05 Allocation of Realized Losses.........................................62

        Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property.........63

        Section 4.07 Optional Purchase of Defaulted Mortgage Loans.........................63

ARTICLE V         THE CERTIFICATES.........................................................63

        Section 5.01 The Certificates......................................................63

        Section 5.02 Registration of Transfer and Exchange of Certificates.................64

        Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.....................69

        Section 5.04 Persons Deemed Owners.................................................69

        Section 5.05 Appointment of Paying Agent...........................................70

        Section 5.06 Optional Purchase of Certificates.....................................70

ARTICLE VI        THE COMPANY AND THE SERVICER.............................................71

        Section 6.01 Respective Liabilities of the Company and the Servicer................71

        Section 6.02 Merger or Consolidation of the Company or the Servicer; Assignment
                        of Rights and Delegation of Duties by Servicer.....................71

        Section 6.03 Limitation on Liability of the Company, the Servicer and Others.......72

        Section 6.04 Company and Servicer Not to Resign....................................73

ARTICLE VII       DEFAULT..................................................................73

        Section 7.01 Events of Default.....................................................73

                                        ii
<PAGE>


        Section 7.02 Trustee to Act; Appointment of Successor..............................74

        Section 7.03 Notification to Certificateholders....................................76

        Section 7.04 Waiver of Events of Default...........................................76

ARTICLE VIII      CONCERNING THE TRUSTEE...................................................76

        Section 8.01 Duties of Trustee.....................................................76

        Section 8.02 Certain Matters Affecting the Trustee.................................78

        Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.................79

        Section 8.04 Trustee May Own Certificates..........................................79

        Section 8.05 Servicer to Pay Trustee's Fees and Expenses; Indemnification..........79

        Section 8.06 Eligibility Requirements for Trustee..................................80

        Section 8.07 Resignation and Removal of the Trustee................................80

        Section 8.08 Successor Trustee.....................................................81

        Section 8.09 Merger or Consolidation of Trustee....................................81

        Section 8.10 Appointment of Co-Trustee or Separate Trustee.........................82

        Section 8.11 Appointment of Custodians.............................................82

        Section 8.12 Appointment of Office or Agency.......................................83

ARTICLE IX        TERMINATION..............................................................83

        Section 9.01 Termination Upon Purchase by the Servicer or Liquidation of All
                        Mortgage Loans ....................................................83

        Section 9.02 Additional Termination Requirements...................................85

ARTICLE X         REMIC PROVISIONS.........................................................85

        Section 10.01 REMIC Administration.................................................85

        Section 10.02 Servicer, REMIC Administrator and Trustee Indemnification............88

        Section 10.03 Designation of REMIC.................................................89

        Section 10.04 Compliance with Withholding Requirements.............................89

ARTICLE XI        MISCELLANEOUS PROVISIONS.................................................89

        Section 11.01 Amendment............................................................89

        Section 11.02 Recordation of Agreement; Counterparts...............................91

        Section 11.03 Limitation on Rights of Certificateholders...........................91

        Section 11.04 Governing Law........................................................92

        Section 11.05 Notices..............................................................92

        Section 11.06 Required Notices to Rating Agency and Subservicer....................92

                                        iii
<PAGE>


        Section 11.07 Severability of Provisions...........................................93

        Section 11.08 Supplemental Provisions for Resecuritization.........................93

        Section 11.09 Allocation of Voting Rights..........................................94

        Section 11.10 Non Petition.........................................................94
</TABLE>

                                    EXHIBITS

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

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

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

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

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

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

Exhibit E:.....Mortgage Loan Schedule

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

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

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

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 Initial Certification

Exhibit O:.....Form of Final Certification


                                        iv




<PAGE>



        This is the Pooling and Servicing Agreement,  dated as of April 26, 2001
(the "Pooling and Servicing Agreement" or "Agreement"),  among RESIDENTIAL ASSET
MORTGAGE PRODUCTS,  INC., as the company (together with its permitted successors
and assigns, the "Company"),  GMAC MORTGAGE  CORPORATION,  as servicer (together
with its  permitted  successors  and  assigns,  the  "Servicer"),  and BANK ONE,
NATIONAL ASSOCIATION., a national banking association, as Trustee (together with
its permitted successors and assigns, the "Trustee").

                             PRELIMINARY STATEMENT:

        The  Company   intends  to  sell  mortgage   pass-through   certificates
(collectively, the "Certificates"),  to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Mortgage Loans. As provided  herein,  the REMIC  Administrator  will make an
election  to  treat  the  entire  segregated  pool of  assets  described  in the
definition of Trust Fund, and subject to this Agreement  (including the Mortgage
Loans),  as a real estate  mortgage  investment  conduit (a "REMIC") for federal
income tax purposes.



<PAGE>


        The following table sets forth the designation, type, Pass-Through Rate,
aggregate Initial Certificate Principal Balance,  Maturity Date, initial ratings
and certain features for each Class of Certificates  comprising the interests in
the Trust Fund created hereunder.

<TABLE>
<CAPTION>

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





<S>     <C>      <C>       <C>                                     <C> <C>                   <C>
Class A-1        6.50%     $25,000,000        Senior/Fixed    June 25, 2031    AAA/AAA       $25,000.00
                                                Rate
                           $131,378,000
Class A-2        6.75%                        Senior/Fixed    June 25, 2031    AAA/AAA       $25,000.00
                                                Rate
                            $25,000,000
Class A-3        7.00%                        Senior/Fixed    June 25, 2031    AAA/AAA       $25,000.00
                                                Rate
                            $12,468,000
Class A-4        6.75%                        Senior/Fixed    June 25, 2031    AAA/AAA       $25,000.00
                                                Rate
                            $22,500,000
Class A-5        6.75%                      Senior/Lockout/   June 25, 2031    AAA/AAA       $25,000.00
                                                Fixed Rate
Class PO         0.00%      $ 96,527.06
                                            Senior/Principal  June 25, 2031    AAA/AAA       $25,000.00
                                                Only

Class IO       Variable         $0.00(4)    Senior/Interest   June 25, 2031    AAA/AAA           (5)
                Rate(3)                      Only/Variable
                                               Rate Only

Class R          6.75%           $100.00        Senior/       June 25, 2031    AAA/AAA           (6)
                                             Residual/Fixed
                                                Rate

Class M-1        6.75%       $ 3,598,900       Mezzanine      June 25, 2031     AA/NA        $25,000.00

Class M-2        6.75%       $ 1,799,000       Mezzanine      June 25, 2031     A/NA         $250,000.00

Class M-3        6.75%       $ 1,124,400       Mezzanine      June 25, 2031    BBB/NA        $250,000.00

Class B-1        6.75%        $ 787,100       Subordinate     June 25, 2031     BB/NA        $250,000.00

Class B-2        6.75%        $ 562,200       Subordinate     June 25, 2031     B/NA         $250,000.00

</TABLE>

Class B-3 6.75% $562,191.67  Subordinate June 25, 2031 NA/NA $250,000.00 (1) The
Certificates,  other  than  the  Class  PO,  Class  IO,  Class  B  and  Class  R
Certificates shall be Book-Entry  Certificates.  The Class PO, Class IO, Class B
and Class R Certificates  shall be delivered to the holders  thereof in physical
form.

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

(3) With respect to the Class 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 0.61315%.

(4) The initial Notional Amount for the Class IO Certificates  shall be equal to
$220,919,957.

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

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


                                       2
<PAGE>

        The Mortgage Loans have an aggregate principal balance as of the Cut-off
Date of $224,876,418.73.

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

ARTICLE I

                                   DEFINITIONS

Section 1.01.  Definitions.

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

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

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

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

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

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

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

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


                                       3
<PAGE>

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

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

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

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

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

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

        Bankruptcy  Amount:  As of any date of determination  prior to the first
anniversary  of the Cut-off Date, an amount equal to the excess,  if any, of (A)
$107,000 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


                                       4
<PAGE>

               (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.

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

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

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


                                       5
<PAGE>

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

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

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

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

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

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

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

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

        (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,  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.



                                       6
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

        Closing Date:  April 26, 2001.

        Code:  The Internal Revenue Code of 1986.

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

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

                                       7
<PAGE>

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

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

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

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

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

        Corporate Trust Office:  The principal office of the Trustee at which at
any particular  time its corporate trust business with respect to this Agreement
shall  be  administered,  which  office  at the  date of the  execution  of this
instrument is located at 1 Bank One Plaza,  Suite IL1-0126,  Chicago,  Illinois,
60670-0126,    Attention:   Corporate   Trust,   GMACM   Mortgage   Pass-Through
Certificates, Series 2001-J2.

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

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

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

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

        Custodian:  A custodian appointed pursuant to a Custodial Agreement.

        Cut-off Date:  April 1, 2001.

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

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


                                       8
<PAGE>

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

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

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

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

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

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

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

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

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

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

        Discount Net Mortgage Rate:  6.75% per annum.

                                       9
<PAGE>

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

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

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

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

        Eligible  Account:  An  account  that  is  any  of  the  following:  (i)
maintained with a federal or state chartered depository institution the accounts
of which are insured by the FDIC (to the limits established by the FDIC) and the
short-term debt ratings and the long-term  deposit ratings of which are rated in
one of the two highest rating categories by the Rating Agencies, or (ii) a trust
account or  accounts  maintained  with a federal or state  chartered  depository
institution or trust company with trust powers acting in its fiduciary capacity,
or  (iii)  in the case of the  Payment  Account,  a trust  account  or  accounts
maintained in the corporate trust division of the Trustee, or (iv) an account or
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 and
Class B-2 Certificates.

     Event of Default: As defined in Section 7.01.

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


                                       10
<PAGE>

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

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

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

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

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

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

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

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

                    2. by military, naval or air forces; or

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

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

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

     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.


                                       11
<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, Inc. or its successor in interest.

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

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

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

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

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

        Independent:  When used with respect to any specified Person, means such
a Person who (i) is in fact  independent  of the  Company,  the Servicer and the
Trustee,  or any  Affiliate  thereof,  (ii) does not have any  direct  financial
interest  or any  material  indirect  financial  interest  in the  Company,  the
Servicer or the Trustee or in an Affiliate  thereof,  and (iii) is not connected


                                       12
<PAGE>

with the Company, the Servicer or the Trustee as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar functions.

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

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

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

                                       Class M-1: 1.60% Class B-1: 0.35%
                                       Class M-2: 0.80% Class B-2: 0.25%
                                       Class M-3: 0.50% Class B-3: 0.25%

        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.

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

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

     Issuer Exemption: As defined in Section 5.02.

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

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

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

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

                                       13
<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 Certificates: Any one of the Certificates designated as a Class A-5
Certificate.

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

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


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

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

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

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

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

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

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

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

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

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

                                       14
<PAGE>

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

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

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

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

        (a)    loan number;

        (b)    state code;

        (c)    zip code;

        (d)    the Loan-to-Value Ratio;

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

        (f)    the first Due Date;

        (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.

                                       15
<PAGE>

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

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

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

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

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

        Mortgagor:  The obligor on a Mortgage Note.

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

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

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

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

        Nonrecoverable  Advance:  Any Advance  previously made or proposed to be
made by the  Servicer  in  respect  of a  Mortgage  Loan  (other  than a Deleted
Mortgage Loan) which, in the good faith judgment of the Servicer,  will not, or,
in the case of a proposed Advance,  would not, be ultimately  recoverable by the
Servicer  from  related  Late  Collections,   Insurance  Proceeds,   Liquidation
Proceeds,  REO  Proceeds or amounts  reimbursable  to the  Servicer  pursuant to
Section 4.02(a)  hereof.  The  determination  by the Servicer that it has made a
Nonrecoverable   Advance  or  that  any  proposed  Advance  would  constitute  a
Nonrecoverable Advance, shall be evidenced by an Officer's Certificate delivered
to the Company, the Trustee 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 the date of determination, the Notional Amount of
the Class IO Certificates is equal to the aggregate Stated Principal  Balance of
the Non-Discount Mortgage Loans immediately prior to that date.

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

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


                                       16
<PAGE>

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

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

        Pass-Through  Rate:  With respect to the Class A  Certificates,  Class M
Certificates, Class B Certificates and Class R Certificates and any Distribution
Date, the per annum rates set forth in the Preliminary  Statement  hereto.  With
respect to the Class IO Certificates and any Distribution  Date, a rate equal to
the weighted average,  expressed as a percentage, of the Pool Strip Rates of all
Non-Discount  Mortgage  Loans  as of the Due  Date in the  related  Due  Period,
weighted  on the  basis of the  respective  Stated  Principal  Balances  of such
Mortgage Loans as of the day immediately  preceding such  Distribution Date (or,
with respect to the initial  Distribution  Date, at the close of business on the
Cut-off  Date).  With  respect  to the  Class IO  Certificates  and the  initial
Distribution  Date the  Pass-Through  Rate is equal to 0.61315%  per annum.  The
Class PO Certificates  have no Pass-Through Rate and are not entitled to Accrued
Certificate Interest.

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

        Payment Account: The separate account or accounts created and maintained
pursuant  to  Section  4.01,  which  shall  be  entitled  "Bank  One,   National
Association,  as trustee,  in trust for the  registered  holders of  Residential
Asset Mortgage Products, Inc., GMACM Mortgage Pass-Through Certificates,  Series
2001-J2" 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
thereof divided by the aggregate  Initial  Certificate  Principal Balance of all
the Certificates of the same Class. With respect to an Interest Only Certificate
or a Class R Certificate,  the interest in distributions to be made with respect
to such Class  evidenced  thereby,  expressed as a percentage,  as stated on the
face of each such Certificate.

        Permitted Investments:  One or more of the following:

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

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

               (iii) federal funds,  certificates of deposit,  demand  deposits,
        time  deposits  and  bankers'  acceptances  (which  shall  each  have an
        original  maturity of not more than 90 days and, in the case of bankers'
        acceptances,  shall in no event have an  original  maturity of more than
        365 days or a remaining  maturity of more than 30 days)  denominated  in
        United  States  dollars  of any  U.S.  depository  institution  or trust
        company  incorporated  under the laws of the United  States or any state
        thereof or of any domestic branch of a foreign depository institution or

                                       17
<PAGE>

        trust company;  provided that the debt  obligations  of such  depository
        institution  or trust company (or, if the only Rating Agency is Standard
        &  Poor's,  in the case of the  principal  depository  institution  in a
        depository   institution  holding  company,   debt  obligations  of  the
        depository  institution  holding  company)  at the  date of  acquisition
        thereof have been rated by each Rating Agency in its highest  short-term
        rating  available;  and provided further that, if the only Rating Agency
        is  Standard  &  Poor's  and if the  depository  or trust  company  is a
        principal  subsidiary of a bank holding company and the debt obligations
        of such subsidiary are not separately rated, the applicable rating shall
        be that of the bank holding company;  and, provided further that, if the
        original maturity of such short-term obligations of a domestic branch of
        a foreign depository  institution or trust company shall exceed 30 days,
        the short-term  rating of such institution  shall be A-1+ in the case of
        Standard & Poor's if Standard & Poor's is the Rating Agency;

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

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

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

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

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

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

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

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


                                       18
<PAGE>

        Prepayment Assumption: A prepayment assumption of 275% of the prepayment
speed  assumption,  used for  determining the accrual of original issue discount
and market  discount  and premium on the  Certificates  for  federal  income tax
purposes.  The prepayment speed assumption assumes a constant rate of prepayment
of mortgage loans of 0.2% per annum of the then outstanding principal balance of
such  mortgage  loans in the  first  month of the  life of the  mortgage  loans,
increasing by an additional  0.2% per annum in each  succeeding  month until the
thirtieth month,  and a constant 6% per annum rate of prepayment  thereafter for
the life of the mortgage loans.

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

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

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

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

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

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


                                       19
<PAGE>

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

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

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

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

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


                                       20
<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 set forth in Section
               7.02 of the Purchase Agreement; and

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

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

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

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

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

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

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


                                       21
<PAGE>

               advanced,  minus (iii) the proceeds,  if any, received during the
               month  in  which  such  Cash  Liquidation  (or  REO  Disposition)
               occurred,  to the extent applied as recoveries of interest at the
               Net Mortgage Rate and to principal of the Mortgage  Loan,  net of
               the  portion   thereof   reimbursable  to  the  Servicer  or  any
               Subservicer  with  respect to related  Advances or expenses as to
               which the Servicer or  Subservicer  is entitled to  reimbursement
               thereunder but which have not been previously reimbursed,


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

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

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

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

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

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

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

     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.

        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  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


                                       22
<PAGE>

temporary and final  regulations (or, to the extent not  inconsistent  with such
temporary or final  regulations,  proposed  regulations) and published  rulings,
notices and  announcements  promulgated  thereunder,  as the foregoing may be in
effect from time to time.

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

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

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

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

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

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

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

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

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

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

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

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

     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:


                                       23
<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 not occur as of any Distribution Date if either

               (a)(1)(X) the outstanding principal balance of the Mortgage Loans
        delinquent  60 days or more  averaged  over the last  six  months,  as a
        percentage of the aggregate outstanding Certificate Principal Balance of
        the  Subordinate  Certificates,  is more than 50% or (Y) the outstanding
        principal  balance of Mortgage Loans delinquent 60 days or more averaged
        over the last six months,  as a percentage of the aggregate  outstanding
        principal  balance  of all  Mortgage  Loans  averaged  over the last six
        months, does not exceed 2% and (2) Realized Losses on the Mortgage Loans
        to date  for such  Distribution  Date if  occurring  during  the  sixth,
        seventh,  eighth, ninth or tenth year (or any year thereafter) after the
        Closing Date are more than 30%, 35%, 40%, 45% or 50%,  respectively,  of
        the sum of the Initial Certificate Principal Balances of the Subordinate
        Certificates or

               (b)(1)  the  outstanding  principal  balance  of  Mortgage  Loans
        delinquent  60 days or more  averaged  over the last  six  months,  as a
        percentage  of  the  aggregate  outstanding  principal  balance  of  all
        Mortgage  Loans  averaged  over the last six  months,  exceed 4% and (2)
        Realized  Losses  on the  Mortgage  Loans to date for such  Distribution
        Date, if occurring  during the sixth,  seventh,  eighth,  ninth or tenth
        year (or any year thereafter)  after the Closing Date are more than 10%,
        15%,  20%,  25%  or  30%,  respectively,  of  the  sum  of  the  Initial
        Certificate Principal Balances of the Subordinate Certificates, and

        (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,  if any) 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.


                                       24
<PAGE>

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

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

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

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

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

        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
$2,044,724.60 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


                                       25
<PAGE>

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  39.95%  (which
percentage is equal to the  percentage of Mortgage  Loans  initially  secured by
Mortgaged  Properties located in the State of California) and (ii) the aggregate
outstanding  principal  balance (as of the  immediately  preceding  Distribution
Date) of the largest  Mortgage Loan secured by a Mortgaged  Property  located in
the State of California.

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

                                       26
<PAGE>

Fraction of each Discount  Mortgage Loan) immediately prior to such Distribution
Date.

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

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

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

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

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

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

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

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

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

                                       27
<PAGE>

     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,  with respect to which a REMIC
election is made pursuant to this Agreement, consisting of:

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

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

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

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

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

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

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

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

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


                                       28
<PAGE>

Section 1.02.  Use of Words and Phrases.

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

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01.  Conveyance of Mortgage Loans.

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

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

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

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

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

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

(v)  Unless the Mortgage Loan is registered  on the  MERS(R)System,  an original
     Assignment  or  Assignments  of the  Mortgage  (which may be  included in a
     blanket  assignment or assignments)  from the Seller to "Bank One, National

                                       29
<PAGE>

     Association,  as Trustee under that certain Pooling and Servicing Agreement
     dated as of April 26, 2001, for GMACM Mortgage  Pass-Through  Certificates,
     Series  2001-J2" c/o the Servicer at an address  specified by the Servicer,
     and signed by an authorized officer,  which assignment shall be in form and
     substance  acceptable for  recording.  If the Mortgage Loan was acquired by
     the  assignor  in a merger,  the  assignment  must be by  "___________  ,
     successor by merger to [name of  predecessor]".  If the  Mortgage  Loan was
     acquired or originated by the assignor  while doing  business under another
     name, the assignment must be by " formerly known as [previous name]";

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

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

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

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

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

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

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

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

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

(v)     The Security Agreement;


                                       30
<PAGE>

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

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

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

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

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

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

        In connection  with any Mortgage Loan, if the Company cannot deliver the
Mortgage, any assignment,  modification,  assumption agreement or preferred loan


                                       31
<PAGE>

agreement  (or copy  thereof  certified  by the public  recording  office)  with
evidence of recording  thereon  concurrently  with the execution and delivery of
this  Agreement  because of (i) a delay  caused by the public  recording  office
where such Mortgage, assignment, modification, assumption agreement or preferred
loan agreement as the case may be, has been delivered for recordation, or (ii) a
delay in the  receipt of certain  information  necessary  to prepare the related
assignments,  the  Company  shall  deliver  or  cause  to be  delivered  to  the
Custodian, if any, or the Trustee a true and correct photocopy of such Mortgage,
assignment, modification, assumption agreement or preferred loan agreement.

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

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

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

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

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

(e)     [Reserved].

                                       32
<PAGE>

(f) It is  intended  that the  conveyance  by the  Company to the Trustee of the
Mortgage  Loans as provided  for in this  Section 2.01 be construed as a sale by
the  Company  to the  Trustee  of the  Mortgage  Loans  for the  benefit  of the
Certificateholders.  Further,  it is not intended that such conveyance be deemed
to be a pledge of the  Mortgage  Loans by the Company to the Trustee to secure a
debt or other obligation of the Company. However, if the Mortgage Loans are held
to be  property of the Company or of GMAC  Mortgage  Corporation,  or if for any
reason  this  Agreement  is held or deemed to create a security  interest in the
Mortgage Loans,  then it is intended that (a) this Agreement shall be a security
agreement  within  the  meaning  of  Articles  8 and 9 of the New  York  Uniform
Commercial  Code  and  the  Uniform  Commercial  Code  of any  other  applicable
jurisdiction; (b) the conveyance provided for in Section 2.01 shall be deemed to
be,  and hereby  is,  (1) a grant by the  Company  to the  Trustee of a security
interest in all of the  Company's  right  (including  the power to convey  title
thereto), title and interest, whether now owned or hereafter acquired, in and to
any  and  all  general  intangibles,   accounts,   chattel  paper,  instruments,
documents,  money, deposit accounts,  certificates of deposit, goods, letters of
credit, advices of credit and investment property and other property of whatever
kind or description  now existing or hereafter  acquired  consisting of, arising
from or relating to any of the following:  (A) the Mortgage Loans, including (i)
with respect to each  Cooperative  Loan,  the related  Mortgage  Note,  Security
Agreement,  Assignment of Proprietary  Lease,  Cooperative Stock Certificate and
Cooperative  Lease,  (ii)  with  respect  to each  Mortgage  Loan  other  than a
Cooperative  Loan,  the  related  Mortgage  Note and  Mortgage,  and  (iii)  any
insurance policies and all other documents in the related Mortgage File, (B) all
amounts  payable  pursuant to the Mortgage  Loans in  accordance  with the terms
thereof and (C) all proceeds of the conversion, voluntary or involuntary, of the
foregoing  into  cash,  instruments,  securities  or other  property,  including
without limitation all amounts from time to time held or invested in the Payment
Account or the  Custodial  Account,  whether  in the form of cash,  instruments,
securities or other property and (2) an assignment by the Company to the Trustee
of any security  interest in any and all of GMAC  Mortgage  Corporation's  right
(including the power to convey title thereto),  title and interest,  whether now
owned or hereafter  acquired,  in and to the property described in the foregoing
clauses (1)(A), (B) and (C) granted by GMAC Mortgage  Corporation to the Company
pursuant to the Purchase  Agreement;  (c) the  possession  by the  Trustee,  the
Custodian  or any other  agent of the  Trustee of  Mortgage  Notes or such other
items of property as constitute instruments, money, negotiable documents, goods,
letters  of  credit,  advices  of  credit,  investment  property,   certificated
securities  or chattel  paper shall be deemed to be  "possession  by the secured
party," or  possession  by a purchaser  or a person  designated  by such secured
party,  for  purposes  of  perfecting  the  security  interest  pursuant  to the
Pennsylvania  Uniform  Commercial  Code and the Uniform  Commercial  Code of any
other applicable jurisdiction  (including,  without limitation,  Sections 8-106,
9-305  and  9-115  thereof);  and (d)  notifications  to  persons  holding  such
property,  and  acknowledgments,  receipts or confirmations from persons holding
such property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, securities intermediaries,  bailees or agents of, or persons
holding for (as  applicable)  the Trustee  for the  purpose of  perfecting  such
security interest under applicable law.

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

                                       33
<PAGE>

Company or the Trustee (such  preparation  and filing shall be at the expense of
the Trustee, if occasioned by a change in the Trustee's name), (2) any change of
corporate  status,  location  of the place of  business  or the chief  executive
office of GMAC Mortgage  Corporation  or the Company and (3) any transfer of any
interest of GMAC Mortgage  Corporation  or the Company in any Mortgage Loan. The
Company shall file or cause to be filed the original filing  necessary under the
Uniform Commercial Code to perfect the Trustee's security interest in or lien on
the Mortgages.

Section 2.02.  Acceptance by Trustee.

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

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

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

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

                                       34
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                       35
<PAGE>

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

Section 2.04.  Representations and Warranties of the Seller.

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

                                       36
<PAGE>

amount of such shortfall  received for the Seller into the Custodial  Account on
the day of  substitution.  The  Servicer  shall  give  notice in  writing to the
Trustee  of such  event,  which  notice  shall be  accompanied  by an  Officer's
Certificate  as to the  calculation  of such  shortfall  and (subject to Section
10.01(f)) by an Opinion of Counsel to the effect that such substitution will not
cause (a) any  federal tax to be imposed on the Trust  Fund,  including  without
limitation,  any federal tax imposed on "prohibited  transactions" under Section
860F(a)(1)  of the Code or on  "contributions  after  the  startup  date"  under
Section  860G(d)(1)  of the  Code or (b) any  portion  of the  REMIC  to fail to
qualify as such at any time that any Certificate is outstanding.

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

Section 2.05.  Execution and Authentication of Certificates.

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

                                       37
<PAGE>

provided in Section 3.02,  to do any and all things which it may deem  necessary
or desirable in  connection  with such  servicing  and  administration.  Without
limiting the generality of the foregoing, the Servicer in its own name or in the
name of a Subservicer is hereby authorized and empowered by the Trustee when the
Servicer or the Subservicer,  as the case may be, believes it appropriate in its
best judgment, to execute and deliver, on behalf of the  Certificateholders  and
the  Trustee  or any of  them,  any  and  all  instruments  of  satisfaction  or
cancellation,  or of partial  or full  release  or  discharge,  or of consent to
assumption or  modification  in  connection  with a proposed  conveyance,  or of
assignment of any Mortgage and Mortgage Note in connection  with the  repurchase
of a Mortgage Loan and all other comparable instruments,  or with respect to the
modification  or  re-recording  of a Mortgage for the purpose of correcting  the
Mortgage,  the  subordination  of the lien of the  Mortgage in favor of a public
utility company or government agency or unit with powers of eminent domain,  the
taking  of a deed in lieu  of  foreclosure,  the  commencement,  prosecution  or
completion  of  judicial  or  non-judicial  foreclosure,  the  conveyance  of  a
Mortgaged  Property to the related  Insurer,  the  acquisition  of any  property
acquired  by  foreclosure  or deed in lieu of  foreclosure,  or the  management,
marketing and conveyance of any property acquired by foreclosure or deed in lieu
of  foreclosure  with  respect  to the  Mortgage  Loans and with  respect to the
Mortgaged  Properties.  The Servicer  further is authorized and empowered by the
Trustee, on behalf of the Certificateholders and the Trustee, in its own name or
in the name of the  Subservicer,  when the Servicer or the  Subservicer,  as the
case may be,  believes it  appropriate  in its best  judgment  to  register  any
Mortgage Loan on the MERS(R) System,  or cause the removal from the registration
of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of
the Trustee and the  Certificateholders  or any of them, any and all instruments
of assignment and other  comparable  instruments with respect to such assignment
or  re-recording  of a Mortgage  in the name of MERS,  solely as nominee for the
Trustee and its successors and assigns. Any expenses incurred in connection with
the actions  described in the preceding  sentence shall be borne by the Servicer
in accordance with Section 3.16(c),  with no right of  reimbursement;  provided,
that if, as a result  of MERS  discontinuing  or  becoming  unable  to  continue
operations in connection  with the MERS System,  it becomes  necessary to remove
any Mortgage  Loan from  registration  on the MERS System and to arrange for the
assignment of the related  Mortgages to the Trustee,  then any related  expenses
shall be reimbursable to the Servicer. Notwithstanding the foregoing, subject to
Section 3.07(a),  the Servicer shall not permit any modification with respect to
any Mortgage Loan that would both constitute a sale or exchange of such Mortgage
Loan within the meaning of Section 1001 of the Code and any proposed,  temporary
or final  regulations  promulgated  thereunder  (other than in connection with a
proposed  conveyance  or  assumption  of such Mortgage Loan that is treated as a
Principal  Prepayment in Full pursuant to Section  3.13(d) hereof) and cause the
REMIC formed under this  Agreement to fail to qualify as a REMIC under the Code.
Upon request, the Trustee shall furnish the Servicer with any powers of attorney
and other  documents  necessary or appropriate to enable the Servicer to service
and  administer  the  Mortgage  Loans.  The Trustee  shall not be liable for any
action  taken by the  Servicer  or any  Subservicer  pursuant  to such powers of
attorney. In connection with servicing and administering the Mortgage Loans, the
Servicer and any  Affiliate of the  Servicer  (i) may perform  services  such as
appraisals and brokerage services that are not customarily provided by servicers
of mortgage loans, and shall be entitled to reasonable  compensation therefor in
accordance  with Section 3.10 and (ii) may, at its own  discretion and on behalf
of the Trustee, obtain credit information in the form of a "credit score" from a
credit repository.

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

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

                                       38
<PAGE>

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

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

Section 3.03.  Successor Subservicers.

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

Section 3.04.  Liability of the Servicer.

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

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

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

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

                                       39
<PAGE>

Subservicing  Agreement had been assigned to the assuming  party except that the
Servicer shall not thereby be relieved of any liability or obligations under the
Subservicing Agreement.

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

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

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

                                       40
<PAGE>

Series  2001-J2."  Each  Custodial  Account  shall be an Eligible  Account.  The
Custodial  Account  shall be maintained  as a segregated  account,  separate and
apart from trust funds created for mortgage  pass-through  certificates of other
series, and the other accounts of the Servicer.

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

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

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

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

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

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

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

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

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

                                       41
<PAGE>

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

Section 3.08.  Subservicing Accounts; Servicing Accounts.

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

(b) In addition to the Custodial  Account and the Payment Account,  the Servicer
shall for any Nonsubserviced Mortgage Loan, and shall cause the Subservicers for
Subserviced  Mortgage  Loans to,  establish  and maintain one or more  Servicing
Accounts and deposit and retain therein all collections  from the Mortgagors (or
advances  from  Subservicers)  for the  payment  of taxes,  assessments,  hazard
insurance  premiums,  Primary  Insurance  Policy  premiums,  if  applicable,  or
comparable items for the account of the Mortgagors. Each Servicing Account shall
be hold in trust, entitled "GMAC Mortgage Corporation Servicing Account in trust
for  the  benefit  of  the  of  the  Holders  of  GMACM  Mortgage   Pass-Through
Certificates,  Series  2001-J2."  Withdrawals of amounts related to the Mortgage
Loans from the Servicing  Accounts may be made only to effect timely  payment of
taxes,  assessments,   hazard  insurance  premiums,   Primary  Insurance  Policy
premiums,  if  applicable,  or  comparable  items,  to reimburse the Servicer or
Subservicer  out of  related  collections  for any  payments  made  pursuant  to
Sections 3.11 (with respect to the Primary  Insurance  Policy) and 3.12(a) (with
respect to hazard  insurance),  to refund to any  Mortgagors  any sums as may be
determined  to be overages,  to pay  interest,  if required,  to  Mortgagors  on
balances  in the  Servicing  Account  or to clear and  terminate  the  Servicing
Account at the termination of this Agreement in accordance with Section 9.01. As
part of its servicing  duties,  the Servicer shall, and the  Subservicers  will,
pursuant to the  Subservicing  Agreements,  be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.

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

                                       42
<PAGE>

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

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

Section 3.10.  Permitted Withdrawals from the Custodial Account.

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

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

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

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

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

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

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

                                       43
<PAGE>

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

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

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

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

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

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

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

                                       44
<PAGE>

a result of such  assumption or  substitution  of liability,  the Servicer shall
obtain a replacement Primary Insurance Policy as provided above.

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

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

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

                                       45
<PAGE>

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

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

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

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

(b)  Subject to the  Servicer's  duty to enforce any  due-on-sale  clause to the
extent set forth in Section 3.13(a),  in any case in which a Mortgaged  Property
is to be conveyed to a Person by a  Mortgagor,  and such Person is to enter into
an  assumption or  modification  agreement or supplement to the Mortgage Note or
Mortgage  which  requires the  signature of the Trustee,  or if an instrument of
release signed by the Trustee is required releasing the Mortgagor from liability
on the Mortgage Loan, the Servicer is authorized, subject to the requirements of
the sentence next following,  to execute and deliver,  on behalf of the Trustee,
the assumption agreement with the Person to whom the Mortgaged Property is to be
conveyed and such  modification  agreement or supplement to the Mortgage Note or
Mortgage or other  instruments  as are  reasonable or necessary to carry out the

                                       46
<PAGE>

terms  of the  Mortgage  Note or  Mortgage  or  otherwise  to  comply  with  any
applicable laws regarding  assumptions or the transfer of the Mortgaged Property
to such Person; provided,  however, that in connection with any such assumption,
no  material  term  of  the  Mortgage  Note  may be  changed.  Upon  receipt  of
appropriate instructions from the Servicer in accordance with the foregoing, the
Trustee  shall  execute  any  necessary   instruments  for  such  assumption  or
substitution  of  liability  as  directed in writing by the  Servicer.  Upon the
closing of the transactions  contemplated by such documents,  the Servicer shall
cause the originals or true and correct copies of the assumption agreement,  the
release (if any),  or the  modification  or  supplement  to the Mortgage Note or
Mortgage to be delivered to the Trustee or the Custodian and deposited  with the
Mortgage File for such Mortgage  Loan. Any fee collected by the Servicer or such
related Subservicer for entering into an assumption or substitution of liability
agreement  will be retained by the Servicer or such  Subservicer  as  additional
servicing compensation.

(c) The  Servicer  or the  related  Subservicer,  as the case  may be,  shall be
entitled  to approve a request  from a  Mortgagor  for a partial  release of the
related  Mortgaged  Property,  the  granting of an easement  thereon in favor of
another Person,  any alteration or demolition of the related Mortgaged  Property
(or,  with respect to a Cooperative  Loan,  the related  Cooperative  Apartment)
without  any  right  of  reimbursement  or  other  similar  matters  if  it  has
determined, exercising its good faith business judgment in the same manner as it
would if it were the owner of the related  Mortgage Loan, that the security for,
and the timely  and full  collectability  of,  such  Mortgage  Loan would not be
adversely  affected  thereby and that any portion of the 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 the REMIC as a result thereof. Any fee
collected  by the  Servicer or the related  Subservicer  for  processing  such a
request  will be retained  by the  Servicer or such  Subservicer  as  additional
servicing compensation.

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

Section 3.14.  Realization Upon Defaulted Mortgage Loans.

(a) The Servicer shall foreclose upon or otherwise comparably convert (which may
include an REO  Acquisition)  the ownership of  properties  securing such of the
Mortgage  Loans  as come  into  and  continue  in  default  and as to  which  no
satisfactory  arrangements  can be made for  collection of  delinquent  payments
pursuant  to  Section  3.07.  In  connection  with  such  foreclosure  or  other
conversion,  the  Servicer  shall,  consistent  with Section  3.11,  follow such
practices and  procedures as it shall deem  necessary or advisable,  as shall be
normal and usual in its general mortgage servicing activities, as shall meet the
requirements of the Insurer under any Required Insurance Policy, and as shall be
consistent  with the  provisions  of this  Agreement.  With  respect  to any REO
Property,  the  deed or  certificate  of sale  shall be taken in the name of the
Trustee for the benefit of the Certificateholders,  or its nominee, on behalf of


                                       47
<PAGE>

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

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

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

                                       48
<PAGE>

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  REMIC  as a REMIC  under
applicable  state law and avoid taxes resulting from such property failing to be
foreclosure property under applicable state law) or, at the expense of the Trust
Fund, request, more than 60 days before the day on which such grace period would
otherwise expire, an extension of such grace period unless the Servicer (subject
to Section 10.01(f)) obtains for the Trustee an Opinion of Counsel, addressed to
the Trustee and the  Servicer,  to the effect that the holding by the Trust Fund
of such REO Property subsequent to such period will not result in the imposition
of taxes on "prohibited  transactions" as defined in Section 860F of the Code or
cause the 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.

                                       49
<PAGE>

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

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

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

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

(d) Notwithstanding  any other provisions of this Agreement,  the Servicer shall
transmit to the Custodian,  if any, or the Trustee as required by this Agreement
all  documents  and  instruments  in respect of a Mortgage  Loan coming into the
possession  of the  Servicer  from time to time and shall  account  fully to the
Trustee for any funds received by the Servicer or which  otherwise are collected
by the Servicer as Liquidation  Proceeds or Insurance Proceeds in respect of any
related  Mortgage Loan.  All Mortgage  Files and funds  collected or held by, or
under the control of, the  Servicer in respect of any  Mortgage  Loans,  whether
from the  collection  of  principal  and interest  payments or from  Liquidation

                                       50
<PAGE>

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

Section 3.16.  Servicing and Other Compensation; Compensating Interest.

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

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

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

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

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

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

        Within 15 days after each  Distribution  Date,  the  Trustee  shall,  in
accordance  with  industry  standards,  file with the  Securities  and  Exchange
Commission  (the  "Commission")  via the Electronic Data Gathering and Retrieval
System   (EDGAR),   a  Form   8-K   with  a  copy  of  the   statement   to  the
Certificateholders  for such Distribution  Date as an exhibit thereto.  Prior to
January 31, 2002, the Trustee shall, in accordance with industry standards, file

                                       51
<PAGE>

a Form 15 Suspension Notification with respect to the Trust Fund, if applicable.
Prior to March 30,  2002,  the  Trustee  shall  file a Form 10-K,  in  substance
conforming to industry  standards,  with respect to the Trust Fund.  The Company
hereby  grants to the  Trustee a limited  power of  attorney to execute and file
each such  document  on behalf of the  Company.  Such  power of  attorney  shall
continue until either the earlier of (i) receipt by the Trustee from the Company
of written termination of such power of attorney and (ii) the termination of the
Trust Fund. The Company agrees to promptly furnish to the Trustee,  from time to
time upon request,  such further information,  reports, and financial statements
within its  control  related to this  Agreement  and the  Mortgage  Loans as the
Trustee  reasonably deems  appropriate to prepare and file all necessary reports
with the Commission.  The Trustee shall have no responsibility to file any items
other than those specified in this section.

Section 3.18.  Annual Statement as to Compliance.

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

Section 3.19.  Annual Independent Public Accountants' Servicing Report.

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

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

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

Section 3.21.  Administration of Buydown Funds.

(a) With respect to any Buydown  Mortgage  Loan, the Servicer will withdraw from
the account that  satisfies the  requirements  for a  Subservicing  Account (the
"Buydown  Account") the predetermined  amount that, when added to the amount due
on such date from the  Mortgagor,  equals the full  Monthly  Payment and deposit

                                       52
<PAGE>

that amount in the Custodial  Account  together with the related payment made by
the Mortgagor or advanced by the Subservicer.

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

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01.  Payment Account.

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

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

Section 4.02.  Distributions.

(a) On each  Distribution Date (x) the Trustee or (y) the Paying Agent appointed
by the Trustee, shall distribute first to the Trustee, payment for any servicing
transfer expenses  reimbursable to the Trustee pursuant to Section 7.02(a),  and
that have not been paid or reimbursed to the Trustee by the Servicer,  second to

                                       53
<PAGE>

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:

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

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

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

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

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

     (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

                                       54
<PAGE>

          Principal Prepayment in Full, during the related Prepayment Period (or
          deemed to have been so received in accordance with Section 3.07(b)) to
          the extent  applied by the Servicer as  recoveries of principal of the
          related Mortgage Loan pursuant to Section 3.14 (other than the related
          Discount  Fraction  of  the  principal  portion  of  such  unscheduled
          collections, with respect to each Discount Mortgage Loan);

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

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

     (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;

                                       55
<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;

(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;

                                       56
<PAGE>

(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  Certificates,  the  balance,  if any,  of the  Available
     Distribution Amount.

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

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

(i)            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


                                       57
<PAGE>

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

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

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

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

(ii) the Senior Principal  Distribution Amount shall be distributed to the Class
     R Certificates  until the  Certificate  Principal  Balance thereof has been
     reduced to zero;

(iii)the balance of the Senior Principal Distribution Amount remaining after the
     distributions, if any, described in clause (iii) above shall be distributed
     to the Lockout  Certificates  in  reduction  of the  Certificate  Principal
     Balances  thereof,  in an  amount  equal  to the  sum of  (o)  the  Lockout
     Percentage  of the  Lockout  Certificates'  pro  rata  share,  based on the
     Certificate Principal Balance thereof relative to the aggregate Certificate
     Principal  Balance of all classes of certificates,  other than the Class PO
     Certificates,  of the  aggregate  of the  collections  described  in clause
     (ii)(Y)  (B), (C) and (E) of Section  4.02(a)  without  application  of the
     Senior Percentage and Senior  Accelerated  Distribution  Percentage and (p)
     prior to the  Distribution  Date in May 2006, $0 and for each  Distribution
     Date thereafter,  the Lockout  Certificates'  pro rata share,  based on the
     Certificate Principal Balance thereof relative to the aggregate Certificate
     Principal  Balance of all classes of Certificates,  other than the Class PO
     Certificates,  of the aggregate of the collections described in clause (ii)
     (A) of Section 4.02(a) without application of the Senior Percentage;

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

(iv) an amount equal to the balance of the Senior Principal  Distribution Amount
     remaining after the  distributions,  if any, described in clauses (iii) and
     (iv) above shall be  distributed  to the Class A-1, Class A-2 and Class A-3

                                       58
<PAGE>

     Certificates,  on a pro rata basis (in  accordance  with  their  respective
     Certificate Principal Balances),  in reduction of the Certificate Principal
     Balances  thereof,  until the Certificate  Principal  Balances thereof have
     been reduced to zero; and

(v)  an amount equal to the balance of the Senior Principal  Distribution Amount
     remaining  after the  distributions,  if any,  described  in clauses  (iii)
     through  (v)  above  shall be  distributed  sequentially,  to the Class A-4
     Certificates  and the Lockout  Certificates,  in that  order,  in each case
     until the Certificate Principal Balance thereof has been reduced to zero.

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

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

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

                                       59
<PAGE>

(f) Each distribution with respect to a Book-Entry  Certificate shall be paid to
the  Depository,   as  Holder  thereof,  and  the  Depository  shall  be  solely
responsible for crediting the amount of such distribution to the accounts of its
Depository   Participants  in  accordance  with  its  normal  procedures.   Each
Depository  Participant shall be responsible for disbursing such distribution to
the  Certificate  Owners that it represents  and to each indirect  participating
brokerage firm (a "brokerage  firm") for which it acts as agent.  Each brokerage
firm shall be responsible for disbursing funds to the Certificate Owners that it
represents.

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

Section 4.03.  Statements to Certificateholders.

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

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

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

(c) Within a reasonable  period of time after the end of each calendar year, the
Trustee shall prepare,  or cause to be prepared,  and shall forward, or cause to
be  forwarded,  to each Person who at any time during the calendar  year was the
Holder  of  a  Class  R  Certificate,  a  statement  containing  the  applicable
distribution  information  provided pursuant to this Section 4.03 aggregated for
such calendar year or applicable  portion  thereof  during which such Person was

                                       60
<PAGE>

the Holder of a Class R  Certificate.  Such  obligation  of the Trustee shall be
deemed  to have been  satisfied  to the  extent  that  substantially  comparable
information  shall be provided by the Servicer  pursuant to any  requirements of
the Code.

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

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

(a) Prior to the close of  business on the  Business  Day next  succeeding  each
Determination  Date,  the  Servicer  shall  furnish  a report  (the  "Remittance
Report")  to the Trustee 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 and preparing the statement
described in Section 4.03, as set forth in written  specifications or guidelines
issued by the Seller or the  Trustee  from time to time.  The  Trustee  shall be
protected in relying upon the  information  set forth in the  Remittance  Report
without any independent check or verification.

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

                                       61
<PAGE>

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

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

Section 4.05.  Allocation of Realized Losses.

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

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

                                       62
<PAGE>

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

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

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

Section 4.07.  Optional Purchase of Defaulted Mortgage Loans.

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

                                   ARTICLE V

                                THE CERTIFICATES

Section 5.01.  The Certificates.

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

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

                                       63
<PAGE>

only evidence,  that such Certificate has been duly  authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.

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

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

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

                                       64
<PAGE>

satisfaction  of the conditions  set forth below,  the Trustee shall execute and
the Certificate  Registrar shall  authenticate  and deliver,  in the name of the
designated  transferee or  transferees,  one or more new  Certificates of a like
Class and aggregate Percentage Interest.

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

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

(e)  (i)In  the  case  of any  Class  B or  Class R  Certificate  presented  for
     registration  in the  name of any  Person,  either  (A) the  Trustee  shall
     require  an  Opinion of  Counsel  acceptable  to and in form and  substance
     satisfactory  to the  Trustee,  the Company and the  Servicer to the effect
     that the  purchase  or holding of such  Class B or Class R  Certificate  is
     permissible  under  applicable  law,  will not  constitute or result in any
     non-exempt  prohibited  transaction  under  Section  406  of  the  Employee
     Retirement  Income Security Act of 1974, as amended  ("ERISA"),  or Section

                                       65
<PAGE>

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

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

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

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

(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

                                       66
<PAGE>

instruments of transfer and to do all other things  necessary in connection with
any such sale. The rights of each Person  acquiring any Ownership  Interest in a
Class R Certificate are expressly subject to the following provisions:

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

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

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

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

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

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

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

                                       67
<PAGE>

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

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

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

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

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

                                       68
<PAGE>

          the lower of the  then-current  rating or the rating  assigned to such
          Certificates as of the Closing Date by such Rating Agency; and

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

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

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

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

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

Section 5.04.  Persons Deemed Owners.

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

Section 5.05.  Appointment of Paying Agent.

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

                                       69
<PAGE>

the payments to the Certificateholders in the amounts and in the manner provided
for in  Section  4.02,  such  sum to be held in  trust  for the  benefit  of the
Certificateholders.

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

Section 5.06.  Optional Purchase of Certificates.

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

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

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

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

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

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

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

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

                                       70
<PAGE>

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 will
be  deemed to have been  purchased  and the  Holder as of such date will have no
rights with respect  thereto except to receive the purchase price therefor minus
any costs and expenses associated with such escrow account and notices allocated
thereto.  Any Certificates so purchased or deemed to have been purchased on such
Distribution Date shall remain outstanding hereunder.  The Servicer shall be for
all purposes the Holder thereof as of such date.

                                   ARTICLE VI

                          THE COMPANY AND THE SERVICER

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

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

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

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

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

                                       71
<PAGE>

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).  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

                                       72
<PAGE>

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

                                  ARTICLE VII

                                     DEFAULT

Section 7.01.  Events of Default.

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

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

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

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

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

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

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

                                       73
<PAGE>

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

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

Section 7.02.  Trustee to Act; Appointment of Successor.

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

                                       74
<PAGE>

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.

        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.

                                       75
<PAGE>

Section 7.03.  Notification to Certificateholders.

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

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

Section 7.04.  Waiver of Events of Default.

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

                                       76
<PAGE>

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

     (i)  Prior to the  occurrence of an Event of Default,  and after the curing
          or waiver of all such Events of Default which may have  occurred,  the
          duties and  obligations  of the Trustee shall be determined  solely by
          the express  provisions  of this  Agreement,  the Trustee shall not be
          liable except for the  performance  of such duties and  obligations as
          are specifically set forth in this Agreement,  no implied covenants or
          obligations shall be read into this Agreement against the Trustee and,
          in the  absence of bad faith on the part of the  Trustee,  the Trustee
          may  conclusively  rely,  as to the  truth of the  statements  and the
          correctness of the opinions expressed  therein,  upon any certificates
          or opinions  furnished  to the Trustee by the Company or the  Servicer
          and which on their face, do not  contradict the  requirements  of this
          Agreement;

     (ii) The Trustee  shall not be  personally  liable for an error of judgment
          made in good faith by a Responsible Officer or Responsible Officers of
          the Trustee,  unless it shall be proved that the Trustee was negligent
          in ascertaining the pertinent facts;

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

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

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

(d) The Trustee shall timely pay, from its own funds,  the amount of any and all
federal,  state and local  taxes  imposed  on the  Trust  Fund or its  assets or
transactions including, without limitation, (A) "prohibited transaction" penalty
taxes as defined in Section 860F of the Code,  if, when and as the same shall be
due and payable,  (B) any tax on contributions to a REMIC after the Closing Date
imposed  by  Section  860G(d)  of the Code and (C) any tax on "net  income  from
foreclosure  property"  as defined in Section  860G(c) of the Code,  but only if
such taxes  arise out of a breach by the Trustee of its  obligations  hereunder,
which breach constitutes negligence or willful misconduct of the Trustee.

                                       77
<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 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.

                                       78
<PAGE>

(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 REMIC to fail to qualify as a
REMIC at any time that any  Certificates are outstanding or (ii) cause the Trust
Fund  to be  subject  to  any  federal  tax as a  result  of  such  contribution
(including  the  imposition  of any  federal  tax on  "prohibited  transactions"
imposed under Section 860F(a) of the Code).

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

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

Section 8.04.  Trustee May Own Certificates.

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

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

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

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

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

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

                                       79
<PAGE>

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

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

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

Section 8.06.  Eligibility Requirements for Trustee.

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

Section 8.07.  Resignation and Removal of the Trustee.

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

(b) If at any time the Trustee shall cease to be eligible in accordance with the
provisions  of  Section  8.06 and shall  fail to resign  after  written  request
therefor by the Company, or if at any time the Trustee shall become incapable of
acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee
or of its property  shall be appointed,  or any public officer shall take charge
or  control of the  Trustee or of its  property  or affairs  for the  purpose of
rehabilitation,  conservation  or  liquidation,  then the Company may remove the
Trustee and appoint a successor trustee by written instrument, in duplicate, one
copy of which  instrument  shall be  delivered to the Trustee so removed and one
copy to the  successor  trustee.  In  addition,  in the event  that the  Company
determines  that  the  Trustee  has  failed  (i) to  distribute  or  cause to be
distributed  to the  Certificateholders  any amount  required to be  distributed
hereunder, if such amount is held by the Trustee or its Paying Agent (other than
the Servicer or the Company) for  distribution  or (ii) to otherwise  observe or
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

                                       80
<PAGE>

delivered  as  provided  in the  preceding  sentence.  In  connection  with  the
appointment  of a successor  trustee  pursuant to the  preceding  sentence,  the
Company  shall,  on or  before  the date on which any such  appointment  becomes
effective,  obtain  from  each  Rating  Agency  written  confirmation  that  the
appointment  of any such  successor  trustee will not result in the reduction of
the  ratings  on any  class of the  Certificates  below  the  lesser of the then
current or original ratings on such Certificates.

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

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

Section 8.08.  Successor Trustee.

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

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

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

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.

                                       81
<PAGE>

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

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

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

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

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

Section 8.11.  Appointment of Custodians.

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

                                       82
<PAGE>

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  will  maintain an office or agency in the City of New York
where  Certificates may be surrendered for registration of transfer or exchange.
The Trustee  initially  designates  its offices  located at 14 Wall Street,  New
York, New York for the purposes of keeping the Certificate Register. The Trustee
will maintain an office at each of the addresses  stated in Section 11.05 hereof
where  notices and  demands to or upon the Trustee in respect of this  Agreement
may be served.

                                   ARTICLE IX

                                   TERMINATION

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

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

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

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

                                       83
<PAGE>

respect to the Mortgage Loans. In addition,  the Servicer,  shall provide to the
Trustee  the  certification  required  by Section  3.15 and the  Trustee and any
Custodian shall,  promptly  following payment of the purchase price,  release to
the Servicer, as applicable, the Mortgage Files pertaining to the Mortgage Loans
being purchased.

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

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

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

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

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

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

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

                                       84
<PAGE>

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) The 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 the REMIC to comply with the  requirements  of this Section 9.02 will
not (i)  result  in the  imposition  on the Trust  Fund of taxes on  "prohibited
transactions," as described in Section 860F of the Code, or (ii) cause the 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 the
               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 the REMIC at the expense of the Trust Fund in  accordance  with
the terms and conditions of this Agreement.

                                   ARTICLE X

                                REMIC PROVISIONS

Section 10.01. REMIC Administration.

(a) The REMIC  Administrator  shall make an  election  to treat the Trust Fund a
REMIC under the Code and, if necessary,  under  applicable state law. The assets
of the REMIC are set forth in this Agreement. Such election will be made on Form
1066 or other  appropriate  federal tax or information  return  (including  Form
8811) or any  appropriate  state  return for the taxable year ending on the last
day of the calendar year in which the Certificates are issued.  For the purposes
of the REMIC elections in respect of the Trust Fund,  Certificates and interests
to be  designated  as the  "regular  interests"  and the sole class of "residual
interests"  in  the  REMIC  will  be set  forth  in  Section  10.03.  The  REMIC

                                       85
<PAGE>

Administrator  and the Trustee shall not permit the creation of any  "interests"
(within the meaning of Section 860G of the Code) in the REMIC elected in respect
of the Trust Fund other than the "regular interests" and "residual interests" so
designated.

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

(c) GMAC Mortgage  Corporation  shall hold a Class R Certificate  representing a
0.01% Percentage Interest in the Class R Certificates and shall be designated as
"the tax matters  person" with respect to the 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 the 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 the REMIC  created
hereunder and deliver such Tax Returns in a timely manner to the Trustee and the
Trustee shall sign and file such Tax Returns in a timely manner. The expenses of
preparing  such returns  shall be borne by the REMIC  Administrator  without any
right of reimbursement therefor. The REMIC Administrator agrees to indemnify and
hold harmless the Trustee with respect to any tax or liability  arising from the
Trustee's  signing of Tax Returns that contain errors or omissions.  The Trustee
and  Servicer  shall  promptly  provide  the  REMIC   Administrator   with  such
information  as the REMIC  Administrator  may from time to time  request for the
purpose of enabling the REMIC Administrator to prepare Tax Returns.

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

(f) The Servicer and the REMIC  Administrator  shall take such actions and shall
cause the 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 the 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 the REMIC as a REMIC or (ii) result in the
imposition  of a tax upon the 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 the  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

                                       86
<PAGE>

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

(g) In the event  that any tax is imposed on  "prohibited  transactions"  of the
REMIC  created  hereunder as defined in Section  860F(a)(2) of the Code, on "net
income from foreclosure  property" of the REMIC as defined in Section 860G(c) of
the Code,  on any  contributions  to the 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 the 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 the 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 the REMIC will not cause the REMIC
to fail to qualify as a REMIC at any time that any  Certificates are outstanding
or subject the 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 the REMIC created  hereunder will receive a
fee or other  compensation  for  services  nor permit  the REMIC to receive  any
income  from  assets  other  than  "qualified  mortgages"  as defined in Section

                                       87
<PAGE>

860G(a)(3)  of the  Code  or  "permitted  investments"  as  defined  in  Section
860G(a)(5) of the Code.

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

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

(m) Neither the Trustee nor the Servicer  shall sell,  dispose of or  substitute
for any of the  Mortgage  Loans  (except  in  connection  with (i) the  default,
imminent  default or foreclosure  of a Mortgage Loan,  including but not limited
to, the acquisition or sale of a Mortgaged  Property acquired by deed in lieu of
foreclosure,  (ii) the  bankruptcy  of the REMIC  created  hereunder,  (iii) the
termination  of the 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 the REMIC,  nor sell or dispose of any investments in the
Custodial  Account or the Payment Account for gain nor accept any  contributions
to the 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 the REMIC as a REMIC or (b) unless  the  Servicer  has
determined in its sole  discretion to indemnify the Trust Fund against such tax,
cause  the  REMIC  to  be  subject  to a tax  on  "prohibited  transactions"  or
"contributions" pursuant to the REMIC Provisions.

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

Section 10.02. Servicer, REMIC Administrator and Trustee Indemnification.

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

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

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

                                       88
<PAGE>

Section 10.03. Designation of REMIC.

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

        The Class A-1,  Class A-2,  Class A-3,  Class A-4,  Class A-5, Class PO,
Class IO, Class M-1,  Class M-2,  Class M-3,  Class B-1, Class B-2 and Class B-3
Certificates,  will  be  "regular  interests"  in the  REMIC,  and  the  Class R
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. 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 the Trust
     Fund as a REMIC at all times  that any  Certificate  is  outstanding  or to
     avoid or minimize the risk of the  imposition  of any tax on the Trust Fund
     pursuant to the Code that would be a claim against the Trust Fund, provided
     that the Trustee has  received an Opinion of Counsel to the effect that (A)
     such action is necessary or desirable to maintain such  qualification or to
     avoid or minimize the risk of the  imposition  of any such tax and (B) such
     action will not adversely  affect in any material  respect the interests of
     any Certificateholder,

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

                                       89
<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 the  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 the REMIC to fail to  qualify  as a REMIC at any
time that any Certificate is outstanding.

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

                                       90
<PAGE>

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 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.

                                       91
<PAGE>

Section 11.04. Governing Law.

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

Section 11.05. Notices.

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

  Recipient                          Address
  Company                            8400 Normandale Lake Boulevard
                                     Suite 600, Minneapolis, Minnesota 55437,
                                     Attention:  President
  Servicer                           100 Witmer Road
                                     Horsham, Pennsylvania 19044,
                                     Attention:  President
  Trustee                            1 Bank One Plaza
                                     Suite IL1-0126
                                     Chicago, Illinois 60670-0126
  Fitch                              One State Street Plaza
                                     New York, New York 10004
  Standard & Poor's                  55 Water Street
                                     New York, New York 10041


Any notice  required or permitted to be mailed to a  Certificateholder  shall be
given by first class  mail,  postage  prepaid,  at the address of such holder as
shown  in the  Certificate  Register.  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), (h), (i) or (j) below or
provide a copy to each Rating  Agency at such time as  otherwise  required to be
delivered  pursuant to this  Agreement  of any of the  statements  described  in
clauses (e) and (f) below:

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

(b)     the occurrence of an Event of Default,

                                       92
<PAGE>

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

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

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

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

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

(h)     the occurrence of the Final Distribution Date,

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

Section 11.07. Severability of Provisions.

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

Section 11.08. Supplemental Provisions for Resecuritization.

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

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

                                       93
<PAGE>

or  (subject to Section  10.01(f))  result in the  imposition  of a tax upon the
Trust Fund  (including but not limited to the tax on prohibited  transactions as
defined  in Section  860F(a)(2)  of the Code and the tax on  contributions  to a
REMIC as set forth in Section 860G(d) of the Code).

Section 11.09. Allocation of Voting Rights.

        98% of all of the Voting  Rights  shall be  allocated  among  Holders of
Certificates,  other than the Class IO Certificates and Class R Certificates, in
proportion to the outstanding Certificate Principal Balances of their respective
Certificates;  1% of all Voting  Rights shall be allocated  among the Holders of
the Class IO  Certificates,  in  accordance  with  their  respective  Percentage
Interests;  and 1% of all Voting Rights shall be allocated  among the Holders of
the  Class R  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.


                                       94
<PAGE>








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

                                            RESIDENTIAL ASSET MORTGAGE
                                                   PRODUCTS, INC.



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



                            GMAC MORTGAGE CORPORATION



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



                                            BANK ONE, NATIONAL ASSOCIATION.,
                                   as Trustee



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



                                       95
<PAGE>


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

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

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



                                                   Notary Public

[Notarial Seal]



<PAGE>


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

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

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



                                                   Notary Public

[Notarial Seal]



<PAGE>


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

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

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



                                                   Notary Public

[Notarial Seal]




<PAGE>




                                   EXHIBIT A-1


                           FORM OF CLASS A CERTIFICATE



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

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



Certificate No. 1                [____]% Pass-Through Rate

Class A- ___ Senior              Aggregate Initial Certificate Principal
                                 Balance of the Class A- ________Certificates:

Date of Pooling and Servicing    Initial Certificate Principal Balance of this
Agreement :                      Certificate: $_____________
April 26, 2001
                                 CUSIP _________-
Cut-off Date:
April 1, 2001

First Distribution Date:
May 25, 2001

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
June 25, 2031
                     GMACM MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2001-J2

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

                                       A-1-1

<PAGE>

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

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

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

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

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

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

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

                                        A-1-2

<PAGE>

the Servicer,  to the extent provided in the Agreement,  from related recoveries
on such Mortgage Loan or from other cash that would have been  distributable  to
Certificateholders.

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

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

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

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

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

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

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

               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

                                        A-1-3

<PAGE>

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

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

                                        A-1-4

<PAGE>




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

Dated:  April 26, 2001      BANK ONE, NATIONAL ASSOCIATION,
                            Not in its individual capacity but solely as
                            Trustee




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


                          CERTIFICATE OF AUTHENTICATION

               This  is one of the  Class  A-  Certificates  referred  to in the
within-mentioned Agreement.



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





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




                                        A-1-5

<PAGE>



                                   ASSIGNMENT

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

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



Dated:                              Signature by or on behalf of assignor





                                         Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

               The  assignee  should  include  the  following  for  purposes  of
distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available funds to _________________  for the account of  _____________________,
account    number    _________________,    or,   if   mailed   by   check,    to
___________________________________.  Applicable  statements should be mailed to
______________________________.

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

                                        A-1-6


<PAGE>




                                   EXHIBIT A-2

                          FORM OF CLASS IO CERTIFICATE

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

Certificate No. 1                   Variable Pass-Through Rate based on a
                                    Notional Amount
Class IO Senior
                                    [Percentage Interest: _______%]
Date of Pooling and Servicing
Agreement :                        [________] Initial Pass-Through Rate based on
April 26, 2001                      a Notional Amount

Cut-off Date:                       CUSIP _________-_____
April 1, 2001

First Distribution Date:
May 25, 2001

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
June 25, 2031



                                        A-2-1
<PAGE>


                     GMACM MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2001-J2

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

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

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

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

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

               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.

                                        A-2-2

<PAGE>

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

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

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

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

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

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

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

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

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

                                        A-2-3
<PAGE>

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

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


                                        A-2-4

<PAGE>




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

Dated:  April 26, 2001          BANK ONE, NATIONAL ASSOCIATION,
                                Not in its individual capacity but solely as
                                Trustee




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


                          CERTIFICATE OF AUTHENTICATION

               This  is one of the  Class  IO  Certificates  referred  to in the
within-mentioned Agreement.



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





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



                                        A-2-5

<PAGE>



                                   ASSIGNMENT

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

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



Dated:                                   Signature by or on behalf of assignor



                                                 Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

               The  assignee  should  include  the  following  for  purposes  of
distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available funds to _________________  for the account of  _____________________,
account    number    _________________,    or,   if   mailed   by   check,    to
___________________________________.  Applicable  statements should be mailed to
______________________________.

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


<PAGE>





                                   EXHIBIT A-3

                          FORM OF CLASS PO CERTIFICATE



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

Certificate No. 1                   0.00% Pass-Through Rate

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

First Distribution Date:
May 25, 2001

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
June 25, 2031


                                        A-3-1

<PAGE>


                     GMACM MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2001-J2

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

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

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

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

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

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

                                        A-3-2
<PAGE>

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

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

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

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

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

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

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

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

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

                                        A-3-3
<PAGE>

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

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


                                        A-3-4

<PAGE>




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

Dated:  April 26, 2001       BANK ONE, NATIONAL ASSOCIATION,
                             Not in its individual capacity but solely as
                             Trustee




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


                          CERTIFICATE OF AUTHENTICATION

               This  is one of the  Class  PO  Certificates  referred  to in the
within-mentioned Agreement.



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





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

                                        A-3-5

<PAGE>



                                   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-3-6

<PAGE>




                                    EXHIBIT B

                           FORM OF CLASS M CERTIFICATE

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

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

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

        Any Transferee of this Certificate will be deemed to have represented by
virtue of its purchase or holding of this  Certificate (or interest herein) that
EITHER (a) such Transferee is not an investment  manager, a named fiduciary or a
trustee of any Plan) acting, directly or indirectly,  on behalf of or purchasing
any Certificate with "plan assets" of any Plan (a "plan  investor"),  (B) it has
acquired and is holding such  Certificate in reliance on Prohibited  Transaction
Exemption  ("PTE") 94-29, 59 Fed. Reg. 14674 (March 29, 1994), as amended by PTE
97-34, 62 Fed. Reg. 39021 (July 21, 1997),  and PTE 2000-58,  65 Fed. Reg. 67765
(November 13, 2000) (the "RFC  Exemption"),  and that it understands  that there
are certain  conditions to the availability of the RFC Exemption  including that
such Certificate  must be rated, at the time of purchase,  not lower than "BBB-"
(or its  equivalent)  by  Standard  & Poor's,  Fitch or  Moody's  or (C) (I) the
transferee is an insurance company, (II) the source of funds to be used by it to
purchase the Certificate is an "insurance  company general  account" (within the
meaning of Department of Labor Prohibited  Transaction Class Exemption  ("PTCE")
95-60),  and (iii) the  CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60
HAVE BEEN  SATISFIED  (EACH ENTITY THAT  SATISFIES THIS CLAUSE (C), A "cOMPLYING
INSURANCE COMPANY).

                                        B-1
<PAGE>

        If this  Certificate (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD BY ANY
PERSON  THAT  DOES  NOT  SATISFY  THE  CONDITIONS  DESCRIBED  IN  THE  PRECEDING
PARAGRAPH,  THEN THE LAST  preceding  Transferee  that  either (i) is not a Plan
Investor,  (II) ACQUIRED SUCH  CERTIFICATE IN COMPLIANCE WITH THE RFC EXEMPTION,
or (iiI) is a  Complying  Insurance  Company  shall be  restored,  to the extent
permitted by law, to all rights and  obligations  as  Certificate  Owner thereof
retroactive to the date of such Transfer of this Certificate.  The Trustee shall
be  under no  liability  to any  Person  for  making  any  payments  due on this
Certificate to such preceding Transferee.

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

Certificate No. 1                      6.75% Pass-Through Rate

Class M-    Subordinate                Aggregate Certificate
                                       Principal Balance
Date of Pooling and Servicing          of the Class M-[  ] Certificates:
Agreement:                             $[_______________________]
April 26, 2001
                                       Initial Certificate Principal
Cut-off Date:                          Balance of this Certificate:
April 1, 2001                          $[________________________]

First Distribution Date:               CUSIP: ________-________
May 27, 2001

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
June 25, 2031

                           GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-J2

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

     This  Certificate  is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in  Residential  Asset  Mortgage
Products,  Inc.,  the Servicer,  the Trustee  referred to below or GMAC Mortgage
Group,  Inc.  or any of  their  affiliates.  Neither  this  Certificate  nor the
underlying  Mortgage Loans are guaranteed or insured by any governmental  agency
or  instrumentality  or  by  Residential  Asset  Mortgage  Products,  Inc.,  the
Servicer,  the Trustee or GMAC Mortgage Group,  Inc. or any of their affiliates.


                                        B-2

<PAGE>

None of the Company,  the Servicer,  GMAC Mortgage  Group,  Inc. or any of their
affiliates  will have any  obligation  with respect to any  certificate or other
obligation secured by or payable from payments on the Certificates.

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

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

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

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

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

                                        B-3

<PAGE>

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

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

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

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

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

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

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

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

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

                                        B-4
<PAGE>

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

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



                                        B-5


<PAGE>


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

Dated:  April 26, 2001            BANK ONE, NATIONAL ASSOCIATION,
                                  Not in its individual capacity but solely as
                                  Trustee




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


                          CERTIFICATE OF AUTHENTICATION

               This  is one of the  Class  M-  Certificates  referred  to in the
within-mentioned Agreement.




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



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

                                        B-6

<PAGE>


                                   ASSIGNMENT

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

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

Dated:
                                       ______________________
                                       Signature by or on behalf of assignor




                                      Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

 The  assignee  should  include  the  following  for  purposes  of
distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available funds to _________________  for the account of  _____________________,
account    number    _________________,    or,   if   mailed   by   check,    to
___________________________________.  Applicable  statements should be mailed to
______________________________.

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



                                    B-7

<PAGE>



                                    EXHIBIT C


                           FORM OF CLASS B CERTIFICATE

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

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

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

Certificate No. 1                  6.75% Pass-Through Rate

Class B- ____Subordinate           Aggregate Certificate Principal Balance of
                                   the Class B- ____ Certificates as of the
Date of Pooling and Servicing      Cut-off Date:
Agreement:                         $[_____________________]
April 26, 2001
                                   Initial Certificate Principal
Cut-off Date:                      Balance of this Certificate:
April 1, 2001                      $[_____________________]

First Distribution Date:
May 25, 2001

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
June 25, 2031


                           GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-J2

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

                                                C-1

<PAGE>

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

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

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

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

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

               No transfer of this Class B Certificate  will be made unless such
transfer is exempt from the  registration  requirements of the Securities Act of
1933,  as  amended,  and  any  applicable  state  securities  laws or is made in
accordance  with said Act and laws.  In the event that such a transfer  is to be
made,  (i) the  Trustee  or the  Company  may  require  an  opinion  of  counsel
acceptable  to and in form and  substance  satisfactory  to the  Trustee and the

                                        C-2

<PAGE>

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

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

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

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

               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

                                        C-3
<PAGE>

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.

                                        C-4


<PAGE>


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

Dated:  April 26, 2001              BANK ONE, NATIONAL ASSOCIATION,
                                    Not in its individual capacity but solely as
                                    Trustee



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



                          CERTIFICATE OF AUTHENTICATION

               This  is one of the  Class  B-  Certificates  referred  to in the
within-mentioned Agreement.



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


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



                                        C-5

<PAGE>


                                   ASSIGNMENT

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

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

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




                                  Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

 The  assignee  should  include  the  following  for  purposes  of
distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available funds to _________________  for the account of  _____________________,
account    number    _________________,    or,   if   mailed   by   check,    to
___________________________________.  Applicable  statements should be mailed to
______________________________.

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



                                                C-6

<PAGE>

                                    EXHIBIT D


                           FORM OF CLASS R CERTIFICATE

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

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

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

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


                                        D-1
<PAGE>

Certificate No. 1                  6.75% Pass-Through Rate

Class R Senior                     Aggregate Initial Certificate Principal
                                   Balance of the Class R Certificates:  $100.00
Date of Pooling and Servicing
Agreement:                         Initial Certificate Principal
April 26, 2001                     Balance of this Certificate:
                                   $[ ___________________ ]
Cut-off Date:
April 1, 2001                      Percentage Interest:
                                   ________________%
First Distribution Date:
May 25, 2001                       CUSIP

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
June 25, 2031


                           GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-J2

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

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

               This certifies that [ ] is the registered owner of the Percentage
Interest  evidenced  by this  Certificate  (obtained  by  dividing  the  Initial
Certificate  Principal  Balance of this  Certificate  by the  aggregate  Initial
Certificate  Principal  Balance of all Class R  Certificates,  both as specified
above) in  certain  distributions  with  respect  to the Trust  Fund  consisting
primarily of a pool of  conventional  one- to  four-family  fixed  interest rate
first  mortgage  loans (the  "Mortgage  Loans"),  formed and sold by Residential
Asset Mortgage  Products,  Inc.  (hereinafter  called the "Company,"  which term
includes any successor entity under the Agreement  referred to below). The Trust
Fund  was  created  pursuant  to a  Pooling  and  Servicing  Agreement  dated as
specified above (the "Agreement") among the Company,  the Servicer and Bank One,
National  Association,  as trustee (the "Trustee"),  a summary of certain of the
pertinent provisions of which is set forth hereafter.  To the extent not defined

                                        D-2
<PAGE>

herein,  the  capitalized  terms used herein have the  meanings  assigned in the
Agreement.  This  Certificate  is issued  under  and is  subject  to the  terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.

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

               Each Holder of this  Certificate will be deemed to have agreed to
be bound by the  restrictions  set forth in the Agreement to the effect that (i)
each person holding or acquiring any Ownership Interest in this Certificate must
be a United States Person and a Permitted  Transferee,  (ii) the transfer of any
Ownership  Interest in this Certificate will be conditioned upon the delivery to
the Trustee of,  among other  things,  an  affidavit  to the effect that it is a
United States Person and Permitted Transferee,  (iii) any attempted or purported
transfer of any  Ownership  Interest in this  Certificate  in  violation of such
restrictions  will be  absolutely  null and void and will  vest no rights in the
purported  transferee,  and (iv) if any person other than a United States Person
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").


                                        D-3
<PAGE>

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

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

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

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

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

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

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

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

               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

                                        D-4
<PAGE>

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-5

<PAGE>


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

Dated:  April 26, 2001        BANK ONE, NATIONAL ASSOCIATION,
                              Not in its individual capacity but solely as
                              Trustee




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


                          CERTIFICATE OF AUTHENTICATION

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




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



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


                                        D-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.


                                        D-7


<PAGE>


                                    EXHIBIT E


                             MORTGAGE LOAN SCHEDULE

<TABLE>
<CAPTION>

2001 - J2



 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

<S>                <C>              <C>                   <C>                      <C>               <C>   <C>
 9716341           7.5              304000                170580.93                170826.02         01/01/1994

 WASHINGTON DEPOT  CT               11/30/1993            360                      Second Home       Purchase
                   067940000        Standard              N                        36982             54.28
                                    1312.75               12/01/2023               04/01/2001        0

 120885900         7.375
                                    508000                508000                   508000            05/01/2001
 TUCSON            AZ               03/15/2001            360                      Primary           Refinance
                   857450000                                                       Residence
                                    Standard              N                        36982             55.2174
                                    3508.63               04/01/2031               04/01/2001        0

 121703706         8.25             493150                490433.93                490791.71         10/01/2000
 LOS GATOS                          09/08/1999            349                      Primary           Construction-Perma
                                                                                   Residence         nent
                   950330000        Standard              N                        36951             71.1849
                                    3731.97               10/01/2029               04/01/2001        0

 124177809         8.375
 CROWNSVILLE                        470000                469117.42                469413.64         02/01/2001
                                    12/20/2000            360                      Primary           Purchase
                   210320000        Standard              N                        36982             73.1899

                                    3572.34               01/01/2031               04/01/2001        0

 127656205         7.875            500000                498874.57                499252.17         02/01/2001
 CLIO                               01/11/2000            349                      Primary           Construction-Perma
                   961060000        Standard              N                        36982             72.4638

                                    3653.94               02/01/2030               04/01/2001        0

 412399230         6.875            303000                302745.45                303000            04/01/2001
 SOUTH HACKENSACK
                   076060000        02/20/2001            360                      Primary           Refinance
                                    Standard              N                        36982             87.83
                                    1990.49               03/01/2031               04/01/2001        0

 450303631         7.75             230000                217428.4                 217670.36         02/01/1996

 CAMBRIA           CA               12/27/1995            360                      Primary           Purchase
                   934282506        Standard              N                        36982             73.01
                                    1647.75               01/01/2026               04/01/2001        0

 450487681         7.75
                                    322500                297435.9                 297971.93         09/01/1996
 LOS ANGELES       CA               07/24/1996            360                      Primary           Refinance
                   900561415                                                       Residence
                                    Alternative           N                        36982             64.5
                                    2310.43               08/01/2026               04/01/2001        0

 450627534         7.75             254600                243950.46                244197.34         03/01/1997
 PALMDALE                           01/23/1997            360                      Primary           Purchase
                                                                                   Residence
                   935514707        Alternative           N                        36951             95
                                    1823.99               02/01/2027               04/01/2001        0

 450800198         7.75
 LOS ANGELES                        248950                238686.12                238926.56         09/01/1997
                                    07/31/1997            360                      Primary           Refinance
                   900430000        Alternative Lite      N                        36982             76.6

                                    1783.51               08/01/2027               04/01/2001        0

 500467501         7.5              500000                498628.92                500000            04/01/2001
 WILLIAMSBURG                       02/16/2001            360                      Primary           Purchase
                   231880000        Select                N                        36982             65.445

                                    3496.08               03/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 500530902         7.125            476000                475177.61                475590.02         03/01/2001

 UNIVERSITY PARK   TX               02/02/2000            349                      Primary           Construction-Perma
                   752250000        Standard              N                        36951             80
                                    3236.23               03/01/2030               04/01/2001        0

 500823406         7.25
                                    581250                581250                   581250            05/01/2001
 SYRACUSE          IN               03/16/2001            360                      Primary           Refinance
                   465670000                                                       Residence
                                    Select                N                        36982             75
                                    3965.15               04/01/2031               04/01/2001        0

 502180607         8.125            260400                259490.65                259674.98         12/01/2000
 GOODRICH                           03/24/2000            353                      Primary           Construction-Perma
                                                                                   Residence         nent
                   484380000        Standard              N                        36982             89.9814
                                    1942.55               04/01/2030               04/01/2001        0

 503265902         8.375
 PLYMOUTH                           338650                338439.5                 338650            04/01/2001
                                    02/13/2001            360                      Primary           Purchase
                   481700000        Standard              N                        36982             79.9929

                                    2573.99               03/01/2031               04/01/2001        0

 503618209         8                320450                319548.85                319776.39         01/01/2001
 BRIGHTON                           06/06/2000            355                      Primary           Construction-Perma
                   481160000        Select                N                        36982             79.9935

                                    2359.38               07/01/2030               04/01/2001        0

 504040908         7.25             316000                316000                   316000            05/01/2001
 PARSIPANNY
                   079500000        03/15/2001            360                      Primary           Purchase
                                    Standard              N                        36982             80
                                    2155.68               04/01/2031               04/01/2001        0

 505123604         7.25             396000                396000                   396000            05/01/2001

 GLEN MILLS        PA               03/02/2001            360                      Primary           Purchase
                   193420000        Standard              N                        36982             79.9811
                                    2701.42               04/01/2031               04/01/2001        0

 505866202         8.375
                                    345000                345000                   345000            05/01/2001
 OAKLAND TWP       MI               03/13/2001            360                      Primary           Purchase
                   482630000                                                       Residence
                                    Select                N                        36982             72.3974
                                    2622.25               04/01/2031               04/01/2001        0

 506011709         7.375            340280                340280                   340280            05/01/2001
 PARKER                             03/12/2001            360                      Primary           Purchase
                                                                                   Residence
                   801340000        Standard              N                        36982             95.0001
                                    2350.23               04/01/2031               04/01/2001        0

 506542505         7
 ELLISVILLE                         426900                426900                   426900            05/01/2001
                                    03/07/2001            360                      Primary           Purchase
                   630210000        Select                N                        36982             79.9921

                                    2840.18               04/01/2031               04/01/2001        0

 506600709         7.25             445950                445602.11                445950            04/01/2001
 LEESBURG                           02/28/2001            360                      Primary           Purchase
                   201760000        Relocation            N                        36982             84.9971

                                    3042.17               03/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 506726405         7.875            439621.6              439040.12                439621.6          04/01/2001

 NORTH HAMPTON     NH               02/27/2001            360                      Primary           Purchase
                   038620000        Standard              N                        36982             80
                                    3187.57               03/01/2031               04/01/2001        0

 507194900         7.5
                                    376000                376000                   376000            05/01/2001
 BEVERLY           MA               03/30/2001            360                      Primary           Purchase
                   019150000                                                       Residence
                                    Standard              N                        36982             80
                                    2629.05               04/01/2031               04/01/2001        0

 507203305         7.75             337400                337400                   337400            05/01/2001
 FT COLLINS                         03/12/2001            360                      Primary           Purchase
                                                                                   Residence
                   805280000        Standard              N                        36982             89.9995
                                    2417.18               04/01/2031               04/01/2001        0

 507668705         7.25
 FRASER                             448800                448800                   448800            05/01/2001
                                    03/09/2001            360                      Second Home       Purchase
                   804420000        Standard              N                        36982             80

                                    3061.61               04/01/2031               04/01/2001        0

 508042108         7.875            552500                551351.81                551737.05         02/01/2001
 KELLOGG                            12/21/2000            360                      Primary           Refinance
                   838370000        Standard              N                        36951             85

                                    4006.01               01/01/2031               04/01/2001        0

 508226602         8                332000                332000                   332000            05/01/2001
 MAMARONECK
                   105430000        03/02/2001            360                      Primary           Purchase
                                    Standard              N                        36982             80
                                    2436.1                04/01/2031               04/01/2001        0

 508332806         7                387100                387100                   387100            06/01/2001

 YORK TOWNSHIP     MI               04/04/2001            360                      Primary           Purchase
                   481600000        Select                N                        37012             79.9803
                                    2575.39               05/01/2031               04/01/2001        315.47

 508514908         7.375
                                    343544                343019.56                343282.58         03/01/2001
 ARGYLE            TX               01/25/2001            360                      Primary           Refinance
                   762260000                                                       Residence
                                    Standard              N                        36951             82.7817
                                    2372.78               02/01/2031               04/01/2001        0

 508531902         7.5              332000                331047.34                331575            03/01/2001
 FULLERTON                          01/31/2001            360                      Primary           Purchase
                                                                                   Residence
                   928330000        Standard              N                        36982             80
                                    2321.4                02/01/2031               04/01/2001        0

 508662905         7.875
 OCEAN CITY                         400000                399724.72                399447.63         04/01/2001
                                    02/02/2001            360                      Second Home       Purchase
                   082260000        Stated Income         N                        37012             53.3333

                                    2900.28               03/01/2031               04/01/2001        0

 508682903         7.75             465000                464571.8                 465000            04/01/2001
 CASTLE ROCK                        02/15/2001            360                      Primary           Refinance
                   801040000        Standard              N                        36982             62.4161

                                    3331.32               03/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 508694106         8.625            399950                399713.86                399713.86         04/01/2001

 LONG BEACH        CA               02/23/2001            360                      Primary           Refinance
                   908030000        Standard              N                        36982             69.5565
                                    3110.78               03/01/2031               04/01/2001        0

 508718400         8
                                    1000000               999329.02                1000000           04/01/2001
 KING CITY         CA               02/15/2001            360                      Primary           Refinance
                   939300000                                                       Residence
                                    Select                N                        36982             58.8235
                                    7337.65               03/01/2031               04/01/2001        0

 508738200         7.625            605000                604121.44                604562.11         03/01/2001
 DANA POINT                         01/26/2001            360                      Primary           Refinance
                                                                                   Residence
                   926290000        Standard              N                        36982             40.3333
                                    4282.16               02/01/2031               04/01/2001        0

 508877305         7.125
 MOORPARK                           325000                324740.1                 325000            04/01/2001
                                    02/21/2001            360                      Primary           Purchase
                   930210000        Select                N                        36982             77.039

                                    2189.59               03/01/2031               04/01/2001        0

 508916905         7.125            280000                279550.83                279776.08         03/01/2001
 NAVASOTA                           01/18/2001            360                      Primary           Refinance
                   778680000        Standard              N                        36982             67.4699

                                    1886.42               02/01/2031               04/01/2001        0

 508973906         7.625            278660                278348.31                278660            04/01/2001
 POMPTON PLAINS
                   074440000        02/27/2001            360                      Primary           Refinance
                                    Stated Income         N                        36982             61.9244
                                    1972.34               03/01/2031               04/01/2001        0

 509065900         7.375            350000                350000                   350000            05/01/2001

 PLYMOUTH TWP      MI               03/21/2001            360                      Primary           Refinance
                   481700000        Standard              N                        36982             51.4706
                                    2417.37               04/01/2031               04/01/2001        0

 509154704         7.625
                                    476000                475655.48                475655.48         04/01/2001
 CASTLE ROCK       CO               02/23/2001            360                      Primary           Purchase
                   801040000                                                       Residence
                                    Standard              N                        36982             80
                                    3369.1                03/01/2031               04/01/2001        0

 509247904         7.625            324595                324595                   324595            05/01/2001
 OAKLEY                             03/09/2001            360                      Primary           Purchase
                                                                                   Residence
                   945610000        Standard              N                        36982             86.7757
                                    2297.47               04/01/2031               04/01/2001        0

 509269205         7.375
 NEWARK                             295000                294775.52                295000            04/01/2001
                                    02/27/2001            360                      Primary           Refinance
                   945600000        Standard              N                        36951             60.2041

                                    2037.5                03/01/2031               04/01/2001        0

 509274700         7.625            426300                425680.94                425680.94         03/01/2001
 WEST BLOOMFIELD                    01/26/2001            360                      Primary           Refinance
                   483230000        Select                N                        36982             28.42

                                    3017.33               02/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 509304903         7.5              500000                499628.92                500000            04/01/2001

 TUSTIN RANCH      CA               02/14/2001            360                      Primary           Purchase
                   927820000        Select                N                        36982             61.4052
                                    3496.08               03/01/2031               04/01/2001        0

 509326708         7.375
                                    400000                399695.62                400000            04/01/2001
 FRANKFORT         IL               02/14/2001            360                      Primary           Purchase
                   604230000                                                       Residence
                                    Select                N                        36982             49.6894
                                    2762.71               03/01/2031               04/01/2001        0

 509445706         7.5              360000                359682.82                360000            04/01/2001
 CARMEL VALLEY                      02/21/2001            360                      Primary           Refinance
                                                                                   Residence
                   939240000        Standard              N                        36982             51.4286
                                    2517.18               03/01/2031               04/01/2001        0

 509477204         7.875
 STRATTON MT                        649935                649487.72                649935            04/01/2001
                                    02/02/2001            360                      Second Home       Purchase
                   051550000        Standard              N                        36982             65

                                    4712.48               03/01/2031               04/01/2001        0

 509487203         7.625            319000                318769.11                319000            04/01/2001
 FAIRFIELD                          02/21/2001            360                      Primary           Refinance
                   070040000        Standard              N                        36982             79.9499

                                    2257.87               03/01/2031               04/01/2001        0

 509509907         7.875            58000                 57919.89                 57960.08          04/01/2001
 YORK
                   174040000        02/02/2001            360                      Primary           Refinance
                                    Stated Income         N                        37012             44.6154
                                    420.55                03/01/2031               04/01/2001        0

 509534608         7.25             375000                374413.15                374707.46         03/01/2001

 SANTA BARBARA     CA               01/26/2001            360                      Primary           Purchase
                   931110000        Select                N                        36982             77.3196
                                    2558.17               02/01/2031               04/01/2001        0

 509541900         7.125
                                    344000                343724.9                 344000            04/01/2001
 BEDFORD           NH               02/21/2001            360                      Primary           Refinance
                   031100000                                                       Residence
                                    Standard              N                        36951             80
                                    2317.6                03/01/2031               04/01/2001        0

 509548004         7                479900                479506.63                479900            04/01/2001
 STERLING                           03/01/2001            360                      Primary           Purchase
                                                                                   Residence
                   201655135        VIP Relocation        N                        36951             79.9967
                                    3192.79               03/01/2031               04/01/2001        0

 509618005         7.875
 SALINE                             511700                511058.03                511700            04/01/2001
                                    02/22/2001            360                      Primary           Refinance
                   481760000        Standard              N                        36982             79.704

                                    3710.19               03/01/2031               04/01/2001        0

 509632105         7.625            300000                299756.25                300000            04/01/2001
 WINCHESTER                         02/06/2001            360                      Primary           Refinance
                   018900000        Standard              N                        36982             46.1538

                                    2123.39               03/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 509643201         7.875            377800                377512.19                377800            04/01/2001

 NEWBURY           MA               02/05/2001            360                      Primary           Refinance
                   019510000        Standard              N                        36982             74.5168
                                    2739.32               03/01/2031               04/01/2001        0

 509659306         7.375
                                    308000                307765.64                308000            04/01/2001
 WHEATON           IL               02/06/2001            360                      Primary           Refinance
                   601870000                                                       Residence
                                    Standard              N                        36982             80
                                    2127.28               03/01/2031               04/01/2001        0

 509673802         7.625            329800                329561.29                329561.29         04/01/2001
 WESTON                             02/26/2001            360                      Primary           Purchase
                                                                                   Residence
                   333270000        Select                N                        36982             79.9893
                                    2334.31               03/01/2031               04/01/2001        0

 509677704         7.75
 CLARKSTON                          345000                344694.77                345000            04/01/2001
                                    02/02/2001            360                      Primary           Refinance
                   483480000        Select                N                        36982             63.3028

                                    2471.63               03/01/2031               04/01/2001        0

 509688602         7.75             320000                319774.15                320000            04/01/2001
 CENTERVILLE                        02/08/2001            360                      Primary           Refinance
                   026320000        Standard              N                        36982             77.4818

                                    2292.52               03/01/2031               04/01/2001        0

 509691101         7.5              478800                478800                   478800            05/01/2001
 YORBA LINDA
                   928860000        03/29/2001            360                      Primary           Purchase
                                    Standard              Y                        36982             80
                                    3347.84               04/01/2031               04/01/2001        0

 509718409         7.625            340000                339753.92                339753.92         04/01/2001

 CANTON            MI               02/01/2001            360                      Primary           Refinance
                   481880000        Select                N                        36982             80
                                    2406.5                03/01/2031               04/01/2001        0

 509750501         7.5
                                    400150                399554.2                 400150            03/01/2001
 ROCKVILLE         MD               02/01/2001            360                      Primary           Refinance
                   208503715                                                       Residence
                                    Streamline            N                        36982             61.5615
                                    2797.91               02/01/2031               04/01/2001        0

 509758207         7.5              292000                292000                   292000            05/01/2001
 BEVERLY                            03/28/2001            360                      Primary           Refinance
                                                                                   Residence
                   019150000        Standard              N                        36982             84.6377
                                    2041.71               04/01/2031               04/01/2001        0

 509769303         7.5
 WHITE LAKE                         339400                339148.11                339400            04/01/2001
                                    02/08/2001            360                      Primary           Refinance
                   483830000        Select                N                        36951             77.1364

                                    2373.14               03/01/2031               04/01/2001        0

 509774204         7.5              320000                319762.51                320000            04/01/2001
 SACRAMENTO                         02/20/2001            360                      Primary           Purchase
                   958160000        Standard              N                        36982             80

                                    2237.49               03/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 509780508         7.75             290017.6              289812.9                 290017.6          04/01/2001

 PORTSMOUTH        NH               03/01/2001            360                      Primary           Purchase
                   038010000        Standard              N                        36982             80
                                    2077.73               03/01/2031               04/01/2001        0

 509819801         7.75
                                    330000                329767.08                330000            04/01/2001
 KENOSHA           WI               02/05/2001            360                      Primary           Refinance
                   531420000                                                       Residence
                                    Standard              N                        36982             68.323
                                    2364.17               03/01/2031               04/01/2001        0

 509823209         7.75             441600                441288.32                441288.32         04/01/2001
 LEXINGTON                          02/07/2001            360                      Primary           Purchase
                                                                                   Residence
                   024210000        Standard              N                        36982             80
                                    3163.68               03/01/2031               04/01/2001        0

 509823308         8.125
 CENTERBROOK                        315000                314288.41                314288.41         03/01/2001
                                    01/30/2001            300                      Primary           Refinance
                   064090000        Streamline            N                        36982             67.0213

                                    2457.37               02/01/2026               04/01/2001        0

 509834206         7.75             326800                326569.34                326800            04/01/2001
 SAN RAFAEL                         02/21/2001            360                      Primary           Refinance
                   949010000        Standard              N                        36982             43.5733

                                    2341.24               03/01/2031               04/01/2001        0

 509836805         7.75             1000000               998583.84                999294.2          03/01/2001
 BLOOMFIELD HILLS
                   483020000        01/26/2001            360                      Primary           Refinance
                                    Streamline            N                        36982             57.1429
                                    7164.13               02/01/2031               04/01/2001        0

 509851309         7.75             565000                564058.52                564460.77         04/01/2001

 AUSTIN            TX               02/21/2001            360                      Primary           Refinance
                   787460000        Standard              N                        36982             73.3766
                                    4047.73               03/01/2031               04/01/2001        0

 509887303         7.625
                                    325000                325000                   325000            05/01/2001
 RANDOLPH          NJ               03/06/2001            360                      Primary           Refinance
                   078690000                                                       Residence
                                    Standard              N                        36982             74.7126
                                    2300.33               04/01/2031               04/01/2001        0

 509910709         7.875            422200                421527.25                421817.81         04/01/2001
 BARRINGTON                         03/07/2001            360                      Primary           Refinance
                                                                                   Residence
                   600100000        Streamline            N                        36982             79.5104
                                    3061.25               03/01/2031               04/01/2001        0

 509918306         7.375
 NORTHRIDGE                         369000                369000                   369000            05/01/2001
                                    03/24/2001            240                      Primary           Refinance
                   913260000        Standard              N                        36982             61.5

                                    2944.5                04/01/2021               04/01/2001        0

 509951703         7.625            279050                279050                   279050            05/01/2001
 INDIANAPOLIS                       03/09/2001            360                      Primary           Refinance
                   462360000        Standard              N                        36982             81.3557

                                    1975.1                04/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 509974200         7.875            424000                423701.2                 424000            04/01/2001

 EASTPORT          ME               02/02/2001            360                      Second Home       Purchase
                   046310000        Standard              N                        36982             80
                                    3074.3                03/01/2031               04/01/2001        0

 509975108         7.75
                                    561500                560353.69                561500            04/01/2001
 OCEOLA TOWNSHIP   MI               02/12/2001            360                      Primary           Refinance
                   488430000                                                       Residence
                                    Select                N                        36982             70.1875
                                    4022.66               03/01/2031               04/01/2001        0

 509995106         7.75             418100                417804.91                418100            04/01/2001
 ROCHESTER HILLS                    02/09/2001            360                      Primary           Refinance
                                                                                   Residence
                   483070000        Select                N                        36982             72.713
                                    2995.32               03/01/2031               04/01/2001        0

 509997904         7.625
 WILMINGTON                         600000                599312.5                 600000            04/01/2001
                                    02/28/2001            360                      Primary           Purchase
                   284030000        Select                N                        36982             80

                                    4246.77               03/01/2031               04/01/2001        0

 509998803         7.75             325600                325600                   325600            05/01/2001
 CARY                               03/30/2001            360                      Primary           Refinance
                   600130000        Streamline            N                        36982             80

                                    2332.64               04/01/2031               04/01/2001        0

 510000201         7                367900                367598.43                367900            04/01/2001
 BUFFALO
                   142210000        02/15/2001            360                      Primary           Purchase
                                    Select                N                        36982             79.9957
                                    2447.65               03/01/2031               04/01/2001        0

 510008808         7.625            496900                496016.33                496900            04/01/2001

 ST SIMONS'S       GA               02/27/2001            240                      Second Home       Refinance
 ISLAND            315220000        Select                N                        36982             62.1125
                                    4041.06               03/01/2021               04/01/2001        0

 510017403         7.875
                                    343450                342975.71                343213.63         03/01/2001
 ELMHURST          IL               02/05/2001            360                      Primary           Refinance
                   601263551                                                       Residence
                                    Standard              N                        36951             76.6629
                                    2490.26               02/01/2031               04/01/2001        0

 510036007         7.5              650000                649517.6                 650000            04/01/2001
 MINNTEONKA                         02/23/2001            360                      Primary           Refinance
                                                                                   Residence
                   553050000        Select                N                        36982             42.623
                                    4544.9                03/01/2031               04/01/2001        0

 510042807         7.125
 LEXINGTON                          348500                348140.11                348419.28         04/01/2001
                                    02/15/2001            360                      Primary           Refinance
                   290720000        Streamline            N                        36951             75.9259

                                    2347.91               03/01/2031               04/01/2001        0

 510048606         7.875            612000                611578.82                612000            04/01/2001
 TRUCKEE                            02/17/2001            360                      Primary           Refinance
                   961610000        Stated Income         N                        36982             49.9592

                                    4437.43               03/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 510064702         7.25             459400                458966.22                459400            04/01/2001

 HAMILTON          MA               02/02/2001            360                      Primary           Refinance
                   019360000        Standard              N                        36982             79.8957
                                    3133.92               03/01/2031               04/01/2001        0

 510080906         7.625
                                    567000                566589.61                567000            04/01/2001
 KAILUA            HI               02/19/2001            360                      Primary           Refinance
                   967340000                                                       Residence
                                    Standard              N                        36982             79.0795
                                    4013.2                03/01/2031               04/01/2001        0

 510111800         7.625            295000                294786.48                295000            04/01/2001
 PORT HURON                         02/16/2001            360                      Primary           Refinance
                                                                                   Residence
                   480600000        Standard              N                        36982             79.7297
                                    2088                  03/01/2031               04/01/2001        0

 510111909         7.75
 NORWELL                            350000                350000                   350000            05/01/2001
                                    03/30/2001            360                      Primary           Purchase
                   020610000        Standard              N                        36982             74.4681

                                    2507.45               04/01/2031               04/01/2001        0

 510115306         7.625            183750                183617                   183750            04/01/2001
 NEW MILFORD                        02/21/2001            360                      Primary           Purchase
                   076460000        Stated Income         N                        36982             75

                                    1300.58               03/01/2031               04/01/2001        0

 510120306         7.875            150000                149896.77                149896.77         04/01/2001
 NORTH SALEM
                   105600000        02/28/2001            360                      Primary           Purchase
                                    Stated Income         N                        36982             50.1672
                                    1087.61               03/01/2031               04/01/2001        0

 510153802         7.75             424700                424400.24                424700            04/01/2001

 WINCHESTER        MA               02/12/2001            360                      Primary           Refinance
                   018900000        Standard              N                        36982             49.9647
                                    3042.61               03/01/2031               04/01/2001        0

 510154602         7.75
                                    316800                316576.4                 316800            04/01/2001
 ELIOT             ME               02/07/2001            360                      Primary           Refinance
                   039030000                                                       Residence
                                    Standard              N                        36982             80
                                    2269.6                03/01/2031               04/01/2001        0

 510160708         7.875            550000                549621.49                550000            04/01/2001
 MIAMI                              02/14/2001            360                      Primary           Purchase
                                                                                   Residence
                   331330000        Standard              N                        36982             79.8258
                                    3987.89               03/01/2031               04/01/2001        0

 510180805         7.375
 RYDAL                              432000                432000                   432000            05/01/2001
                                    03/20/2001            360                      Primary           Refinance
                   190460000        Standard              N                        36982             79.2661

                                    2983.72               04/01/2031               04/01/2001        0

 510191000         7.625            495000                494641.73                495000            04/01/2001
 PLEASANT RIDGE                     03/02/2001            360                      Primary           Refinance
                   480690000        Standard              N                        36982             79.2

                                    3503.58               03/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 510193907         7.375            302195                301965.05                302195            04/01/2001

 BELLEVUE          WA               03/12/2001            360                      Primary           Refinance
                   980080000        Streamline            N                        36982             75.5488
                                    2087.19               03/01/2031               04/01/2001        0

 510211204         7.75
                                    309300                308773.17                308773.17         03/01/2001
 ROCHESTER         MI               02/05/2001            360                      Primary           Refinance
                   483064821                                                       Residence
                                    Standard              N                        36982             77.325
                                    2215.87               02/01/2031               04/01/2001        0

 510224009         7.75             378000                377733.21                378000            04/01/2001
 LEXINGTON                          02/16/2001            360                      Primary           Purchase
                                                                                   Residence
                   024210000        Standard              N                        36982             90
                                    2708.04               03/01/2031               04/01/2001        0

 510235807         7.5
 LAKE PLACID                        400000                400000                   400000            05/01/2001
                                    03/23/2001            360                      Primary           Purchase
                   129460000        Standard              N                        36982             67.2269

                                    2796.86               04/01/2031               04/01/2001        0

 510244502         7.625            437850                437533.09                437850            04/01/2001
 HUNTINGTON BEACH                   02/09/2001            360                      Primary           Refinance
                   926480000        Standard              N                        36982             64.8667

                                    3099.08               03/01/2031               04/01/2001        0

 510260706         7.75             468750                468419.15                468419.15         04/01/2001
 PALM BEACH
 GARDENS           334180000        02/23/2001            360                      Second Home       Refinance
                                    Select                N                        36982             75
                                    3358.19               03/01/2031               04/01/2001        0

 510304603         7.625            648000                647530.99                648000            04/01/2001

 CASTLE PINES      CO               02/26/2001            360                      Primary           Purchase
                   801040000        Select                N                        36982             80
                                    4586.51               03/01/2031               04/01/2001        0

 510320708         7.875
                                    364800                364548.94                364548.94         04/01/2001
 GROSSE ILE        MI               02/19/2001            360                      Primary           Purchase
                   481380000                                                       Residence
                                    Standard              N                        36982             95
                                    2645.06               03/01/2031               04/01/2001        0

 510326507         7.5              597000                597000                   597000            05/01/2001
 BOXBOROUGH                         03/21/2001            360                      Primary           Refinance
                                                                                   Residence
                   017190000        Select                N                        36982             76.5385
                                    4174.32               04/01/2031               04/01/2001        0

 510340409         7.375
 SANTA ROSA                         355000                354156.24                354429.87         03/01/2001
                                    02/09/2001            360                      Primary           Refinance
                   954010000        Standard              N                        36951             59.6639

                                    2451.9                02/01/2031               04/01/2001        0

 510345101         7.625            330400                330160.86                330400            04/01/2001
 SHELBY TOWNSHIP                    02/23/2001            360                      Primary           Refinance
                   483160000        Standard              N                        36982             79.6145

                                    2338.56               03/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 510358807         7.75             380000                379731.8                 379409.08         04/01/2001

 ASHLAND           MA               03/05/2001            360                      Primary           Purchase
                   017210000        Standard              N                        36982             80
                                    2722.37               03/01/2031               04/01/2001        0

 510362908         7.5
                                    397250                396955.17                397250            04/01/2001
 NEWFIELDS         NH               03/13/2001            360                      Primary           Refinance
                   038560000                                                       Residence
                                    Standard              N                        36982             79.45
                                    2777.63               03/01/2031               04/01/2001        0

 510379605         7.5              332000                331753.6                 332000            04/01/2001
 LOS ANGELES                        02/23/2001            360                      Primary           Refinance
                                                                                   Residence
                   900660000        Standard              N                        36982             79.0476
                                    2321.4                03/01/2031               04/01/2001        0

 510380405         7.625
 BIG SKY                            380000                379724.96                380000            04/01/2001
                                    02/22/2000            360                      Second Home       Purchase
                   597160000        Standard              N                        36982             80

                                    2689.62               03/01/2031               04/01/2001        0

 510399603         7.5              521700                521312.82                521700            04/01/2001
 NEWTOWN                            02/22/2001            360                      Primary           Refinance
                   189400000        Standard              N                        36982             75.9389

                                    3647.81               03/01/2031               04/01/2001        0

 510401805         7.625            360000                360000                   360000            05/01/2001
 NORTH HAMPTON
                   038620000        03/23/2001            360                      Primary           Refinance
                                    Standard              N                        36982             80
                                    2548.06               04/01/2031               04/01/2001        0

 510407109         7.75             324000                324000                   324000            05/01/2001

 GLOUSTER          MA               03/15/2001            360                      Second Home       Refinance
                   019300000        Select                N                        36982             48.5757
                                    2321.18               04/01/2031               04/01/2001        0

 510409303         7.375
                                    361500                361500                   361500            05/01/2001
 BOZEMAN           MT               03/08/2001            360                      Primary           Refinance
                   597150000                                                       Residence
                                    Standard              N                        36982             78.587
                                    2496.8                04/01/2031               04/01/2001        0

 510423007         7.75             312000                311779.79                312000            04/01/2001
 STONEHAM                           03/01/2001            360                      Primary           Purchase
                                                                                   Residence
                   021800000        Standard              N                        36982             80
                                    2235.21               03/01/2031               04/01/2001        0

 510431802         8.5
 ANTIOCH                            283500                283328.25                283500            04/01/2001
                                    02/21/2001            360                      Primary           Refinance
                   945090000        Standard              N                        36951             90

                                    2179.87               03/01/2031               04/01/2001        0

 510439805         7.375            304950                304484.48                304717.95         03/01/2001
 CHARLOTTESVILLE                    01/31/2001            360                      Primary           Purchase
                   229110000        Standard              N                        36951             79.9886

                                    2106.22               02/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 510456502         7.625            340000                339222.15                339753.92         03/01/2001

 GLEN ALLEN        VA               01/31/2001            360                      Primary           Refinance
                   230595377        Streamline            N                        36982             80
                                    2406.5                02/01/2031               04/01/2001        0

 510465503         7.625
                                    375000                374728.58                375000            04/01/2001
 TAMPA             FL               02/15/2001            360                      Primary           Refinance
                   336064039                                                       Residence
                                    Standard              N                        36982             64.6552
                                    2654.23               03/01/2031               04/01/2001        0

 510502701         7.625            400000                399710.49                400000            04/01/2001
 LIVERMORE                          02/27/2001            360                      Primary           Refinance
                                                                                   Residence
                   945500000        Standard              N                        36982             73.3945
                                    2831.18               03/01/2031               04/01/2001        0

 510503303         7.5
 THOUSAND OAKS                      400000                400000                   400000            05/01/2001
                                    03/12/2001            360                      Primary           Refinance
                   913200000        Standard              N                        36982             80

                                    2796.86               04/01/2031               04/01/2001        0

 510512205         7.625            319200                318585                   319200            04/01/2001
 GOLDEN                             02/23/2001            360                      Primary           Purchase
                   804010000        Standard              N                        36982             79.595

                                    2259.28               03/01/2031               04/01/2001        0

 510517402         7.75             351000                350752.26                351000            04/01/2001
 WILTON MANORS
                   333340000        02/28/2001            360                      Second Home       Purchase
                                    Standard              N                        36982             90
                                    2514.61               03/01/2031               04/01/2001        0

 510521008         7.125            76500                 76438.82                 76438.82          04/01/2001

 PAROWAN           UT               02/16/2001            360                      Primary           Refinance
                   847610000        Stated Income         N                        36982             75
                                    515.4                 03/01/2031               04/01/2001        0

 510564107         7.125
                                    364000                364000                   364000            05/01/2001
 FRAMINGHAM        MA               03/12/2001            360                      Primary           Purchase
                   017010000                                                       Residence
                                    VIP Relocation        N                        36982             80
                                    2452.34               04/01/2031               04/01/2001        0

 510579808         7.625            448000                447675.75                448000            04/01/2001
 CORTE MADERA                       02/09/2001            360                      Primary           Purchase
                                                                                   Residence
                   949250000        Standard              N                        36951             80
                                    3170.92               03/01/2031               04/01/2001        0

 510580905         7.75
 SAN JOSE                           315000                314777.67                315000            04/01/2001
                                    02/24/2001            360                      Primary           Refinance
                   951380000        Standard              N                        36951             72.2477

                                    2256.7                03/01/2031               04/01/2001        0

 510584808         7.625            336000                335756.81                336000            04/01/2001
 MIDDLETOWN                         02/22/2001            360                      Primary           Refinance
                   077480000        Streamline            N                        36982             79.0588

                                    2378.19               03/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 510586100         7.375            649900                649405.48                649405.48         04/01/2001

 AUSTIN            TX               02/07/2001            360                      Primary           Purchase
                   787330000        Standard              N                        36982             55.31
                                    4488.7                03/01/2031               04/01/2001        0

 510607401         7.5
                                    600000                599554.71                600000            04/01/2001
 AUSTIN            TX               02/20/2001            360                      Primary           Refinance
                   787350000                                                       Residence
                                    Standard              N                        36951             30
                                    4195.29               03/01/2031               04/01/2001        0

 510625007         7.5              349250                348962.65                349250            04/01/2001
 SALINAS                            02/27/2001            360                      Primary           Refinance
                                                                                   Residence
                   939070000        Standard              N                        36982             72.7604
                                    2442.01               03/01/2031               04/01/2001        0

 510636301         7.5
 DRIPPING SPRINGS                   450000                449312.5                 450000            04/01/2001
                                    02/07/2001            360                      Primary           Refinance
                   786200000        Standard              N                        36982             71.4286

                                    3146.47               03/01/2031               04/01/2001        0

 510653504         7.5              360000                359732.82                360000            04/01/2001
 GLADWYNE                           02/21/2001            360                      Primary           Refinance
                   190350000        Standard              N                        36951             77.4194

                                    2517.18               03/01/2031               04/01/2001        0

 510658008         7.875            438400                438400                   438400            05/01/2001
 WARRENTON
                   201860000        03/05/2001            360                      Primary           Purchase
                                    Select                N                        36982             80
                                    3178.71               04/01/2031               04/01/2001        0

 510677008         6.875            361600                361600                   361600            05/01/2001

 ALEXANDRIA        VA               03/28/2001            360                      Primary           Purchase
                   223040000        Select                N                        36982             80
                                    2375.46               04/01/2031               04/01/2001        0

 510717507         7.875
                                    512000                511647.64                512000            04/01/2001
 NORWELL           MA               02/15/2001            360                      Primary           Refinance
                   020610000                                                       Residence
                                    Standard              N                        36982             69.9454
                                    3712.36               03/01/2031               04/01/2001        0

 510724503         7.125            375000                374700.11                375000            04/01/2001
 CHURCHVILLE                        02/16/2001            360                      Primary           Purchase
                                                                                   Residence
                   189660000        VIP Relocation        N                        36982             74.7906
                                    2526.45               03/01/2031               04/01/2001        0

 510747405         7.875
 HOCKESSIN                          326000                325775.65                326000            04/01/2001
                                    02/21/2001            360                      Primary           Refinance
                   197070000        Standard              N                        36982             78.5542

                                    2363.73               03/01/2031               04/01/2001        0

 510790306         6.75             450000                450000                   450000            05/01/2001
 ROCHESTER HILLS                    03/30/2001            360                      Primary           Purchase
                   483063671        Select                N                        36982             78.6713

                                    2918.7                04/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 510792302         8                342000                341770.52                342000            04/01/2001

 HOUSTON           TX               02/20/2001            360                      Primary           Purchase
                   770060000        Standard              N                        36982             90
                                    2509.48               03/01/2031               04/01/2001        0

 510792401         7.625
                                    331200                331200                   331200            05/01/2001
 DILLON            CO               03/02/2001            360                      Primary           Purchase
                   804350000                                                       Residence
                                    Standard              N                        36982             80
                                    2344.22               04/01/2031               04/01/2001        0

 510792500         8.75             382500                382500                   382500            05/01/2001
 MADISON                            03/12/2001            360                      Primary           Purchase
                                                                                   Residence
                   064430000        Standard              N                        36982             90
                                    3009.13               04/01/2031               04/01/2001        0

 510805401         7.875
 CALIFORNIA                         60750                 60708.19                 60708.19          04/01/2001
                                    02/20/2001            360                      Primary           Purchase
                   206190000        Stated Income         N                        36982             75

                                    440.48                03/01/2031               04/01/2001        0

 510837503         6.75             416000                416000                   416000            05/01/2001
 ROCHESTER HILLS                    03/12/2001            360                      Primary           Purchase
                   483063677        Select                N                        36982             80

                                    2698.17               04/01/2031               04/01/2001        0

 510839202         6.75             390000                390000                   390000            05/01/2001
 CARMEL
                   460338904        03/15/2001            360                      Primary           Purchase
                                    Relocation            N                        36982             58.209
                                    2529.54               04/01/2031               04/01/2001        0

 510849508         7.5              388600                388600                   388600            05/01/2001

 VIRGINIA BEACH    VA               03/05/2001            360                      Primary           Refinance
                   234540000        Standard              N                        36982             59.8767
                                    2717.15               04/01/2031               04/01/2001        0

 510858707         7.25
                                    405200                404883.9                 405200            04/01/2001
 PINCKNEY          MI               02/22/2001            360                      Second Home       Purchase
                   481690000
                                    Super Select          N                        36951             79.9998
                                    2764.18               03/01/2031               04/01/2001        0

 510898505         7.125            650000                649480.2                 650000            04/01/2001
 SAN ANTONIO                        02/08/2001            360                      Primary           Purchase
                                                                                   Residence
                   782300000        Standard              N                        36982             59.7529
                                    4379.18               03/01/2031               04/01/2001        0

 510906803         6.875
 GROSSE POINTE                      650000                650000                   650000            05/01/2001
 FARMS                              03/01/2001            360                      Primary           Purchase
                   482360000        Super Select          N                        36982             59.0909

                                    4270.04               04/01/2031               04/01/2001        0

 510931207         7.375            389750                389153.43                389750            04/01/2001
 LITTLETON                          02/19/2001            360                      Primary           Refinance
                   801280000        Standard              N                        36982             64.4215

                                    2691.91               03/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 510949407         7.375            321300                321300                   321300            05/01/2001

 FORESTVILLE       CA               03/23/2001            360                      Primary           Refinance
                   954369429        Standard              N                        36982             76.5
                                    2219.14               04/01/2031               04/01/2001        0

 510964307         7.375
                                    349000                348734.44                349000            04/01/2001
 RENO              NV               02/09/2001            360                      Primary           Purchase
                   895090000                                                       Residence
                                    Standard              N                        36982             63.5701
                                    2410.46               03/01/2031               04/01/2001        0

 510968704         7.5              650000                649517.6                 650000            04/01/2001
 TRUCKEE                            02/26/2001            360                      Primary           Refinance
                                                                                   Residence
                   961610000        Streamline            N                        36951             50.5837
                                    4544.9                03/01/2031               04/01/2001        0

 510970908         7.375
 UNION CITY                         348000                347735.2                 348000            04/01/2001
                                    02/15/2001            360                      Primary           Refinance
                   945870000        Standard              N                        36982             74.8387

                                    2403.55               03/01/2031               04/01/2001        0

 510991805         7.5              437500                437500                   437500            05/01/2001
 GLADWYNE                           03/26/2001            360                      Primary           Refinance
                   190350000        Standard              N                        36982             70

                                    3059.07               04/01/2031               04/01/2001        0

 511019408         7.5              420000                419688                   420000            04/01/2001
 ELIOT
                   039030000        02/21/2001            360                      Primary           Refinance
                                    Standard              N                        36982             56
                                    2936.71               03/01/2031               04/01/2001        0

 511082208         7.625            390650                390367.26                390650            04/01/2001

 BOZEMAN           MT               02/21/2001            360                      Primary           Refinance
                   597150000        Stated Income         N                        36982             51.1992
                                    2765                  03/01/2031               04/01/2001        0

 511117905         7.75
                                    468000                468000                   468000            05/01/2001
 MORRIS TOWNSHIP   NJ               03/15/2001            360                      Primary           Purchase
                   079600000                                                       Residence
                                    Standard              N                        36982             80
                                    3352.81               04/01/2031               04/01/2001        0

 511120602         7.5              540500                540098.87                540500            04/01/2001
 TORRANCE                           02/26/2001            360                      Primary           Refinance
                                                                                   Residence
                   905050000        Select                N                        36982             79.7256
                                    3779.26               03/01/2031               04/01/2001        0

 511126906         7.5
 ATLANTA                            432500                432179.02                432500            04/01/2001
                                    02/21/2001            360                      Primary           Refinance
                   303190000        Standard              N                        36982             79.3578

                                    3024.11               03/01/2031               04/01/2001        0

 511164907         7.25             432000                431662.99                432000            04/01/2001
 HOUSTON                            02/27/2001            360                      Primary           Purchase
                   770050000        Standard              N                        36982             80

                                    2947.01               03/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 511202301         7.375            332000                332000                   332000            05/01/2001

 NORTH WALES       PA               03/26/2001            360                      Primary           Purchase
                   194540000        Standard              N                        36982             80
                                    2293.05               04/01/2031               04/01/2001        0

 511236408         7.25
                                    396500                396500                   396500            05/01/2001
 FRANKLIN LAKES    NJ               03/27/2001            360                      Primary           Refinance
                   074171615                                                       Residence
                                    Standard              N                        36982             26.0855
                                    2704.83               04/01/2031               04/01/2001        0

 511245003         7.875            400000                400000                   400000            06/01/2001
 MARBLEHEAD                         04/03/2001            360                      Primary           Purchase
                                                                                   Residence
                   019450000        Standard              N                        37012             80
                                    2900.28               05/01/2031               04/01/2001        273.49

 511253809         7.625
 EL DORADO HILLS                    364800                364535.96                364800            04/01/2001
                                    02/26/2001            360                      Primary           Refinance
                   957620000        Standard              N                        36982             76

                                    2582.04               03/01/2031               04/01/2001        0

 511261901         7.375            306000                306000                   306000            05/01/2001
 MATTHEWS                           03/15/2001            360                      Primary           Purchase
                   281050000        Standard              N                        36982             90

                                    2113.47               04/01/2031               04/01/2001        0

 511276404         7.625            500000                500000                   500000            05/01/2001
 STRATTON MT
                   051550000        03/09/2001            360                      Second Home       Purchase
                                    Stated Income         N                        36982             57.6928
                                    3538.97               04/01/2031               04/01/2001        0

 511277105         7.375            360000                359801.22                360000            05/01/2001

 CONWAY            SC               03/15/2001            360                      Primary           Refinance
                   295260000        Select                N                        37012             80
                                    2486.44               04/01/2031               04/01/2001        198.78

 511295305         7.5
                                    423500                423500                   423500            05/01/2001
 NORFOLK           MA               03/13/2001            360                      Primary           Refinance
                   020560000                                                       Residence
                                    Standard              N                        36982             70
                                    2961.18               04/01/2031               04/01/2001        0

 511303000         7.625            234000                233786.87                233737.99         04/01/2001
 SHAFTSBURY                         02/26/2001            360                      Primary           Refinance
                                                                                   Residence
                   052620000        Stated Income         N                        36982             65
                                    1656.24               03/01/2031               04/01/2001        0

 511306409         7.375
 SAN JOSE                           415250                415250                   415250            05/01/2001
                                    03/15/2001            360                      Primary           Refinance
                   951240000        Standard              N                        36982             78.3491

                                    2868.03               04/01/2031               04/01/2001        0

 511319204         7.375            385750                385750                   385750            05/01/2001
 OAKLAND                            03/06/2001            360                      Primary           Refinance
                   946020000        Standard              N                        36982             74.1827

                                    2664.28               04/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 511325201         7.875            86250                 86190.64                 86250             04/01/2001

 FAYSTON           VT               02/23/2001            360                      Primary           Purchase
                   056730000        Stated Income         N                        36982             75
                                    625.38                03/01/2031               04/01/2001        0

 511368003         7.875
                                    300000                299585.73                300000            04/01/2001
 CORAL SPRINGS     FL               02/28/2001            360                      Primary           Purchase
                   330710000                                                       Residence
                                    Standard              N                        37012             80
                                    2175.21               03/01/2031               04/01/2001        0

 511372401         7.75             448550                448233.42                448550            04/01/2001
 YARDLEY                            02/28/2001            360                      Primary           Refinance
                                                                                   Residence
                   190670000        Streamline            N                        36951             78.1446
                                    3213.47               03/01/2031               04/01/2001        0

 511382004         7.75
 OCEAN CITY                         375000                375000                   375000            05/01/2001
                                    03/14/2001            360                      Second Home       Refinance
                   082260000        Streamline            N                        36982             77.3196

                                    2686.55               04/01/2031               04/01/2001        0

 511383606         7.625            380000                380000                   380000            05/01/2001
 DEERFIELD BEACH                    03/02/2001            360                      Primary           Purchase
                   334410000        Standard              N                        36982             80

                                    2689.62               04/01/2031               04/01/2001        0

 511392409         7                332000                332000                   332000            05/01/2001
 WAYNE
                   190870000        03/28/2001            360                      Primary           Refinance
                                    Standard              N                        36982             78.673
                                    2208.81               04/01/2031               04/01/2001        0

 511404501         7.75             320000                319774.15                319774.15         04/01/2001

 FRASER            CO               02/16/2001            360                      Second Home       Refinance
                   804420000        Streamline            N                        36982             80
                                    2292.52               03/01/2031               04/01/2001        0

 511499709         7.625
                                    432800                432800                   432800            05/01/2001
 MOUNT SINAI       NY               03/09/2001            360                      Primary           Purchase
                   117660000                                                       Residence
                                    Standard              N                        36982             80
                                    3063.34               04/01/2031               04/01/2001        0

 511499808         7.375            338000                338000                   338000            05/01/2001
 FLANDERS                           03/19/2001            360                      Primary           Refinance
                                                                                   Residence
                   078369042        Standard              N                        36982             78.2407
                                    2334.49               04/01/2031               04/01/2001        0

 511523805         7.875
 PLYMOUTH                           462150                462150                   462150            05/01/2001
                                    03/23/2001            360                      Primary           Refinance
                   481700000        Select                N                        36982             64.6364

                                    3350.91               04/01/2031               04/01/2001        0

 511528101         7.25             389900                389900                   389900            05/01/2001
 ALPHARETTA                         03/15/2001            360                      Primary           Purchase
                   300040000        Standard              N                        36982             79.9959

                                    2659.81               04/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 511532905         7.5              297350                297350                   297350            05/01/2001

 GLOUCESTER        MA               03/22/2001            360                      Primary           Purchase
                   019300000        Standard              N                        36982             95
                                    2079.12               04/01/2031               04/01/2001        0

 511604902         7.75
                                    380000                379731.8                 380000            04/01/2001
 MOULTONBORO       NH               03/20/2001            360                      Second Home       Refinance
                   032540000
                                    Streamline            N                        36982             80
                                    2722.37               03/01/2031               04/01/2001        0

 511608200         8.5              83650                 83599.32                 83650             04/01/2001
 HINGHAM                            02/23/2001            360                      Primary           Refinance
                                                                                   Residence
                   020430000        Stated Income         N                        36951             24.7485
                                    643.2                 03/01/2031               04/01/2001        0

 511618001         7.625
 PLAINVIEW                          352800                352800                   352800            05/01/2001
                                    03/16/2001            360                      Primary           Purchase
                   118030000        Standard              N                        36982             80

                                    2497.1                04/01/2031               04/01/2001        0

 511628901         7.75             320000                320000                   320000            05/01/2001
 SAN JOSE                           03/26/2001            360                      Primary           Refinance
                   951110000        Standard              N                        36982             73.0594

                                    2292.52               04/01/2031               04/01/2001        0

 511645202         7.25             387400                387400                   387400            05/01/2001
 SANTA CLARA
                   950540000        03/19/2001            360                      Primary           Refinance
                                    Standard              N                        36982             68.2042
                                    2642.76               04/01/2031               04/01/2001        0

 511665200         7.25             446000                446000                   446000            05/01/2001

 NEWBERG           OR               03/12/2001            360                      Primary           Purchase
                   971320000        Select                N                        36982             80
                                    3042.51               04/01/2031               04/01/2001        0

 511684706         7.875
                                    485900                485900                   485900            05/01/2001
 LAKE ARROWHEAD    CA               03/21/2001            360                      Second Home       Refinance
                   923520000
                                    Streamline            N                        36982             74.7538
                                    3523.12               04/01/2031               04/01/2001        0

 511686909         7.875            470000                470000                   470000            05/01/2001
 MISSION VIEJO                      03/19/2001            360                      Primary           Refinance
                                                                                   Residence
                   926920000        Standard              N                        36982             69.6296
                                    3407.83               04/01/2031               04/01/2001        0

 511692303         7.375
 CARLSBAD                           515750                515750                   515750            05/01/2001
                                    03/27/2001            360                      Primary           Refinance
                   920090000        Standard              N                        36982             69.6959

                                    3562.16               04/01/2031               04/01/2001        0

 511708802         8                315900                315688.03                315900            04/01/2001
 GRAYSLAKE                          03/08/2001            360                      Primary           Refinance
                   600300000        Streamline            N                        36982             78.975

                                    2317.97               03/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 511723900         7.25             400000                400000                   400000            05/01/2001

 SHREWSBURY        MA               03/15/2001            360                      Primary           Refinance
                   015450000        Standard              N                        36982             59.7015
                                    2728.71               04/01/2031               04/01/2001        0

 511756801         7.375
                                    369500                369500                   369500            05/01/2001
 NORFOLK           MA               03/15/2001            360                      Primary           Purchase
                   020560000                                                       Residence
                                    Standard              N                        36982             79.9957
                                    2552.05               04/01/2031               04/01/2001        0

 511783003         7.875            400000                400000                   400000            05/01/2001
 LASKE WORTH                        03/20/2001            360                      Second Home       Purchase

                   334670000        Standard              N                        36982             80
                                    2900.28               04/01/2031               04/01/2001        0

 511876708         7.375
 SAN JOSE                           380000                380000                   380000            05/01/2001
                                    03/30/2001            360                      Primary           Refinance
                   951250000        Standard              N                        36982             77.551

                                    2624.57               04/01/2031               04/01/2001        0

 511934101         7.5              317500                317500                   317500            05/01/2001
 DECATUR                            03/01/2001            360                      Primary           Refinance
                   300330000        Standard              N                        36982             79.375

                                    2220.01               04/01/2031               04/01/2001        0

 511941205         7.125            450000                449784.84                448932.75         05/01/2001
 VIENNA
                   221800000        03/19/2001            240                      Primary           Purchase
                                    Standard              N                        37012             60.008
                                    3522.69               04/01/2021               04/01/2001        215.16

 511959603         7.125            324000                324000                   324000            05/01/2001

 ENGLEWOOD         CO               03/20/2001            360                      Primary           Purchase
                   801110000        Standard              N                        36982             80
                                    2182.85               04/01/2031               04/01/2001        0

 511983207         7.125
                                    312000                312000                   312000            05/01/2001
 CANTON            MI               03/30/2001            360                      Primary           Purchase
                   481880000                                                       Residence
                                    Select                N                        36982             80
                                    2102.01               04/01/2031               04/01/2001        0

 512014309         7.75             298100                298100                   298100            05/01/2001
 FOXBORO                            03/06/2001            360                      Primary           Refinance
                                                                                   Residence
                   020350000        Standard              N                        36982             60.2222
                                    2135.63               04/01/2031               04/01/2001        0

 512023102         7.25
 HOUSTON                            452400                452400                   452400            05/01/2001
                                    03/15/2001            360                      Primary           Purchase
                   770820000        Standard              N                        36982             79.9993

                                    3086.17               04/01/2031               04/01/2001        0

 512113606         7.5              326000                326000                   326000            05/01/2001
 REDMOND                            03/26/2001            360                      Primary           Refinance
                   980520000        Standard              N                        36982             75.814

                                    2279.44               04/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 512130006         7.5              340000                340000                   340000            05/01/2001

 LOS ANGELES       CA               03/26/2001            360                      Primary           Refinance
                   900643533        Select                N                        36982             56.1056
                                    2377.33               04/01/2031               04/01/2001        0

 512165705         7.875
                                    360000                360000                   360000            05/01/2001
 SOUTHAMPTON       NJ               03/16/2001            240                      Primary           Refinance
                   080889057                                                       Residence
                                    Standard              N                        36982             80
                                    2983.24               04/01/2021               04/01/2001        0

 512183104         7.25             382500                382500                   382500            05/01/2001
 PARKER                             03/30/2001            360                      Primary           Purchase
                                                                                   Residence
                   801380000        Standard              N                        36982             75
                                    2609.33               04/01/2031               04/01/2001        0

 512238700         7.5
 WAYLAND                            336000                336000                   336000            05/01/2001
                                    03/28/2001            360                      Primary           Refinance
                   493480000        Standard              N                        36982             80

                                    2349.37               04/01/2031               04/01/2001        0

 512256306         7.625            478500                478500                   478500            05/01/2001
 AUSTIN                             03/08/2001            360                      Primary           Refinance
                   787460000        Streamline            N                        36982             79.75

                                    3386.8                04/01/2031               04/01/2001        0

 512354309         7.625            367400                367134.08                367400            04/01/2001
 AUSTIN
                   787300000        03/08/2001            360                      Primary           Refinance
                                    Streamline            N                        36951             79.8696
                                    2600.44               03/01/2031               04/01/2001        0

 512366006         7.75             428000                428000                   428000            05/01/2001

 EDMOND            OK               03/30/2001            360                      Primary           Purchase
                   730130000        Standard              N                        36982             80
                                    3066.25               04/01/2031               04/01/2001        0

 512384405         7.875
                                    319000                319000                   319000            05/01/2001
 BEVERLY           MA               03/30/2001            360                      Primary           Refinance
                   019150000                                                       Residence
                                    Standard              N                        36982             58
                                    2312.98               04/01/2031               04/01/2001        0

 512412008         7.25             443950                443950                   443950            05/01/2001
 BOULDER                            03/23/2001            360                      Primary           Refinance
                                                                                   Residence
                   803020000        Standard              N                        36982             47.2287
                                    3028.53               04/01/2031               04/01/2001        0

 512451204         7.25
 WALL                               365000                365000                   365000            06/01/2001
                                    04/02/2001            360                      Primary           Purchase
                   087360000        Standard              N                        37012             78.4946

                                    2489.95               05/01/2031               04/01/2001        283.03

 512457003         7.75             354400                354400                   354400            05/01/2001
 LOUDON                             03/15/2001            360                      Second Home       Purchase
                   377740000        Standard              N                        36982             80

                                    2538.97               04/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 512461807         7.625            607000                607000                   607000            05/01/2001

 OTTSVILLE         PA               03/27/2001            360                      Second Home       Refinance
                   189420000        Standard              N                        36982             76.84
                                    4296.31               04/01/2031               04/01/2001        0

 512514308         7.125
                                    288000                288000                   288000            05/01/2001
 SOUTH PADRE       TX               03/19/2001            360                      Primary           Purchase
 ISLAND            785970000                                                       Residence
                                    Standard              N                        36982             80
                                    1940.31               04/01/2031               04/01/2001        0

 512535808         7.125            300000                300000                   300000            05/01/2001
 FORT WALTON                        03/26/2001            360                      Second Home       Purchase
 BEACH
                   325470000        Standard              N                        36982             80
                                    2021.16               04/01/2031               04/01/2001        0

 512644501         7.625
 AUSTIN                             515000                515000                   515000            05/01/2001
                                    03/20/2001            360                      Primary           Refinance
                   787030000        Streamline            N                        36982             58.1921

                                    3645.14               04/01/2031               04/01/2001        0

 512656208         7.375            327700                327700                   327700            05/01/2001
 MILTON                             03/23/2001            360                      Primary           Refinance
                   325830000        Standard              N                        36982             88.5676

                                    2263.35               04/01/2031               04/01/2001        0

 512765405         7.625            364500                364500                   364500            05/01/2001
 PORTSMOUTH
                   038010000        03/29/2001            360                      Primary           Purchase
                                    Standard              N                        36982             90
                                    2579.91               04/01/2031               04/01/2001        0

 512814906         7.125            412250                412250                   412250            05/01/2001

 COLORADO SPRINGS  CO               03/30/2001            360                      Primary           Purchase
                   809190000        Standard              N                        36982             85
                                    2777.41               04/01/2031               04/01/2001        0

 512839408         7.5
                                    463750                463750                   463750            05/01/2001
 JACKSONVILLE      FL               03/26/2001            240                      Primary           Refinance
                   322560000                                                       Residence
                                    Select                N                        36982             61.8333
                                    3735.94               04/01/2021               04/01/2001        0

 512873308         7.5              324000                324000                   324000            05/01/2001
 EAST BRUNSWICK                     03/23/2001            360                      Primary           Refinance
                                                                                   Residence
                   088160000        Standard              N                        36982             75.3488
                                    2265.46               04/01/2031               04/01/2001        0

 512998402         7
 AUSTIN                             400000                400000                   400000            05/01/2001
                                    03/29/2001            360                      Primary           Purchase
                   787460000        Standard              N                        36982             46.4826

                                    2661.21               04/01/2031               04/01/2001        0

 513062802         7.75             352000                352000                   352000            05/01/2001
 PLAINSBORO                         03/28/2001            360                      Primary           Purchase
                   085360000        Standard              N                        36982             78.814

                                    2521.78               04/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 513066704         7.125            334400                334400                   334400            05/01/2001

 FAIR OAKS RANCH   TX               03/30/2001            360                      Primary           Refinance
                   780150000        Select                N                        36982             80
                                    2252.92               04/01/2031               04/01/2001        0

 513087205         7.125
                                    332000                332000                   332000            05/01/2001
 OLD BRIDGE TWP    NJ               03/30/2001            360                      Primary           Purchase
                   077476831                                                       Residence
                                    VIP Relocation        N                        36982             80
                                    2236.75               04/01/2031               04/01/2001        0

 513355107         6.875            356000                356000                   356000            05/01/2001
 ORION TOWNSHIP                     03/29/2001            360                      Primary           Purchase
                                                                                   Residence
                   483590000        Select                N                        36982             80
                                    2338.67               04/01/2031               04/01/2001        0

 600047190         7.625
 IRMO                               376000                375727.87                375727.87         04/01/2001
                                    02/12/2001            360                      Primary           Refinance
                   290630000        Streamline            N                        36982             80

                                    2661.3                03/01/2031               04/01/2001        0

 600048745         7.5              896000                895335.03                896000            04/01/2001
 GLENCOE                            02/15/2001            360                      Primary           Purchase
                   600220000        Standard              N                        36982             70

                                    6264.97               03/01/2031               04/01/2001        0

 600053447         8                350000                349528.74                349765.15         03/01/2001
 SEA ISLE CITY
                   082430000        01/19/2001            360                      Second Home       Purchase
                                    Standard              N                        36982             71.4286
                                    2568.18               02/01/2031               04/01/2001        0

 600053826         7.875            358000                357505.64                357753.63         03/01/2001

 ELIZABETH         CO               01/22/2001            360                      Primary           Purchase
                   801070000        Standard              N                        36951             79.9107
                                    2595.75               02/01/2031               04/01/2001        0

 600055826         7.75
                                    486600                485910.91                486256.56         03/01/2001
 AURORA            IL               01/29/2001            360                      Primary           Purchase
                   605040000                                                       Residence
                                    Standard              N                        36951             79.7705
                                    3486.06               02/01/2031               04/01/2001        0

 600055925         7.5              309375                309375                   309375            05/01/2001
 CHAPIN                             03/14/2001            360                      Primary           Refinance
                                                                                   Residence
                   290360000        Stated Income         N                        36982             75
                                    2163.19               04/01/2031               04/01/2001        0

 600056474         8.25
 WESTFIELD                          480000                398317.64                398577.58         01/01/2001
                                    11/30/2000            360                      Primary           Purchase
                   070900000        Standard              N                        36951             80

                                    3000.16               12/01/2030               04/01/2001        0

 600058193         8.25             443000                442146.71                442146.71         02/01/2001
 WESTON                             12/20/2000            360                      Primary           Refinance
                   024930000        Standard              N                        36982             79.1071

                                    3328.11               01/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 600058363         7.875            650000                649102.42                649102.42         03/01/2001

 BOSTON            MA               01/31/2001            360                      Primary           Purchase
                   021140000        Standard              N                        36982             78.5973
                                    4712.95               02/01/2031               04/01/2001        0

 600058638         7.75
                                    430000                429696.51                430000            04/01/2001
 HOWELL            NJ               02/22/2001            360                      Primary           Refinance
                   077320000                                                       Residence
                                    Standard              N                        36982             50.5882
                                    3080.57               03/01/2031               04/01/2001        0

 600059226         8.125            475900                474959.76                475275.29         02/01/2001
 PARK RIDGE                         12/29/2000            360                      Primary           Purchase
                                                                                   Residence
                   600680000        Standard              N                        36982             79.9966
                                    3533.54               01/01/2031               04/01/2001        0

 600059355         7.625
 MALVERN                            340000                339753.93                339753.93         04/01/2001
                                    02/23/2001            360                      Primary           Refinance
                   193550000        Standard              N                        36982             30.9091

                                    2406.49               03/01/2031               04/01/2001        0

 600060047         8.125            340000                339328.25                339553.68         02/01/2001
 ELIZABETH                          12/15/2000            360                      Primary           Purchase
                   801070000        Standard              N                        36951             55.2846

                                    2524.49               01/01/2031               04/01/2001        0

 600060256         8.125            376000                375257.12                375506.42         02/01/2001
 AVALON
                   082020000        12/29/2000            360                      Second Home       Purchase
                                    Standard              N                        36982             80
                                    2791.79               01/01/2031               04/01/2001        0

 600060301         8.5              372000                371319.12                371547.68         02/01/2001

 GLENVIEW          IL               12/27/2000            360                      Primary           Refinance
                   600250000        Standard              Y                        36982             67.6364
                                    2860.36               01/01/2031               04/01/2001        0

 600060852         8.25
                                    285000                284451.05                284635.29         02/01/2001
 WRENTHAM          MA               12/18/2000            360                      Primary           Refinance
                   020930000                                                       Residence
                                    Standard              N                        36982             79.1667
                                    2141.11               01/01/2031               04/01/2001        0

 600061356         7.625            399920                399630.56                399920            04/01/2001
 BLUE BELL                          02/23/2001            360                      Primary           Purchase
                                                                                   Residence
                   194220000        Standard              N                        36982             79.9995
                                    2830.6                03/01/2031               04/01/2001        0

 600061475         8
 LA JOLLA                           405000                404179.33                404454.71         02/01/2001
                                    12/18/2000            360                      Primary           Purchase
                   920370000        Standard              N                        36951             50

                                    2971.74               01/01/2031               04/01/2001        0

 600061508         7.75             360000                359490.27                359745.91         03/01/2001
 LAKE FOREST                        01/09/2001            360                      Primary           Refinance
                   600450000        Standard              N                        36951             72

                                    2579                  02/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 600061947         7.625            380000                377743.69                379015.62         04/01/2001

 FRANKLIN LAKES    NJ               02/09/2001            360                      Primary           Purchase
                   074170000        Standard              N                        36982             69.7248
                                    2689.62               03/01/2031               04/01/2001        0

 600062750         8.25
                                    415000                414468.94                414735.38         03/01/2001
 RAMSEY            NJ               01/24/2001            360                      Primary           Refinance
                   074460000                                                       Residence
                                    Standard              N                        36951             71.6753
                                    3117.75               02/01/2031               04/01/2001        0

 600062874         8.25             360000                359539.3                 359770.44         03/01/2001
 FAIR OAKS RANCH                    12/18/2000            360                      Primary           Purchase
                                                                                   Residence
                   913510000        Standard              N                        36982             80
                                    2704.56               02/01/2031               04/01/2001        0

 600064046         7.75
 UPPER HOLLAND                      300000                298927.54                299575.15         02/01/2001
                                    12/29/2000            360                      Primary           Purchase
                   190530000        Standard              N                        36982             58.5917

                                    2149.24               01/01/2031               04/01/2001        0

 600064242         7.375            400000                399395.63                400000            04/01/2001
 LAS FLORES                         02/09/2001            360                      Primary           Refinance
                   926880000        Standard              N                        36982             74.7664

                                    2762.7                03/01/2031               04/01/2001        0

 600064371         8                210000                209717.26                209859.1          03/01/2001
 STONEHAM
                   021800000        01/31/2001            360                      Primary           Purchase
                                    Stated Income         N                        36982             73.6842
                                    1540.9                02/01/2031               04/01/2001        0

 600064638         7.875            332000                332000                   332000            05/01/2001

 LAMBERTVILLE      NJ               03/16/2001            360                      Primary           Refinance
                   085300000        Standard              N                        36982             78.1176
                                    2407.24               04/01/2031               04/01/2001        0

 600064725         7.875
                                    535000                535000                   535000            05/01/2001
 HOHOKUS           NJ               02/26/2001            360                      Primary           Refinance
                   074230000                                                       Residence
                                    Standard              N                        36982             57.8378
                                    3879.12               04/01/2031               04/01/2001        0

 600064911         7.75             472000                471331.59                471666.87         03/01/2001
 NORTH ANDOVER                      01/26/2001            360                      Primary           Refinance
                                                                                   Residence
                   018450000        Standard              N                        36982             76.748
                                    3381.46               02/01/2031               04/01/2001        0

 600065152         8
 NATICK                             338550                338322.85                338550            04/01/2001
                                    02/12/2001            360                      Primary           Refinance
                   017600000        Standard              N                        36982             76.9432

                                    2484.15               03/01/2031               04/01/2001        0

 600065491         7.75             402300                401730.3                 402016.07         03/01/2001
 CHICAGO                            01/30/2001            360                      Primary           Refinance
                   606260000        Standard              N                        36982             75.9057

                                    2882.12               02/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 600065633         7.75             307000                306555.24                306783.33         03/01/2001

 STOW              MA               01/26/2001            360                      Primary           Refinance
                   017750000        Standard              N                        36982             78.9203
                                    2199.38               02/01/2031               04/01/2001        0

 600065701         7.625
                                    339000                338754.64                339000            04/01/2001
 BLYTHEWOOD        SC               02/21/2001            360                      Primary           Refinance
                   290160000                                                       Residence
                                    Streamline            N                        36951             89.9204
                                    2399.42               03/01/2031               04/01/2001        0

 600065833         7.5              327600                327156.88                327600            04/01/2001
 SUGAR GROVE                        01/29/2001            360                      Primary           Refinance
                                                                                   Residence
                   605540000        Standard              N                        36982             76.1861
                                    2290.62               03/01/2031               04/01/2001        0

 600065925         8.125
 RANDOLPH                           500000                499343.66                499672.94         03/01/2001
                                    01/31/2001            360                      Primary           Refinance
                   078690000        Stated Income         N                        36951             57.1429

                                    3712.48               02/01/2031               04/01/2001        0

 600066102         7.625            350000                349746.69                349746.69         04/01/2001
 MATAWAN                            02/16/2001            360                      Primary           Purchase
                   077470000        Standard              N                        36982             70.1403

                                    2477.27               03/01/2031               04/01/2001        0

 600066272         7.5              325000                324758.8                 325000            04/01/2001
 STOUGHTON
                   020720000        01/11/2001            360                      Primary           Refinance
                                    Standard              N                        36982             78.88
                                    2272.45               03/01/2031               04/01/2001        0

 600066346         8                328000                327558.37                327779.92         03/01/2001

 HUNTLEY           IL               01/24/2001            360                      Primary           Refinance
                   601420000        Standard              N                        36982             80
                                    2406.75               02/01/2031               04/01/2001        0

 600066421         7.25
                                    329750                328965.2                 329358.78         03/01/2001
 COLLEGEVILLE      PA               01/31/2001            300                      Primary           Refinance
                   194260000                                                       Residence
                                    Standard              N                        36982             85.6494
                                    2383.46               02/01/2026               04/01/2001        0

 600066437         8.375            308000                307808.56                308000            04/01/2001
 RIVER EDGE                         02/26/2001            360                      Primary           Purchase
                                                                                   Residence
                   077610000        Standard              N                        36982             80
                                    2341.02               03/01/2031               04/01/2001        0

 600066439         7.875
 WARREN                             500000                499655.91                499655.91         04/01/2001
                                    02/21/2001            360                      Primary           Refinance
                   070590000        Standard              N                        36982             35.7143

                                    3625.34               03/01/2031               04/01/2001        0

 600066440         7.875            495000                494659.35                495000            04/01/2001
 OLD TAPPAN                         02/23/2001            360                      Primary           Refinance
                   076750000        Standard              N                        36982             66.443

                                    3589.09               03/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 600066441         7.75             500000                500000                   500000            05/01/2001

 WARREN            NJ               03/14/2001            360                      Primary           Refinance
                   070590000        Standard              N                        36982             72.9927
                                    3582.06               04/01/2031               04/01/2001        0

 600066447         7.875
                                    291400                291199.46                291400            04/01/2001
 BASKING RIDGE     NJ               02/16/2001            360                      Primary           Refinance
                   079200000                                                       Residence
                                    Standard              N                        36982             76.2827
                                    2112.85               03/01/2031               04/01/2001        0

 600066537         7.875            375000                374741.93                375000            04/01/2001
 FRANKTOWN                          01/31/2001            360                      Primary           Refinance
                                                                                   Residence
                   801160000        Standard              N                        36982             73.5294
                                    2719.01               03/01/2031               04/01/2001        0

 600066647         8
 CHICAGO                            494400                493734.31                494068.26         03/01/2001
                                    01/30/2001            360                      Primary           Purchase
                   606570000        Standard              N                        36982             74.9943

                                    3627.74               02/01/2031               04/01/2001        0

 600066704         8.25             374500                373929.02                373929.02         03/01/2001
 BRANT BEACH                        01/11/2001            360                      Second Home       Purchase
                   080080000        Standard              N                        36982             70

                                    2813.5                02/01/2031               04/01/2001        0

 600066744         7.375            380000                379419.92                379710.85         03/01/2001
 EASTON
                   023560000        01/31/2001            360                      Primary           Purchase
                                    Standard              N                        36982             79.1667
                                    2624.57               02/01/2031               04/01/2001        0

 600067007         7.75             320000                319546.84                319774.15         03/01/2001

 PHILADELPHIA      PA               01/31/2001            360                      Primary           Purchase
                   191300000        Standard              N                        36982             80
                                    2292.52               02/01/2031               04/01/2001        0

 600067027         8.5
                                    399900                399657.73                399900            04/01/2001
 ELIZABETH         CO               02/21/2001            360                      Primary           Purchase
                   801070000                                                       Residence
                                    Standard              N                        36951             72.7091
                                    3074.89               03/01/2031               04/01/2001        0

 600067139         7.75             500000                499647.11                500000            04/01/2001
 PARKER                             02/02/2001            360                      Primary           Refinance
                                                                                   Residence
                   801340000        Standard              N                        36951             79.1139
                                    3582.06               03/01/2031               04/01/2001        0

 600067432         7.5
 ROCK HILL                          140250                140041.17                140145.91         03/01/2001
                                    01/25/2001            360                      Primary           Purchase
                   297300000        Stated Income         N                        36982             75

                                    980.65                02/01/2031               04/01/2001        0

 600067454         7.625            400000                399710.49                400000            04/01/2001
 WILMINGTON                         02/02/2001            360                      Primary           Refinance
                   284050000        Standard              N                        36982             62.9921

                                    2831.18               03/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 600067605         7.5              369100                368550.44                369100            03/01/2001

 HOLLAND           PA               01/17/2001            360                      Primary           Purchase
                   189660000        Standard              N                        36951             79.9957
                                    2580.8                02/01/2031               04/01/2001        0

 600067692         7.75
                                    520000                519632.98                520000            04/01/2001
 MURRELLS INLET    SC               02/09/2001            360                      Primary           Purchase
                   295760000                                                       Residence
                                    Standard              N                        36982             80
                                    3725.35               03/01/2031               04/01/2001        0

 600067962         7.375            420000                419358.88                419680.42         03/01/2001
 BOSTON                             01/31/2001            360                      Primary           Refinance
                                                                                   Residence
                   021130000        Standard              N                        36982             62.2222
                                    2900.83               02/01/2031               04/01/2001        0

 600067974         7.875
 REDONDO BEACH                      364000                363243.56                363497.36         02/01/2001
                                    12/26/2000            360                      Primary           Purchase
                   902780000        Standard              N                        36982             80

                                    2639.25               01/01/2031               04/01/2001        0

 600068126         7.75             414150                413384.01                414150            04/01/2001
 EAST BRADFORD                      02/06/2001            360                      Primary           Purchase
 TWP               193820000        Standard              N                        36982             79.9942

                                    2967.02               03/01/2031               04/01/2001        0

 600068460         7.75             85000                 85000                    85000             05/01/2001
 TRENTON
                   086100000        03/05/2001            360                      Primary           Refinance
                                    Stated Income         N                        36982             66.4063
                                    608.95                04/01/2031               04/01/2001        0

 600068851         7.5              595500                595500                   595500            05/01/2001

 CAMBRIDGE         MA               03/15/2001            360                      Primary           Purchase
                   021420000        Standard              N                        36982             75
                                    4163.82               04/01/2031               04/01/2001        0

 600069022         8
                                    400000                399461.43                399731.61         03/01/2001
 VERNON HILLS      IL               01/23/2001            360                      Primary           Refinance
                   600610000                                                       Residence
                                    Standard              N                        36951             80
                                    2935.06               02/01/2031               04/01/2001        0

 600069113         7.875            500000                499309.54                499309.54         03/01/2001
 CONCORD                            01/19/2001            360                      Primary           Purchase
                                                                                   Residence
                   017420000        Standard              N                        36982             63.6943
                                    3625.35               02/01/2031               04/01/2001        0

 600069254         7.875
 TUCSON                             342230                341757.42                341994.48         03/01/2001
                                    01/26/2001            360                      Primary           Refinance
                   857180000        Standard              N                        36982             68.446

                                    2481.4                02/01/2031               04/01/2001        0

 600069314         8.375            378000                377528.46                377765.05         03/01/2001
 HILTON HEAD                        01/17/2001            360                      Primary           Purchase
 ISLAND            299260000        Standard              N                        36982             75

                                    2873.08               02/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 600069335         7.75             625000                624114.91                624558.88         03/01/2001

 CLEARWATER        FL               01/12/2001            360                      Primary           Refinance
                   337560000        STANDARD              N                        36951             56.8182
                                    4477.58               02/01/2031               04/01/2001        0

 600069580         7.875
                                    579000                578601.54                579000            04/01/2001
 PLYMOUTH          MA               02/09/2001            360                      Primary           Refinance
                   023600000                                                       Residence
                                    Standard              N                        36951             71.9255
                                    4198.15               03/01/2031               04/01/2001        0

 600069775         7.75             288000                287687.98                288000            04/01/2001
 CHICAGO                            02/09/2001            360                      Primary           Refinance
                                                                                   Residence
                   606460000        Standard              N                        36982             80
                                    2063.26               03/01/2031               04/01/2001        0

 600069869         7.5
 PHILADELPHIA                       376000                375720.95                375720.95         04/01/2001
                                    02/09/2001            360                      Primary           Purchase
                   191030000        Standard              N                        36982             77.8468

                                    2629.05               03/01/2031               04/01/2001        0

 600070061         8                289800                289409.8                 289605.55         03/01/2001
 BOALSBURG                          01/22/2001            360                      Primary           Refinance
                   168270000        Standard              N                        36982             90

                                    2126.45               02/01/2031               04/01/2001        0

 600070236         7.625            309000                308776.36                309000            04/01/2001
 ROCKLIN
                   956770000        02/14/2001            360                      Primary           Purchase
                                    Standard              N                        36951             94.5423
                                    2187.08               03/01/2031               04/01/2001        0

 600071602         7.75             490000                489306.09                489654.16         03/01/2001

 SACRAMENTO        CA               01/04/2001            360                      Primary           Refinance
                   958640000        Standard              N                        36951             75.3846
                                    3510.42               02/01/2031               04/01/2001        0

 600071630         7.875
                                    270000                269627.16                269814.19         03/01/2001
 FRANKTOWN         CO               02/01/2001            360                      Primary           Refinance
                   801160000                                                       Residence
                                    Stated Income         N                        36982             58.6956
                                    1957.69               02/01/2031               04/01/2001        0

 600072156         7.875            343550                343075.59                343075.59         03/01/2001
 HORSHAM TOWNSHIP                   01/26/2001            360                      Primary           Purchase
                                                                                   Residence
                   190020000        Standard              N                        36982             79.9926
                                    2490.98               02/01/2031               04/01/2001        0

 600072189         7.5
 NEWTON                             595000                594114.1                 594558.43         03/01/2001
                                    01/31/2001            360                      Primary           Purchase
                   024590000        Standard              N                        36982             72.1212

                                    4160.32               02/01/2031               04/01/2001        0

 600072248         8                297000                296398.16                296600.11         03/01/2001
 ABSECON                            01/29/2001            360                      Primary           Refinance
                   082010000        Standard              N                        37012             87.3529

                                    2179.28               02/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 600072454         7.375            400900                400288.03                400594.95         03/01/2001

 BRIGHTON          MA               01/31/2001            360                      Primary           Purchase
                   021350000        Standard              N                        36982             69.0846
                                    2768.91               02/01/2031               04/01/2001        0

 600072456         7.375
                                    350000                349465.72                349733.68         03/01/2001
 ENCINITAS         CA               01/25/2001            360                      Primary           Refinance
                   920240000                                                       Residence
                                    Standard              N                        36982             72.1649
                                    2417.36               02/01/2031               04/01/2001        0

 600073032         8.25             600000                599232.19                599617.41         03/01/2001
 PETALUMA                           01/11/2001            360                      Primary           Refinance
                                                                                   Residence
                   949520000        Standard              N                        36951             80
                                    4507.59               02/01/2031               04/01/2001        0

 600073038         8.125
 LOS ANGELES                        650000                649072.97                649072.97         03/01/2001
                                    01/10/2001            360                      Primary           Refinance
                   900770000        Standard              N                        36982             79.7546

                                    4826.23               02/01/2031               04/01/2001        0

 600073044         8.25             650000                649168.19                649168.19         03/01/2001
 PETALUMA                           01/12/2001            360                      Primary           Refinance
                   949520000        Standard              N                        36982             50

                                    4883.23               02/01/2031               04/01/2001        0

 600073096         7.5              611200                611200                   611200            05/01/2001
 BRYN MAWR
                   190100000        03/02/2001            360                      Primary           Refinance
                                    Standard              N                        36982             80
                                    4273.59               04/01/2031               04/01/2001        0

 600073278         7.625            342000                341503.38                341752.48         03/01/2001

 HUDSON            MA               01/30/2001            360                      Primary           Purchase
                   017490000        Standard              N                        36982             79.9065
                                    2420.65               02/01/2031               04/01/2001        0

 600073322         7.875
                                    486000                485665.54                485665.54         04/01/2001
 MANALAPAN HILLS   NJ               02/21/2001            360                      Primary           Refinance
                   077260000                                                       Residence
                                    Standard              N                        36982             74.7692
                                    3523.84               03/01/2031               04/01/2001        -0.01

 600073441         8.25             295000                294785.74                295000            04/01/2001
 EAST HANOVER                       02/23/2001            360                      Primary           Refinance
                                                                                   Residence
                   079363539        Standard              N                        36982             84.2857
                                    2216.23               03/01/2031               04/01/2001        0

 600073630         7.5
 VIENNA                             508000                507243.62                507622.99         03/01/2001
                                    01/23/2001            360                      Primary           Refinance
                   221810000        Standard              N                        36982             79.8742

                                    3552.01               02/01/2031               04/01/2001        0

 600073734         7.875            395000                394687.69                395000            04/01/2001
 ELIZABETH                          02/16/2001            360                      Primary           Purchase
                   801070000        Standard              N                        36982             71.8182

                                    2864.02               03/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 600074032         7.875            375900                375641.3                 375641.3          04/01/2001

 SHREWSBURY        MA               02/28/2001            360                      Primary           Purchase
                   015450000        Standard              N                        36982             79.7412
                                    2725.53               03/01/2031               04/01/2001        0

 600074482         7.625
                                    380000                379724.96                380000            04/01/2001
 NORTHBROOK        IL               02/20/2001            360                      Primary           Refinance
                   600620000                                                       Residence
                                    Standard              N                        36951             69.0909
                                    2689.62               03/01/2031               04/01/2001        0

 600074524         8.125            294799                294606.15                294606.15         04/01/2001
 NORTH WALES                        02/15/2001            360                      Primary           Purchase
                                                                                   Residence
                   194540000        Standard              N                        36982             94.9999
                                    2188.88               03/01/2031               04/01/2001        0

 600074692         9
 NAPERVILLE                         500000                499726.89                500000            04/01/2001
                                    02/16/2001            360                      Primary           Refinance
                   605640000        Standard              N                        36982             76.9231

                                    4023.11               03/01/2031               04/01/2001        0

 600075038         8                320850                320418                   320634.72         03/01/2001
 MILPITAS                           01/16/2001            360                      Primary           Refinance
                   950350000        Standard              N                        36951             71.3

                                    2354.28               02/01/2031               04/01/2001        0

 600075049         7.875            334300                333838.35                334069.93         03/01/2001
 SAN JOSE
                   951270000        01/10/2001            360                      Primary           Refinance
                                    Standard              N                        36951             83.3666
                                    2423.91               02/01/2031               04/01/2001        0

 600075061         7.75             550000                549221.12                549611.81         03/01/2001

 PLEASANTON        CA               01/08/2001            360                      Primary           Purchase
                   945660000        Standard              N                        36951             38.5721
                                    3940.27               02/01/2031               04/01/2001        0

 600075074         8.375
                                    278650                278126.78                278302.4          02/01/2001
 SAN JOSE          CA               12/08/2000            360                      Primary           Purchase
                   951160000                                                       Residence
                                    Standard              N                        36982             89.8871
                                    2117.94               01/01/2031               04/01/2001        0

 600075086         7.75             387200                386651.67                386926.72         03/01/2001
 GILROY                             01/22/2001            360                      Primary           Purchase
                                                                                   Residence
                   950200000        Standard              N                        36951             80
                                    2773.95               02/01/2031               04/01/2001        0

 600075153         7.75
 SAN FRANCISCO                      637500                637050.06                637050.06         04/01/2001
                                    02/22/2001            360                      Primary           Purchase
                   941230000        Standard              N                        36982             75

                                    4567.13               03/01/2031               04/01/2001        0

 600075448         8.25             408700                408176.97                408439.38         03/01/2001
 IRVINE                             01/18/2001            360                      Primary           Purchase
                   926020000        Standard              N                        36982             79.982

                                    3070.43               02/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 600075596         7.75             279000                278803.08                278803.08         04/01/2001

 BOSTON            MA               02/09/2001            360                      Primary           Purchase
                   021180000        Standard              N                        36982             90
                                    1998.79               03/01/2031               04/01/2001        0

 600076230         7.75
                                    365250                365250                   365250            05/01/2001
 NORTHBOROUGH      MA               03/02/2001            360                      Primary           Refinance
                   015320000                                                       Residence
                                    Standard              N                        36982             71.6176
                                    2616.69               04/01/2031               04/01/2001        0

 600076380         7.625            384000                383722.07                383722.07         04/01/2001
 PARK CITY                          02/05/2001            360                      Primary           Purchase
                                                                                   Residence
                   840600000        Standard              N                        36982             80
                                    2717.93               03/01/2031               04/01/2001        0

 600076455         7.875
 SAN FRANCISCO                      637400                636519.82                636961.35         03/01/2001
                                    01/23/2001            360                      Primary           Refinance
                   941210000        Standard              N                        36951             79.675

                                    4621.59               02/01/2031               04/01/2001        0

 600076463         7.625            357150                356178.52                356441.51         03/01/2001
 FAIR OAKS RANCH                    01/25/2001            360                      Primary           Refinance
                   913510000        Standard              N                        36982             75.9894

                                    2527.88               02/01/2031               04/01/2001        0

 600076475         7.5              344000                343487.82                343487.82         03/01/2001
 SAN JOSE
                   951320000        01/11/2001            360                      Primary           Purchase
                                    Standard              N                        36982             80
                                    2405.29               02/01/2031               04/01/2001        0

 600076477         7.375            360000                359450.46                359726.07         03/01/2001

 REDONDO BEACH     CA               01/09/2001            360                      Primary           Refinance
                   902770000        Standard              N                        36951             80
                                    2486.43               02/01/2031               04/01/2001        0

 600076483         7.375
                                    468500                467784.83                468143.51         03/01/2001
 SAN CLEMENTE      CA               01/18/2001            360                      Primary           Purchase
                   927630000                                                       Residence
                                    Standard              N                        36982             79.9309
                                    3235.81               02/01/2031               04/01/2001        0

 600076485         7.25             310000                309514.88                309758.17         03/01/2001
 SAN JOSE                           01/18/2001            360                      Primary           Refinance
                                                                                   Residence
                   951110000        Standard              N                        36951             78.481
                                    2114.75               02/01/2031               04/01/2001        0

 600076486         7.25
 SIMI VALLEY                        400000                398823.29                398823.29         03/01/2001
                                    01/31/2001            360                      Primary           Purchase
                   930630000        Standard              N                        36982             79.1987

                                    2728.7                02/01/2031               04/01/2001        0

 600076535         7.375            410000                409687.31                409687.31         04/01/2001
 SIMPSONVILLE                       02/06/2001            360                      Primary           Refinance
                   296810000        Standard              N                        36982             66.8842

                                    2831.77               03/01/2031               04/01/2001        0.71






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 600076564         7.625            483600                482897.75                483249.99         03/01/2001

 SOLVANGE          CA               01/19/2001            360                      Primary           Purchase
                   934630000        Standard              N                        36982             78
                                    3422.89               02/01/2031               04/01/2001        0

 600076890         7.5
                                    434000                433677.9                 434000            04/01/2001
 HINSDALE          IL               02/08/2001            360                      Primary           Purchase
                   605210000                                                       Residence
                                    Standard              N                        36951             80
                                    3034.6                03/01/2031               04/01/2001        0

 600076990         8.75             391500                391020                   391500            04/01/2001
 NEW ORLEANS                        02/13/2001            360                      Primary           Refinance
                                                                                   Residence
                   701180000        Standard              N                        36982             90
                                    3079.93               03/01/2031               04/01/2001        0

 600077040         7.75
 CASTLE ROCK                        599000                598577.23                599000            04/01/2001
                                    02/15/2001            360                      Primary           Refinance
                   801040000        Standard              N                        36982             68.8506

                                    4291.31               03/01/2031               04/01/2001        0

 600077173         7.5              300000                299777.35                300000            04/01/2001
 LAKE BLUFF                         02/23/2001            360                      Primary           Refinance
                   600440000        Standard              N                        36982             49.1803

                                    2097.65               03/01/2031               04/01/2001        0

 600077880         7.875            330000                329538.64                329772.9          03/01/2001
 GREAT FALLS
                   220660000        02/02/2001            360                      Primary           Purchase
                                    Standard              N                        36982             80
                                    2392.73               02/01/2031               04/01/2001        0

 600078232         7.625            520000                520000                   520000            05/01/2001

 BURR RIDGE        IL               02/26/2001            360                      Primary           Refinance
                   605210000        Standard              N                        36982             63.4146
                                    3680.52               04/01/2031               04/01/2001        0

 600078750         7.5
                                    338000                337684.67                338000            04/01/2001
 SHOREWOOD         WI               02/21/2001            360                      Primary           Refinance
                   532110000                                                       Residence
                                    Standard              N                        36982             78.6047
                                    2363.34               03/01/2031               04/01/2001        0

 600079084         7.5              327500                327256.95                327256.95         04/01/2001
 BEND                               02/14/2001            360                      Primary           Refinance
                                                                                   Residence
                   977020000        Standard              N                        36982             67.5258
                                    2289.93               03/01/2031               04/01/2001        -0.01

 600079215         8
 SAN DIEGO                          396000                395197.56                395466.82         02/01/2001
                                    12/12/2000            360                      Primary           Refinance
                   921170000        Standard              N                        36982             79.2

                                    2905.71               01/01/2031               04/01/2001        0

 600079332         7.75             352600                352100.67                352351.14         03/01/2001
 PINOLE                             01/25/2001            360                      Primary           Purchase
                   945640000        Standard              N                        36951             79.9938

                                    2526.07               02/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 600079340         7.375            286100                285663.26                285663.26         03/01/2001

 TRACY             CA               01/22/2001            360                      Primary           Purchase
                   953770000        Standard              N                        36982             89.994
                                    1976.02               02/01/2031               04/01/2001        0

 600079491         7.875
                                    339300                339066.5                 339300            04/01/2001
 ARVADA            CO               02/09/2001            360                      Primary           Refinance
                   800070000                                                       Residence
                                    Standard              N                        36982             64.6286
                                    2460.16               03/01/2031               04/01/2001        0

 600079532         7.625            386500                385938.76                386220.27         03/01/2001
 SAN JOSE                           01/29/2001            360                      Primary           Purchase
                                                                                   Residence
                   951210000        Standard              N                        36982             79.938
                                    2735.62               02/01/2031               04/01/2001        0

 600079680         8
 SIMI VALLEY                        398600                398013.26                398332.54         03/01/2001
                                    01/16/2001            360                      Primary           Purchase
                   930630000        Standard              N                        36982             79.9952

                                    2924.79               02/01/2031               04/01/2001        0

 600079744         7.5              352800                352274.7                 352274.7          03/01/2001
 SAN JOSE                           01/22/2001            360                      Primary           Purchase
                   951220000        Standard              N                        36982             80

                                    2466.83               02/01/2031               04/01/2001        0

 600079747         7.625            585000                584576.59                585000            04/01/2001
 MCLEAN
                   221020000        02/22/2001            360                      Primary           Refinance
                                    Standard              N                        36982             73.4925
                                    4140.6                03/01/2031               04/01/2001        0

 600079757         8.25             337550                337118.04                337334.76         03/01/2001

 RICHMOND          CA               01/22/2001            360                      Primary           Purchase
                   948060000        Standard              N                        36951             79.9976
                                    2535.9                02/01/2031               04/01/2001        0

 600079761         7.625
                                    432000                431687.33                432000            04/01/2001
 MCLEAN            VA               02/16/2001            360                      Primary           Purchase
                   221010000                                                       Residence
                                    Standard              N                        36982             80
                                    3057.67               03/01/2031               04/01/2001        0

 600079784         7.5              512000                511620.02                511620.02         04/01/2001
 RANCHO PALOS                       02/23/2001            360                      Primary           Purchase
 VERDES                                                                            Residence
                   902740000        Standard              N                        36982             80
                                    3579.98               03/01/2031               04/01/2001        0

 600079787         8
 FALLBROOK                          400000                399380.16                399691.11         03/01/2001
                                    01/11/2001            360                      Primary           Refinance
                   920280000        Standard              N                        36982             80

                                    2935.06               02/01/2031               04/01/2001        0

 600080798         7.625            435000                434685.16                435000            04/01/2001
 CARMEL                             02/26/2001            360                      Primary           Refinance
                   460320000        STANDARD              N                        36951             71.3115

                                    3078.9                03/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 600080832         7.625            350000                349746.69                349746.69         04/01/2001

 ZIONSVILLE        IN               02/20/2001            360                      Primary           Refinance
                   460770000        STANDARD              N                        36982             62.2776
                                    2477.27               03/01/2031               04/01/2001        0

 600083619         8.25
                                    420000                419462.52                419732.18         03/01/2001
 CARMEL VALLEY     CA               01/22/2001            360                      Primary           Refinance
                   939240000                                                       Residence
                                    Standard              N                        36982             67.2
                                    3155.32               02/01/2031               04/01/2001        0

 600083780         8.5              327600                327401.54                327600            04/01/2001
 PERRYSBURG                         02/02/2001            360                      Primary           Refinance
                                                                                   Residence
                   435510000        Standard              N                        36951             71.2174
                                    2518.96               03/01/2031               04/01/2001        0

 600084022         7.625
 HINSDALE                           515900                515526.61                515526.61         04/01/2001
                                    02/28/2001            360                      Primary           Refinance
                   605210000        Standard              N                        36982             70

                                    3651.5                03/01/2031               04/01/2001        0

 600084068         7.375            330000                329496.25                329748.9          03/01/2001
 FORT COLLINS                       01/26/2001            360                      Primary           Refinance
                   805250000        Standard              N                        36982             73.3333

                                    2279.23               02/01/2031               04/01/2001        0

 600084072         7.75             331000                330431.27                330431.27         03/01/2001
 APTOS
                   950030000        01/23/2001            360                      Primary           Refinance
                                    Standard              N                        36982             77.1562
                                    2371.32               02/01/2031               04/01/2001        0

 600084861         7.75             468800                468469.13                468469.13         04/01/2001

 ELIZABETH         CO               02/28/2001            360                      Primary           Purchase
                   801070000        Standard              N                        36982             80
                                    3358.54               03/01/2031               04/01/2001        0

 600085169         7.75
                                    346400                346400                   346400            05/01/2001
 ELIZABETH         CO               03/08/2001            360                      Primary           Purchase
                   801070000                                                       Residence
                                    Standard              N                        36982             72.9263
                                    2481.65               04/01/2031               04/01/2001        0

 600085799         7.5              405000                404699.43                405000            04/01/2001
 HUDSON                             02/15/2001            360                      Primary           Purchase
                                                                                   Residence
                   442360000        Standard              N                        36982             90
                                    2831.82               03/01/2031               04/01/2001        0

 600086230         7.5
 EL CERRITO                         400000                399703.14                400000            04/01/2001
                                    02/07/2001            360                      Primary           Purchase
                   945300000        Standard              N                        36982             71.4286

                                    2796.86               03/01/2031               04/01/2001        0

 600086235         7.625            484000                483649.68                484000            04/01/2001
 SUNNYVALE                          02/08/2001            360                      Primary           Purchase
                   940860000        Standard              N                        36982             80

                                    3425.72               03/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 600086241         7.625            428000                427687.49                428000            04/01/2001

 POWDER SPRINGS    GA               02/10/2001            360                      Primary           Refinance
                   301270000        Standard              N                        36982             74.4348
                                    3029.36               03/01/2031               04/01/2001        0

 600086244         8
                                    320000                319569.13                319785.28         03/01/2001
 TINLEY PARK       IL               02/01/2001            360                      Primary           Refinance
                   604770000                                                       Residence
                                    Standard              N                        36982             80
                                    2348.05               02/01/2031               04/01/2001        0

 600086248         7.5              358000                357466.96                357734.31         03/01/2001
 ALPHARETTA                         02/01/2001            360                      Primary           Refinance
                                                                                   Residence
                   300220000        Standard              N                        36951             75.3684
                                    2503.19               02/01/2031               04/01/2001        0

 600086249         7.75
 SAN DIEGO                          361000                360745.21                361000            04/01/2001
                                    02/01/2001            360                      Primary           Refinance
                   921060000        Standard              N                        36982             79.8673

                                    2586.25               03/01/2031               04/01/2001        0

 600086389         7.75             365200                364942.24                365200            04/01/2001
 ST CHARLES                         02/20/2001            360                      Primary           Purchase
                   601750000        Standard              N                        36982             84.95

                                    2616.34               03/01/2031               04/01/2001        0

 600086880         8.25             316000                315798.5                 316000            04/01/2001
 BOWIE
                   207210000        02/16/2001            360                      Primary           Purchase
                                    Standard              N                        36982             94.9905
                                    2374                  03/01/2031               04/01/2001        0

 600087466         7.75             383000                382729.68                383000            04/01/2001

 SAN JOSE          CA               02/21/2001            360                      Primary           Refinance
                   951230000        Standard              N                        36951             78.9691
                                    2743.86               03/01/2031               04/01/2001        0

 600088656         8.5
                                    640000                639612.28                640000            04/01/2001
 CAMARILLO         CA               01/26/2001            360                      Primary           Purchase
                   930100000                                                       Residence
                                    Standard              N                        36951             80
                                    4921.05               03/01/2031               04/01/2001        0

 600088683         7.375            323000                322754.22                323000            04/01/2001
 AURORA                             02/28/2001            360                      Primary           Refinance
                                                                                   Residence
                   605040000        Standard              N                        36951             84.7769
                                    2230.88               03/01/2031               04/01/2001        0

 600089043         8.75
 WOBURN                             348800                348599.32                348800            04/01/2001
                                    02/28/2001            360                      Primary           Purchase
                   018010000        Standard              N                        36982             80

                                    2744.01               03/01/2031               04/01/2001        0

 600089155         8                360000                359757.64                360000            04/01/2001
 MATTAPORISETT                      02/23/2001            360                      Primary           Purchase
                   023790000        Standard              N                        36982             80

                                    2641.55               03/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 600089358         7.375            360000                360000                   360000            05/01/2001

 DANVILLE          CA               03/05/2001            360                      Primary           Purchase
                   945260000        Standard              N                        36982             60.5042
                                    2486.43               04/01/2031               04/01/2001        0

 600089560         7.75
                                    304000                304000                   304000            05/01/2001
 VISTA             CA               03/01/2001            360                      Primary           Refinance
                   920840000                                                       Residence
                                    Standard              N                        36982             71.5294
                                    2177.89               04/01/2031               04/01/2001        0

 600089606         7.125            356000                355715.31                356000            04/01/2001
 FREMONT                            02/07/2001            360                      Primary           Refinance
                                                                                   Residence
                   945360000        Standard              N                        36982             74.1667
                                    2398.44               03/01/2031               04/01/2001        0

 600089610         7.375
 CASTRO VALLEY                      340000                339741.28                340000            04/01/2001
                                    02/14/2001            360                      Primary           Purchase
                   945460000        Standard              N                        36982             80

                                    2348.3                03/01/2031               04/01/2001        0

 600089614         7.5              351950                351688.8                 351688.8          04/01/2001
 SAN JOSE                           02/13/2001            360                      Primary           Purchase
                   951160000        Standard              N                        36982             79.9977

                                    2460.89               03/01/2031               04/01/2001        0

 600089618         7.875            333500                333188.59                333500            04/01/2001
 BERKELEY
                   947030000        02/14/2001            360                      Primary           Refinance
                                    Standard              N                        36982             51.3077
                                    2418.11               03/01/2031               04/01/2001        0

 600090012         7.625            325000                325000                   325000            05/01/2001

 HULL              MA               03/12/2001            360                      Primary           Refinance
                   020450000        Standard              N                        36982             70.6522
                                    2300.32               04/01/2031               04/01/2001        0

 600090904         8.125
                                    340000                339777.58                340000            04/01/2001
 GLEN ELLYN        IL               02/27/2001            360                      Primary           Purchase
                   601370000                                                       Residence
                                    Standard              N                        36982             94.4444
                                    2524.5                03/01/2031               04/01/2001        0

 600090929         7.25             450000                449648.95                449648.95         04/01/2001
 CHICAGO                            02/27/2001            360                      Primary           Purchase
                                                                                   Residence
                   606250000        Standard              N                        36982             69.3642
                                    3069.8                03/01/2031               04/01/2001        0

 600091544         7.625
 CLIFTON                            544000                543606.27                543606.27         04/01/2001
                                    02/16/2001            360                      Primary           Refinance
                   201240000        Standard              N                        36982             80

                                    3850.4                03/01/2031               04/01/2001        0

 600091870         7.625            299000                298783.6                 298783.6          04/01/2001
 THOUSAND OAKS                      02/21/2001            360                      Primary           Refinance
                   913600000        Standard              N                        36982             72.3971

                                    2116.3                03/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 600092437         7.625            365500                365500                   365500            05/01/2001

 LAFAYETTE         CO               03/07/2001            360                      Primary           Refinance
                   800260000        Stated Income         N                        36982             64.6903
                                    2586.99               04/01/2031               04/01/2001        0

 600092686         7.75
                                    283100                282900.19                283100            04/01/2001
 HERNANDO          MS               02/09/2001            360                      Primary           Purchase
                   386320000                                                       Residence
                                    Standard              N                        36982             95
                                    2028.16               03/01/2031               04/01/2001        0

 600092768         7.75             468200                467469.55                467469.55         04/01/2001
 SAMMAMASH                          02/05/2001            360                      Primary           Refinance
                                                                                   Residence
                   980750000        Standard              N                        36982             78.4255
                                    3354.24               03/01/2031               04/01/2001        400

 600093071         7.75
 LIBERTYVILLE                       530000                530000                   530000            05/01/2001
                                    03/12/2001            360                      Primary           Refinance
                   600480000        Standard              N                        36982             60.5714

                                    3796.98               04/01/2031               04/01/2001        0

 600093608         7.875            455200                455200                   455200            05/01/2001
 PRINCETON                          03/14/2001            360                      Primary           Purchase
                   085400000        Standard              N                        36982             80

                                    3300.52               04/01/2031               04/01/2001        0

 600094367         7.875            434800                434500.78                434800            04/01/2001
 SAN FRANCISCO
                   941170000        02/09/2001            360                      Primary           Refinance
                                    Standard              N                        36982             62.1143
                                    3152.6                03/01/2031               04/01/2001        0

 600095071         7.625            340000                340000                   340000            05/01/2001

 ALEXANDERIA       VA               03/15/2001            360                      Primary           Purchase
                   223140000        Standard              N                        36982             80
                                    2406.49               04/01/2031               04/01/2001        0

 600095486         7.5
                                    395000                395000                   395000            05/01/2001
 NOVATO            CA               03/08/2001            360                      Primary           Purchase
                   949470000                                                       Residence
                                    Standard              N                        36982             79.798
                                    2761.89               04/01/2031               04/01/2001        0

 600096726         7.75             311900                311679.86                311679.86         04/01/2001
 BRENTWOOD                          02/23/2001            360                      Primary           Purchase
                                                                                   Residence
                   945130000        Standard              N                        36982             78.962
                                    2234.49               03/01/2031               04/01/2001        0

 600096728         7.75
 ORINDA                             488000                487655.58                487655.58         04/01/2001
                                    02/27/2001            360                      Primary           Purchase
                   945490000        Standard              N                        36982             80

                                    3496.09               03/01/2031               04/01/2001        0

 600097185         7.75             436500                436500                   436500            05/01/2001
 CHESTER                            03/09/2001            360                      Primary           Purchase
                   079300000        Standard              N                        36982             90

                                    3127.14               04/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 600103183         7.25             600000                600000                   600000            05/01/2001

 EPHRAIM           UT               03/09/2001            360                      Primary           Refinance
                   846270000        Standard              N                        36982             75.4717
                                    4093.05               04/01/2031               04/01/2001        0

 600103336         7.25
                                    356000                355709.88                356000            04/01/2001
 SALINAS           CA               02/16/2001            360                      Primary           Refinance
                   939060000                                                       Residence
                                    Standard              N                        36982             77.7293
                                    2428.55               03/01/2031               04/01/2001        12.4

 600106502         7.5              452000                451664.55                451664.55         04/01/2001
 HAYWARD                            02/20/2001            360                      Primary           Refinance
                                                                                   Residence
                   945420000        Standard              N                        36982             80
                                    3160.45               03/01/2031               04/01/2001        0

 600106532         7.875
 REDWOOD CITY                       430000                429704.08                429704.08         04/01/2001
                                    02/14/2001            360                      Primary           Refinance
                   940610000        Standard              N                        36982             79.6296

                                    3117.8                03/01/2031               04/01/2001        -0.01

 600106542         7.5              469000                468651.93                468651.93         04/01/2001
 CARMEL VALLEY                      02/07/2001            360                      Primary           Refinance
                   939240000        Standard              N                        36982             70

                                    3279.32               03/01/2031               04/01/2001        0

 600106575         7.625            360000                359739.45                359739.45         04/01/2001
 CASTRO VALLEY
                   945460000        02/16/2001            360                      Primary           Purchase
                                    Standard              N                        36982             80
                                    2548.05               03/01/2031               04/01/2001        -0.01

 600106781         7.5              523200                522811.71                522811.71         04/01/2001

 SAMMANISH         WA               02/08/2001            360                      Primary           Purchase
                   980750000        Standard              N                        36982             80
                                    3658.29               03/01/2031               04/01/2001        0

 600107640         7.625
                                    445000                444677.92                444677.92         04/01/2001
 NAPA              CA               02/23/2001            360                      Primary           Purchase
                   945580000                                                       Residence
                                    Standard              N                        36982             79.9152
                                    3149.68               03/01/2031               04/01/2001        0

 600107646         7.5              489600                489236.65                489236.65         04/01/2001
 SAN DIEGO                          02/22/2001            360                      Primary           Refinance
                                                                                   Residence
                   921310000        Standard              N                        36982             69.9429
                                    3423.35               03/01/2031               04/01/2001        0

 600108995         7.25
 NEWTON                             320000                320000                   320000            05/01/2001
                                    03/17/2001            360                      Primary           Refinance
                   024590000        Standard              N                        36982             79.602

                                    2182.96               04/01/2031               04/01/2001        0

 652182060         7.375            376176                375889.75                375889.75         04/01/2001
 LADERA RANCH                       02/22/2001            360                      Primary           Purchase
                   926940000        Standard              N                        36982             79.9998

                                    2598.16               03/01/2031               04/01/2001        0.01






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 652182391         7.5              298800                298355.09                298578.24         03/01/2001

 MC KINNEY         TX               01/25/2001            360                      Primary           Purchase
                   750700000        Standard              N                        36982             94.9814
                                    2089.26               02/01/2031               04/01/2001        0

 652198694         6.875
                                    315300                314768.7                 314768.7          03/01/2001
 CHINO HILLS       CA               01/19/2001            360                      Primary           Purchase
                   917090000                                                       Residence
                                    Standard              N                        36982             92.0213
                                    2071.3                02/01/2031               04/01/2001        0

 652198767         7.375            304000                304000                   304000            05/01/2001
 MENDHAM                            03/09/2001            360                      Primary           Purchase
                                                                                   Residence
                   079450000        Standard              N                        36982             80
                                    2099.66               04/01/2031               04/01/2001        0

 652199209         7.25
 RANCHO PALOS                       592000                592000                   592000            05/01/2001
 VERDES                             03/07/2001            360                      Primary           Purchase
                   902750000        STANDARD              N                        36982             77.8947

                                    4038.49               04/01/2031               04/01/2001        0

 652225494         7.375            576000                575120.73                575561.71         03/01/2001
 FALLBROOK                          01/24/2001            360                      Primary           Purchase
                   920280000        Standard              N                        36982             80

                                    3978.29               02/01/2031               04/01/2001        0

 652245836         7.375            330000                330000                   330000            05/01/2001
 NORTH WHITE
 PLAINS            106030000        03/15/2001            360                      Primary           Purchase
                                    Standard              N                        36982             69.4046
                                    2279.23               04/01/2031               04/01/2001        0

 652280750         7.875            377100                375923.28                376188.78         01/01/2001

 WOODLAND HILLS    CA               11/28/2000            360                      Primary           Purchase
                   913670000        Standard              N                        36951             90
                                    2734.24               12/01/2030               04/01/2001        0

 652352006         7.5
                                    280250                279832.72                280042.01         03/01/2001
 HUNTINGTON BEACH  CA               01/23/2001            360                      Primary           Purchase
                   926470000                                                       Residence
                                    Standard              N                        36982             95
                                    1959.55               02/01/2031               04/01/2001        0

 652352818         7.375            471900                471489.72                471489.72         04/01/2001
 SANTA ANA                          02/09/2001            360                      Primary           Purchase
                                                                                   Residence
                   927050000        Standard              N                        36982             79.9966
                                    3259.3                03/01/2031               04/01/2001        51.2

 652362159         7.75
 NEWPORT BEACH                      707000                705998.78                706501            03/01/2001
                                    01/25/2001            360                      Primary           Refinance
                   926250000        Standard              N                        36982             62.8444

                                    5065.04               02/01/2031               04/01/2001        0

 652365625         7.5              332500                332253.24                332500            04/01/2001
 OLD BETHPAGE                       02/16/2001            360                      Primary           Purchase
                   118040000        Standard              N                        36982             95

                                    2324.89               03/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 652372506         7.5              337500                336997.49                337249.53         03/01/2001

 NEWBURY PARK      CA               01/24/2001            360                      Primary           Refinance
                   913200000        Standard              N                        36951             79.9763
                                    2359.85               02/01/2031               04/01/2001        0

 652372841         7.625
                                    327150                326674.93                326913.22         03/01/2001
 VALENCIA          CA               01/17/2001            360                      Primary           Purchase
                   913540000                                                       Residence
                                    Standard              N                        36982             90
                                    2315.55               02/01/2031               04/01/2001        0

 652374276         7.375            340000                339741.28                340000            04/01/2001
 HOUSTON                            02/01/2001            360                      Primary           Purchase
                                                                                   Residence
                   770810000        Standard              N                        36951             80
                                    2348.3                03/01/2031               04/01/2001        0

 652382192         7.125
 DAVIS                              312000                311750.49                312000            04/01/2001
                                    02/08/2001            360                      Primary           Purchase
                   956160000        Standard              N                        36951             79.9957

                                    2102.01               03/01/2031               04/01/2001        0

 652386557         7.5              380000                380000                   380000            05/01/2001
 BATESVILLE                         03/09/2001            360                      Primary           Refinance
                   386060000        Standard              N                        36982             80

                                    2657.02               04/01/2031               04/01/2001        0

 652387836         7.5              293000                293000                   293000            05/01/2001
 SAN DIEGO
                   921060000        03/01/2001            360                      Primary           Refinance
                                    Stated Income         N                        36982             48.8333
                                    2048.7                04/01/2031               04/01/2001        0

 652387924         7.5              543000                542191.5                 542597.01         03/01/2001

 COUNTY OF SONOMA  CA               01/12/2001            360                      Second Home       Purchase
                   954970000        Standard              N                        36951             74.8966
                                    3796.74               02/01/2031               04/01/2001        0

 652388102         7.5
                                    393000                392414.84                392708.33         03/01/2001
 TORRANCE          CA               01/13/2001            360                      Primary           Refinance
                   905030000                                                       Residence
                                    Standard              N                        36982             71.4545
                                    2747.92               02/01/2031               04/01/2001        0

 652388929         7.25             310000                309514.88                309758.17         03/01/2001
 BIRMINGHAM                         01/04/2001            360                      Primary           Refinance
                                                                                   Residence
                   352420000        Standard              N                        36951             75.6098
                                    2114.75               02/01/2031               04/01/2001        0

 652389258         7.5
 SAN DIEGO                          399000                398405.91                398703.88         03/01/2001
                                    01/17/2001            360                      Primary           Purchase
                   921240000        Standard              N                        36982             79.9599

                                    2789.87               02/01/2031               04/01/2001        0

 652390265         8.25             406500                405979.8                 406240.79         03/01/2001
 DOVE CANYON                        01/20/2001            360                      Primary           Refinance
                   926790000        Standard              N                        36982             84.6875

                                    3053.9                02/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 652392845         7.5              567000                565543.75                565543.75         04/01/2001

 WALNUT CREEK      CA               02/03/2001            360                      Primary           Construction-Perma
                   945960000        Standard              N                        36982             70
                                    3964.55               03/01/2031               04/01/2001        0

 652393472         7.5
                                    525000                524610.37                524610.37         04/01/2001
 BURBANK           CA               02/08/2001            360                      Primary           Refinance
                   915010000                                                       Residence
                                    Standard              N                        36982             70
                                    3670.88               03/01/2031               04/01/2001        0

 652395392         8.125            356600                356129.61                356364.48         03/01/2001
 LOS ANGELES                        01/25/2001            360                      Primary           Refinance
                                                                                   Residence
                   900460000        Standard              N                        36951             47.5467
                                    2647.75               02/01/2031               04/01/2001        0

 652397331         7.5
 CALABASAS                          402500                401900.71                402201.29         03/01/2001
                                    01/26/2001            360                      Primary           Refinance
                   913020000        Standard              N                        36951             70

                                    2814.34               02/01/2031               04/01/2001        0

 652398527         7.5              650000                649517.6                 650000            04/01/2001
 PICABO                             02/11/2001            360                      Primary           Refinance
                   833480000        Standard              N                        36982             33.6788

                                    4544.9                03/01/2031               04/01/2001        0

 652402036         7.25             312000                311511.75                311511.75         03/01/2001
 VENTURA
                   930030000        01/23/2001            360                      Primary           Purchase
                                    Standard              N                        36982             80
                                    2128.39               02/01/2031               04/01/2001        0

 652402421         7.375            356000                355729.11                356000            04/01/2001

 CROMWELL          CT               02/15/2001            360                      Second Home       Refinance
                   064160000        Standard              N                        36951             56.5079
                                    2458.81               03/01/2031               04/01/2001        0

 652402755         7.5
                                    360000                359732.82                360000            04/01/2001
 SANTA ANA         CA               02/16/2001            360                      Primary           Refinance
                   927050000                                                       Residence
                                    Standard              N                        36982             61.0169
                                    2517.18               03/01/2031               04/01/2001        0

 652402892         7.5              335000                334501.21                334751.38         03/01/2001
 SAN LEANDRO CA                     01/20/2001            360                      Primary           Refinance
                                                                                   Residence
                   945780000        Standard              N                        36951             74.4444
                                    2342.37               02/01/2031               04/01/2001        0

 652402979         7.5
 LONG BEACH                         320600                320362.06                320600            04/01/2001
                                    02/08/2001            360                      Primary           Refinance
                   908150000        Standard              N                        36951             89.0556

                                    2241.69               03/01/2031               04/01/2001        0

 652403738         7.5              353500                353237.65                353500            04/01/2001
 SAN CLEMENTE                       02/16/2001            360                      Primary           Refinance
                   926730000        Standard              N                        36951             78.0353

                                    2471.73               03/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 652403838         7.5              523000                522221.29                522611.86         03/01/2001

 SANTA CRUZ        CA               01/21/2001            360                      Primary           Refinance
                   950600000        Standard              N                        36982             63.012
                                    3656.89               02/01/2031               04/01/2001        0

 652404002         7.5
                                    435000                434677.16                435000            04/01/2001
 CULVER CITY       CA               02/08/2001            360                      Primary           Refinance
                   902320000                                                       Residence
                                    Standard              N                        36951             75
                                    3041.59               03/01/2031               04/01/2001        0

 652404890         7.125            356300                355728.45                356015.07         03/01/2001
 ORINDA                             01/12/2001            360                      Primary           Refinance
                                                                                   Residence
                   945630000        Standard              N                        36951             55.6719
                                    2400.46               02/01/2031               04/01/2001        0

 652405064         7.625
 PENHOOK                            475000                474310.21                474656.2          03/01/2001
                                    01/25/2001            360                      Primary           Refinance
                   241370000        Standard              N                        36982             64.1892

                                    3362.03               02/01/2031               04/01/2001        0

 652405720         7.375            284000                283566.47                283783.9          03/01/2001
 HAYWARD                            01/12/2001            360                      Primary           Refinance
                   945410000        Standard              N                        36982             73.7662

                                    1961.52               02/01/2031               04/01/2001        0

 652405973         7.375            344000                343738.24                344000            04/01/2001
 VALLEJO
                   945910000        02/19/2001            360                      Primary           Refinance
                                    Standard              N                        36951             80
                                    2375.93               03/01/2031               04/01/2001        0

 652406772         7.5              101250                100513.33                100882.81         03/01/2001

 LONG BEACH        CA               01/17/2001            360                      Primary           Purchase
                   908130000        Stated Income         N                        36982             75
                                    707.96                02/01/2031               04/01/2001        0

 652406931         7.375
                                    367500                366938.98                367220.35         03/01/2001
 GILROY            CA               01/20/2001            360                      Primary           Refinance
                   950200000                                                       Residence
                                    Standard              N                        36982             79.0323
                                    2538.24               02/01/2031               04/01/2001        0

 652407102         7.5              536000                535201.93                535602.21         03/01/2001
 SARATOGA                           01/20/2001            360                      Primary           Refinance
                                                                                   Residence
                   950700000        Standard              N                        36982             76.5714
                                    3747.79               02/01/2031               04/01/2001        0

 652407178         6.875
 MISSION VIEJO                      297000                296499.53                296750.48         03/01/2001
                                    01/15/2001            360                      Primary           Refinance
                   926920000        Standard              N                        36951             60.6122

                                    1951.08               02/01/2031               04/01/2001        0

 652407234         7.5              400000                399703.14                400000            04/01/2001
 LOS ALAMITOS                       02/11/2001            360                      Primary           Refinance
 AREA              907200000        Standard              N                        36951             80

                                    2796.86               03/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 652407385         7.375            315500                315018.36                315259.92         03/01/2001

 TRABUCO CANYON    CA               01/25/2001            360                      Primary           Refinance
 AREA              926790000        Standard              N                        36982             78.875
                                    2179.09               02/01/2031               04/01/2001        0

 652408143         7.375
                                    465000                464290.17                464646.17         03/01/2001
 ESCONDIDO         CA               01/09/2001            360                      Primary           Refinance
                   920290000                                                       Residence
                                    Standard              N                        36982             75.6098
                                    3211.64               02/01/2031               04/01/2001        0

 652408228         7.5              303000                302385.59                302693.75         03/01/2001
 IRVINE                             01/24/2001            360                      Primary           Refinance
                                                                                   Residence
                   926200000        Standard              N                        36982             71.2941
                                    2118.62               02/01/2031               04/01/2001        0

 652408371         7.375
 SHINGLE SPRINGS                    315000                314519.14                314519.14         03/01/2001
                                    01/18/2001            360                      Primary           Refinance
                   956820000        Standard              N                        36982             74.1176

                                    2175.63               02/01/2031               04/01/2001        0

 652408558         7.5              320000                319762.51                319762.51         04/01/2001
 SONOMA                             02/01/2001            360                      Primary           Refinance
                   954760000        Standard              N                        36982             71.1111

                                    2237.49               03/01/2031               04/01/2001        0

 652408865         7.375            327700                327199.75                327450.64         03/01/2001
 YORBA LINDA
                   928860000        01/12/2001            360                      Primary           Refinance
                                    Standard              N                        36951             79.9268
                                    2263.35               02/01/2031               04/01/2001        0

 652409090         7.25             545000                543610.62                544261.67         03/01/2001

 NEWPORT BEACH     CA               01/15/2001            300                      Primary           Refinance
                   926250000        Standard              N                        36951             72.6667
                                    3939.3                02/01/2026               04/01/2001        0

 652409594         7.5
                                    427000                426335.43                426668.75         03/01/2001
 SAN JOSE          CA               01/20/2001            360                      Primary           Refinance
                   951330000                                                       Residence
                                    Standard              N                        36982             69.2058
                                    2985.65               02/01/2031               04/01/2001        0

 652409682         7.5              303500                303048.11                303048.11         03/01/2001
 MANALAPAN                          01/23/2001            360                      Primary           Refinance
                                                                                   Residence
                   077260000        Standard              N                        36982             86.7143
                                    2122.12               02/01/2031               04/01/2001        0

 652409748         7.5
 CHINO HILLS                        650000                649032.19                649517.6          03/01/2001
                                    01/19/2001            360                      Primary           Refinance
                   917090000        Standard              N                        36951             72.6257

                                    4544.9                02/01/2031               04/01/2001        0

 652410842         7.5              353000                352474.4                 352738.02         03/01/2001
 FRESNO                             01/18/2001            360                      Primary           Refinance
                   937200000        Standard              N                        36982             77.5824

                                    2468.23               02/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 652410931         7.5              460000                459658.61                460000            04/01/2001

 ESCONDIDO         CA               02/05/2001            360                      Primary           Purchase
                   920290000        Standard              N                        36951             80
                                    3216.39               03/01/2031               04/01/2001        0

 652411826         7.375
                                    303000                302537.46                302769.44         03/01/2001
 OCEANSIDE         CA               01/20/2001            360                      Primary           Refinance
                   920570000                                                       Residence
                                    Standard              N                        36982             72.1429
                                    2092.75               02/01/2031               04/01/2001        0

 652412191         7.375            300000                299341.42                299671.72         03/01/2001
 ALTADENA                           01/25/2001            360                      Primary           Refinance
                                                                                   Residence
                   910010000        Standard              N                        36982             80
                                    2072.03               02/01/2031               04/01/2001        0

 652412295         7.5
 BAY SAINT LOUIS                    280000                279583.08                279792.19         03/01/2001
                                    01/24/2001            360                      Primary           Refinance
                   395200000        Stated Income         N                        36982             69.6517

                                    1957.81               02/01/2031               04/01/2001        0

 652412322         7.5              342100                341590.63                341846.11         03/01/2001
 SOUTH SAN                          01/24/2001            360                      Primary           Refinance
 FRANCISCO         940800000        Standard              N                        36951             67.7426

                                    2392.02               02/01/2031               04/01/2001        0

 652412605         7.375            317500                317015.32                317258.4          03/01/2001
 ALTADENA
                   910010000        01/17/2001            360                      Primary           Refinance
                                    Standard              N                        36982             74.7059
                                    2192.9                02/01/2031               04/01/2001        0

 652412678         7.5              400000                399404.42                399703.14         03/01/2001

 BELLEVUE          WA               01/24/2001            360                      Primary           Refinance
                   980040000        Standard              N                        36982             77.6699
                                    2796.86               02/01/2031               04/01/2001        0

 652413183         7.5
                                    360000                359065.48                359535.56         03/01/2001
 ALPINE            CA               01/20/2001            360                      Primary           Refinance
                   919010000                                                       Residence
                                    Standard              N                        36982             80
                                    2517.18               02/01/2031               04/01/2001        0

 652413511         7.5              450000                449329.97                449666.03         03/01/2001
 LOS ANGELES                        01/17/2001            360                      Primary           Refinance
                                                                                   Residence
                   900640000        Standard              N                        36982             56.25
                                    3146.47               02/01/2031               04/01/2001        0

 652413897         7.5
 IRVINE                             450000                449329.97                449666.03         03/01/2001
                                    01/26/2001            360                      Primary           Refinance
                   926120000        Standard              N                        36982             65.2174

                                    3146.47               02/01/2031               04/01/2001        0

 652414687         7.5              313500                312849.41                313084.67         03/01/2001
 NEWARK                             01/18/2001            360                      Primary           Refinance
                   945600000        Standard              N                        36951             57

                                    2192.04               02/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 652414778         7.625            381000                380724.24                381000            04/01/2001

 GILROY            CA               02/20/2001            360                      Primary           Refinance
                   950200000        Standard              N                        36951             78.5567
                                    2696.7                03/01/2031               04/01/2001        0

 652416085         7.5
                                    305000                304542.15                304542.15         03/01/2001
 HAYWARD           CA               01/26/2001            360                      Primary           Refinance
                   945410000                                                       Residence
                                    Standard              N                        36982             74.0291
                                    2132.61               02/01/2031               04/01/2001        3.72

 652416247         7.5              146100                145882.46                145991.57         03/01/2001
 LONG BEACH                         01/18/2001            360                      Primary           Refinance
                                                                                   Residence
                   908080000        Stated Income         N                        36982             64.9333
                                    1021.56               02/01/2031               04/01/2001        0

 652417054         7.625
 SAN LEANDRO                        303000                302559.99                302780.69         03/01/2001
                                    01/20/2001            360                      Primary           Refinance
                   945770000        Standard              N                        36982             79.9472

                                    2144.62               02/01/2031               04/01/2001        0

 652417138         8.125            339500                339054.33                339277.92         03/01/2001
 FOLSOM                             01/16/2001            360                      Primary           Refinance
                   956300000        Standard              N                        36951             75.4444

                                    2520.78               02/01/2031               04/01/2001        0

 652418446         7.5              336000                335750.63                336000            04/01/2001
 TUCSON
                   857190000        02/17/2001            360                      Primary           Refinance
                                    Standard              N                        36951             80
                                    2349.37               03/01/2031               04/01/2001        0

 652418945         7.375            310000                310000                   310000            05/01/2001

 COPPELL           TX               03/14/2001            360                      Primary           Refinance
                   750190000        Standard              N                        36982             79.0816
                                    2141.1                04/01/2031               04/01/2001        0

 652420687         7.5
                                    375000                374441.64                374721.69         03/01/2001
 SAN PEDRO AREA    CA               01/23/2001            360                      Primary           Refinance
                   907320000                                                       Residence
                                    Standard              N                        36951             75
                                    2622.06               02/01/2031               04/01/2001        0

 652421625         7.5              336000                335499.7                 335750.63         03/01/2001
 IRVINE                             01/22/2001            360                      Primary           Refinance
                                                                                   Residence
                   926120000        Standard              N                        36951             51.6923
                                    2349.37               02/01/2031               04/01/2001        0

 652422961         7.5
 TOPANGA                            422000                421686.5                 422000            04/01/2001
                                    02/13/2001            360                      Primary           Refinance
                   902900000        Standard              N                        36982             79.6226

                                    2950.69               03/01/2031               04/01/2001        0

 652423159         7.5              316000                315765.48                315765.48         04/01/2001
 OXNARD                             02/22/2001            360                      Primary           Purchase
                   930350000        Standard              N                        36982             80

                                    2209.52               03/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 652423671         7                400000                399672.12                399672.12         04/01/2001

 MIDDLETOWN        NJ               02/23/2001            360                      Primary           Refinance
                   077370000        Standard              N                        36982             72.7273
                                    2661.21               03/01/2031               04/01/2001        0

 652424560         7
                                    347300                346728.98                347015.32         03/01/2001
 TRABUCO CANYON    CA               01/22/2001            360                      Primary           Refinance
                   926790000                                                       Residence
                                    Standard              N                        36982             73.1158
                                    2310.6                02/01/2031               04/01/2001        0

 652425325         7.25             362500                362217.21                362500            04/01/2001
 MILPITAS                           02/09/2001            360                      Primary           Refinance
                                                                                   Residence
                   950350000        Standard              N                        36951             79.6703
                                    2472.89               03/01/2031               04/01/2001        0

 652428124         7.5
 IRVINE                             413000                412385.06                412693.49         03/01/2001
                                    01/27/2001            360                      Primary           Refinance
                   926200000        Standard              N                        36982             71.8261

                                    2887.76               02/01/2031               04/01/2001        0

 652428154         7.5              300000                299777.35                300000            04/01/2001
 OAK VIEW                           02/07/2001            360                      Primary           Purchase
                   930220000        Standard              N                        36982             76.9231

                                    2097.65               03/01/2031               04/01/2001        0

 652429010         7.5              385000                384714.27                385000            04/01/2001
 SO LAKE TAHOE
                   961500000        02/16/2001            360                      Primary           Refinance
                                    Standard              N                        36951             72.6415
                                    2691.98               03/01/2031               04/01/2001        0

 652429160         7.5              350000                349687.5                 350000            04/01/2001

 LONG BEACH        CA               02/13/2001            360                      Primary           Refinance
                   908030000        Standard              N                        36982             72.9167
                                    2447.26               03/01/2031               04/01/2001        0

 652430195         7.375
                                    313600                313361.37                313361.37         04/01/2001
 PLEASANTON        CA               02/17/2001            360                      Primary           Purchase
                   945660000                                                       Residence
                                    Standard              N                        36982             80
                                    2165.96               03/01/2031               04/01/2001        0

 652430306         7.625            532000                531227.45                531614.95         03/01/2001
 HENDERSON                          01/25/2001            360                      Primary           Refinance
                                                                                   Residence
                   890520000        Standard              N                        36982             70
                                    3765.47               02/01/2031               04/01/2001        0

 652430455         7.625
 LEESBURG                           301500                301281.78                301281.78         04/01/2001
                                    02/22/2001            360                      Primary           Refinance
                   201760000        Standard              N                        36982             74.44

                                    2134                  03/01/2031               04/01/2001        0

 652430734         7.5              351500                350976.64                351239.14         03/01/2001
 TUSTIN                             01/25/2001            360                      Primary           Refinance
                   927820000        Standard              N                        36951             79.8864

                                    2457.74               02/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 652431499         7.375            400000                399695.62                400000            04/01/2001

 LAGUNA BEACH      CA               02/28/2001            360                      Primary           Purchase
                   926510000        Standard              N                        36951             77.2201
                                    2762.71               03/01/2031               04/01/2001        0

 652433384         7.375
                                    472000                472000                   472000            05/01/2001
 RANCHO SANTA      CA               03/08/2001            360                      Primary           Purchase
 MARGAR            926880000                                                       Residence
                                    STANDARD              N                        36982             80
                                    3259.99               04/01/2031               04/01/2001        0

 652433957         7                418000                417657.36                418000            04/01/2001
 SAN FRANCISCO                      02/18/2001            360                      Primary           Refinance
                                                                                   Residence
                   941170000        Standard              N                        36982             37.8281
                                    2780.97               03/01/2031               04/01/2001        0

 652434487         7.125
 RIVERSIDE AREA                     360000                359712.11                360000            04/01/2001
                                    02/21/2001            360                      Primary           Refinance
                   925030000        Standard              N                        36951             80

                                    2425.39               03/01/2031               04/01/2001        0

 652436580         7                441500                441138.1                 441138.1          04/01/2001
 PASADENA AREA                      02/22/2001            360                      Primary           Purchase
                   911070000        Standard              N                        36982             66.7443

                                    2937.32               03/01/2031               04/01/2001        0

 652439790         7.5              380000                379717.98                380000            04/01/2001
 CUPERTINO
                   950140000        02/16/2001            360                      Primary           Refinance
                                    Standard              N                        36951             67.8571
                                    2657.02               03/01/2031               04/01/2001        0

 652439881         7.5              400000                399703.14                400000            04/01/2001

 UNION CITY        CA               02/11/2001            360                      Primary           Refinance
                   945870000        Standard              N                        36951             70.7965
                                    2796.86               03/01/2031               04/01/2001        0

 652439993         7.625
                                    316000                315707.92                315707.92         04/01/2001
 CULVER CITY       CA               02/26/2001            360                      Primary           Refinance
                   902300000                                                       Residence
                                    Standard              N                        36982             78.0247
                                    2236.63               03/01/2031               04/01/2001        63.37

 652440335         7.625            282000                281795.9                 281795.9          04/01/2001
 REDWOOD CITY                       02/22/2001            360                      Primary           Refinance
                                                                                   Residence
                   940610000        Standard              N                        36982             66.3529
                                    1995.98               03/01/2031               04/01/2001        -0.01

 652441467         7.5
 NORWOOD PARK                       303000                302775.13                302775.13         04/01/2001
 TOWNSH                             02/14/2001            360                      Primary           Refinance
                   606310000        Standard              N                        36982             72.1429

                                    2118.62               03/01/2031               04/01/2001        0

 652441798         7.375            355000                354729.87                355000            04/01/2001
 SAN FRANCISCO                      02/05/2001            360                      Primary           Refinance
                   941270000        Standard              N                        36951             50.7143

                                    2451.9                03/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 652442661         7.5              407000                407000                   407000            05/01/2001

 HOUSTON           TX               03/08/2001            360                      Primary           Refinance
                   770060000        STANDARD              N                        36982             44
                                    2845.81               04/01/2031               04/01/2001        0

 652444571         7.375
                                    460000                460000                   460000            05/01/2001
 MISSION VIEJO     CA               03/09/2001            360                      Primary           Refinance
                   926920000                                                       Residence
                                    STANDARD              N                        36982             61.3333
                                    3177.11               04/01/2031               04/01/2001        0

 652444594         7.375            375000                374687.2                 375000            04/01/2001
 CITY OF PLEASANT                   02/13/2001            360                      Primary           Refinance
  HI                                                                               Residence
                   945230000        Standard              N                        36982             74.2574
                                    2590.04               03/01/2031               04/01/2001        27.45

 652446616         7.5
 NEWARK                             341500                341246.56                341500            04/01/2001
                                    02/15/2001            360                      Primary           Refinance
                   945600000        Standard              N                        36951             75.3863

                                    2387.82               03/01/2031               04/01/2001        0

 652447109         7.5              370000                369725.4                 370000            04/01/2001
 SAN JOSE                           02/12/2001            360                      Primary           Refinance
                   951270000        Standard              N                        36951             67.2727

                                    2587.1                03/01/2031               04/01/2001        0

 652447320         7.5              375000                374721.69                375000            04/01/2001
 SANTA BARBARA
                   931010000        02/13/2001            360                      Primary           Refinance
                                    Standard              N                        36951             60.4839
                                    2622.06               03/01/2031               04/01/2001        0

 652448507         7.375            314200                313960.9                 313960.9          04/01/2001

 CHINO HILLS       CA               02/23/2001            360                      Primary           Refinance
                   917090000        Standard              N                        36982             67.5699
                                    2170.11               03/01/2031               04/01/2001        0.01

 652449553         6.875
                                    419200                418847.82                419200            04/01/2001
 MOORPARK          CA               02/06/2001            360                      Primary           Purchase
                   930210000                                                       Residence
                                    Standard              N                        36951             79.9948
                                    2753.85               03/01/2031               04/01/2001        0

 652449762         7.375            360000                360000                   360000            05/01/2001
 CARLSBAD                           03/09/2001            360                      Primary           Purchase
                                                                                   Residence
                   920080000        STANDARD              N                        36982             79.558
                                    2486.44               04/01/2031               04/01/2001        0

 652450161         7.5
 UPLAND                             314500                314500                   314500            05/01/2001
                                    03/07/2001            360                      Primary           Refinance
                   917840000        STANDARD              N                        36982             59.508

                                    2199.03               04/01/2031               04/01/2001        0

 652450518         7.625            335000                334757.54                335000            04/01/2001
 LOS ANGELES                        02/17/2001            360                      Primary           Refinance
                   913240000        Standard              N                        36951             54.918

                                    2371.11               03/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 652450814         7.5              560000                559584.39                560000            04/01/2001

 AGOURA HILLS      CA               02/11/2001            360                      Primary           Refinance
                   913010000        Standard              N                        36951             80
                                    3915.61               03/01/2031               04/01/2001        0

 652451800         7.5
                                    300000                299777.35                300000            04/01/2001
 LOMITA            CA               02/15/2001            360                      Primary           Refinance
                   907170000                                                       Residence
                                    Standard              N                        36951             68.9655
                                    2097.65               03/01/2031               04/01/2001        0

 652453905         7.5              480000                479643.77                480000            04/01/2001
 LA CANADA                          02/22/2001            360                      Primary           Refinance
                                                                                   Residence
                   910110000        Standard              N                        36951             79.3388
                                    3356.23               03/01/2031               04/01/2001        0

 652454484         7
 SUNNYVALE                          478000                477608.18                478000            04/01/2001
                                    02/19/2001            360                      Primary           Refinance
                   940860000        Standard              N                        36951             63.7333

                                    3180.15               03/01/2031               04/01/2001        0

 652456216         7.25             332000                332000                   332000            05/01/2001
 IRVINE                             03/13/2001            360                      Primary           Purchase
                   926180000        Standard              N                        36982             80

                                    2264.83               04/01/2031               04/01/2001        0

 652456408         7.5              374000                373722.43                374000            04/01/2001
 PLACENTIA
                   928700000        02/22/2001            360                      Primary           Refinance
                                    Standard              N                        36951             77.9167
                                    2615.07               03/01/2031               04/01/2001        0

 652456753         7.5              432000                431679.39                432000            04/01/2001

 SAN ANSELMO       CA               02/17/2001            360                      Primary           Refinance
                   949600000        Standard              N                        36951             74.4828
                                    3020.61               03/01/2031               04/01/2001        0

 652457090         7.5
                                    334500                334251.75                334500            04/01/2001
 NAPA              CA               02/20/2001            360                      Primary           Refinance
                   945580000                                                       Residence
                                    Standard              N                        36951             74.3333
                                    2338.88               03/01/2031               04/01/2001        0

 652457186         7.625            580000                579580.21                580000            04/01/2001
 SAN DIEGO                          02/22/2001            360                      Primary           Refinance
                                                                                   Residence
                   921300000        Standard              N                        36951             78.3784
                                    4105.21               03/01/2031               04/01/2001        0

 652457712         7.375
 SANTA ANA                          430000                430000                   430000            05/01/2001
                                    03/07/2001            360                      Primary           Refinance
                   927050000        STANDARD              N                        36982             60.1399

                                    2969.91               04/01/2031               04/01/2001        0

 652458618         7.375            296000                296000                   296000            05/01/2001
 THOUSAND OAKS                      03/10/2001            360                      Primary           Refinance
                   913200000        STANDARD              N                        36982             80

                                    2044.4                04/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 652459645         7.25             334000                334000                   334000            05/01/2001

 ALISO VIEJO       CA               03/01/2001            360                      Primary           Refinance
                   926560000        STANDARD              N                        36982             75.9091
                                    2278.47               04/01/2031               04/01/2001        0

 652459735         7.375
                                    427600                427274.63                427600            04/01/2001
 LIVERMORE         CA               02/23/2001            360                      Primary           Purchase
                   945500000                                                       Residence
                                    Standard              N                        36951             84.993
                                    2953.33               03/01/2031               04/01/2001        0

 652462515         7.625            420000                419696.01                420000            04/01/2001
 SANTA CLARITA                      02/23/2001            360                      Primary           Refinance
                                                                                   Residence
                   913505229        Standard              N                        36951             80
                                    2972.74               03/01/2031               04/01/2001        0

 652468568         7.5
 LIBERTYVILLE                       440000                440000                   440000            05/01/2001
                                    03/15/2001            360                      Primary           Refinance
                   600480000        Standard              N                        36982             53.5606

                                    3076.55               04/01/2031               04/01/2001        0

 652469623         7.375            460000                460000                   460000            05/01/2001
 LIVERMORE                          03/13/2001            360                      Primary           Refinance
                   945500000        STANDARD              N                        36982             69.697

                                    3177.11               04/01/2031               04/01/2001        0

 652470244         7.375            413200                413200                   413200            05/01/2001
 FOSTER CITY
                   944040000        03/13/2001            360                      Primary           Refinance
                                    STANDARD              N                        36982             34.4333
                                    2853.87               04/01/2031               04/01/2001        0

 652473812         7.375            390000                390000                   390000            05/01/2001

 LOS ANGELES       CA               03/07/2001            360                      Primary           Refinance
                   900640000        STANDARD              N                        36982             65
                                    2693.64               04/01/2031               04/01/2001        0

 652474009         7.375
                                    337000                337000                   337000            05/01/2001
 SAN FRANCISCO     CA               03/07/2001            360                      Primary           Refinance
                   941160000                                                       Residence
                                    Standard              N                        36982             61.8349
                                    2327.58               04/01/2031               04/01/2001        0

 652475765         7.375            493000                493000                   493000            05/01/2001
 SANTA MONICA                       03/16/2001            360                      Primary           Refinance
                                                                                   Residence
                   904010000        Standard              N                        36982             78.254
                                    3405.03               04/01/2031               04/01/2001        0

 652476845         7.375
 RIVERSIDE                          380000                380000                   380000            05/01/2001
                                    03/07/2001            360                      Primary           Refinance
                   925060000        Standard              N                        36982             79.1667

                                    2624.57               04/01/2031               04/01/2001        0

 652477211         7.375            300000                300000                   300000            05/01/2001
 WALNUT                             03/10/2001            360                      Primary           Refinance
                   917890000        STANDARD              N                        36982             66.6667

                                    2072.03               04/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 685032783         7.625            348000                347748.12                347748.12         04/01/2001

 BIRMINGHAM        MI               02/23/2001            360                      Primary           Purchase
                   480090000        Standard              N                        36982             80
                                    2463.13               03/01/2031               04/01/2001        0

 685035880         7.5
                                    305000                304545.87                304773.64         03/01/2001
 ELINGTON          CT               01/29/2001            360                      Primary           Purchase
                   060290000                                                       Residence
                                    Standard              N                        36982             77.8061
                                    2132.61               02/01/2031               04/01/2001        0

 685039549         7.375            469000                468284.06                468643.13         03/01/2001
 PASADENA                           01/26/2001            360                      Primary           Refinance
                                                                                   Residence
                   911050000        Standard              N                        36982             31.2667
                                    3239.27               02/01/2031               04/01/2001        0

 685040325         7.5
 SAINT AUGUSTINE                    465000                464654.9                 465000            04/01/2001
                                    02/02/2001            360                      Primary           Purchase
                   320800000        Standard              N                        36951             54.0698

                                    3251.35               03/01/2031               04/01/2001        0

 685043759         7.5              396000                395410.38                395706.11         03/01/2001
 ALAMO                              01/17/2001            360                      Primary           Refinance
                   945070000        Standard              N                        36951             36.6667

                                    2768.89               02/01/2031               04/01/2001        0

 685043805         7.375            407150                406528.47                406840.19         03/01/2001
 EL DORADO HILLS
                   957620000        01/29/2001            360                      Primary           Purchase
                                    Standard              N                        36982             79.9925
                                    2812.09               02/01/2031               04/01/2001        0

 685045187         7.5              365500                365228.38                365500            04/01/2001

 SUMMIT            NJ               02/06/2001            360                      Primary           Purchase
                   079010000        Standard              N                        36982             85
                                    2555.63               03/01/2031               04/01/2001        0

 685046899         7.625
                                    464900                464563.51                464900            04/01/2001
 SAN DIMAS         CA               02/12/2001            360                      Primary           Purchase
                   917730000                                                       Residence
                                    Standard              N                        36982             84.9909
                                    3290.54               03/01/2031               04/01/2001        0

 685047306         7.375            306000                306000                   306000            05/01/2001
 MEDFIELD                           03/15/2001            360                      Primary           Purchase
                                                                                   Residence
                   020520000        Standard              N                        36982             90
                                    2113.47               04/01/2031               04/01/2001        0

 685048368         7.25
 OAKLAND                            374000                373708.24                374000            04/01/2001
                                    02/01/2001            360                      Primary           Refinance
                   946180000        Standard              N                        36982             58.4375

                                    2551.34               03/01/2031               04/01/2001        0

 685048841         7.5              350000                349740.24                350000            04/01/2001
 DANVILLE                           02/08/2001            360                      Primary           Refinance
                   945260000        Standard              N                        36982             51.0949

                                    2447.26               03/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 685048932         7.375            350000                350000                   350000            05/01/2001

 BERKELEY          CA               03/14/2001            360                      Primary           Refinance
                   947050000        Standard              N                        36982             48.2759
                                    2417.37               04/01/2031               04/01/2001        0

 685049263         7.125
                                    337000                336429.84                336429.84         03/01/2001
 NOVATO            CA               01/25/2001            360                      Primary           Refinance
                   949470000                                                       Residence
                                    Standard              N                        36982             67.4
                                    2270.44               02/01/2031               04/01/2001        29.55

 685050366         7.625            474200                473856.79                474200            04/01/2001
 MURPHYS                            02/23/2001            360                      Primary           Refinance
                                                                                   Residence
                   952470000        Standard              N                        36951             55.7882
                                    3356.36               03/01/2031               04/01/2001        0

 685050565         7.375
 PURCELLVILLE                       299000                298525.55                298754.57         03/01/2001
                                    01/26/2001            360                      Primary           Refinance
                   201320000        Standard              N                        36982             70.3529

                                    2065.12               02/01/2031               04/01/2001        0

 685051667         7.375            464000                464000                   464000            05/01/2001
 SCOTTS VALLEY                      03/05/2001            360                      Primary           Purchase
                   950660000        Standard              N                        36982             80

                                    3204.74               04/01/2031               04/01/2001        0

 685054212         7.5              360000                359349.86                360000            04/01/2001
 SAN JOSE
                   951200000        02/07/2001            240                      Primary           Refinance
                                    Standard              N                        36982             48
                                    2900.14               03/01/2021               04/01/2001        0

 685058464         7.5              367000                366727.63                367000            04/01/2001

 REDDING           CA               02/20/2001            360                      Primary           Purchase
                   960010000        Standard              N                        36951             76.4583
                                    2566.12               03/01/2031               04/01/2001        0

 685061738         7.375
                                    385700                385700                   385700            05/01/2001
 BOULDER           CO               03/03/2001            360                      Primary           Refinance
                   803050000                                                       Residence
                                    Standard              N                        36982             66.5
                                    2663.94               04/01/2031               04/01/2001        0

 685061993         7.375            352000                352000                   352000            05/01/2001
 WILMETTE                           03/09/2001            360                      Primary           Refinance
                                                                                   Residence
                   600910000        Standard              N                        36982             76.5217
                                    2431.18               04/01/2031               04/01/2001        0

 685065034         7.375
 MAPLE VALLEY                       326250                326250                   326250            05/01/2001
                                    03/09/2001            360                      Primary           Refinance
                   980380000        Standard              N                        36982             75

                                    2253.33               04/01/2031               04/01/2001        0

 685065466         7.5              336500                336500                   336500            05/01/2001
 STEAMBOAT                          03/12/2001            360                      Second Home       Refinance
 SPRINGS           804870000        Standard              N                        36982             43.7013

                                    2352.86               04/01/2031               04/01/2001        0






 Loan ID          Rate             Orig Loan Amount       Issue Date Balance      Current UPB       First Pay Date

 City                              Note Date              Orig Term               Occupancy         Purpose
                  Zip              Processing Style       Buydown Ind             Paid to Date      LTV
                                   P & I                  Maturity Date           Issue Date        Unscheduled Payments

 702001377         7.5              306000                305772.9                 306000            04/01/2001

 HENDERSON         NV               02/01/2001            360                      Primary           Purchase
                   890520000        Standard              N                        36982             90
                                    2139.6                03/01/2031               04/01/2001        0

 702001388         7.5
                                    297000                296779.58                296779.58         04/01/2001
 ATLANTA           GA               02/13/2001            360                      Primary           Purchase
                   303070000                                                       Residence
                                    Standard              N                        36982             90
                                    2076.67               03/01/2031               04/01/2001        0



</TABLE>





<PAGE>


                                    EXHIBIT F


                           FORM OF REQUEST FOR RELEASE

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

          Re:  Custodial  Agreement dated as of April 26, 2001 by and among GMAC
               Mortgage   Corporation,   as   Servicer,   Bank   One,   National
               Association, as Trustee and Escrow Bank USA, as Custodian

               In connection with the  administration of the Mortgage Loans held
by you, as Custodian,  pursuant to the above-captioned  Custodial Agreement,  we
request the release, and hereby acknowledge receipt, of the Custodian's Mortgage
File for the  Mortgage  Loan  described  below,  for the reason  indicated.  All
amounts  received or to be received in connection  with the liquidation or other
termination  of or the payment in full and the  termination of the Mortgage Loan
described  below that are required to be  deposited  pursuant to the Pooling and
Servicing  Agreement,  dated as of  April  26,  2001,  among  Residential  Asset
Mortgage Products,  Inc., the Servicer and the Trustee,  have been or will be so
deposited.

Mortgage Loan Number:

Mortgagor Name, Address & Zip Code:

Reasons for Requesting Documents (check one):

            1.
                    Mortgage Paid in Full
-----------
            2.
                    Foreclosure
-----------
            3.
                    Substitution
-----------
            4.
                    Other Liquidation
-----------
            5.
                    Non-liquidation
-----------

                                     By: .............................
                                            (authorized signer)

                                     Servicer: .......................

                                     Address: ........................

                                     .................................

                                     Date: ...........................
[Custodian?]





                                        F-1

<PAGE>




                                   EXHIBIT G-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

STATE OF                         )
                                 )    ss.:
COUNTY OF                        )
               [NAME OF OFFICER], being first duly sworn, deposes and says:

1.    That he is [Title of  Officer]  of [Name of Owner]  (record or  beneficial
owner of the GMACM Mortgage Pass-Through  Certificates,  Series 2001-J2, Class R
(the  "Owner")),  a  [savings  institution]  [corporation]  duly  organized  and
existing  under the laws of [the State of ] [the  United  States],  on behalf of
which he makes this affidavit and agreement.

2. That the Owner (i) is not and will not be a "disqualified organization" or an
electing  large  partnership  as of [date of  transfer]  within  the  meaning of
Sections 860E(e)(5) and 775, respectively, of the Internal Revenue Code of 1986,
as amended (the "Code") or an electing large partnership under Section 775(a) of
the Code,  (ii) will endeavor to remain other than a  disqualified  organization
for so long as it retains its  ownership  interest in the Class R  Certificates,
and (iii) is acquiring the Class R  Certificates  for its own account or for the
account of another  Owner from which it has received an affidavit  and agreement
in  substantially  the same  form as this  affidavit  and  agreement.  (For this
purpose, a "disqualified organization" means an electing large partnership under
Section 775 of the Code, the United States,  any state or political  subdivision
thereof,  any agency or  instrumentality  of any of the foregoing (other than an
instrumentality  all of the  activities of which are subject to tax and,  except
for the Federal  Home Loan  Mortgage  Corporation,  a majority of whose board of
directors  is not  selected  by any such  governmental  entity)  or any  foreign
government,  international organization or any agency or instrumentality of such
foreign government or organization, any rural electric or telephone cooperative,
or any organization (other than certain farmers' cooperatives) that is generally
exempt from federal income tax unless such organization is subject to the tax on
unrelated business taxable income).

3. That the Owner is aware (i) of the tax that would be imposed on  transfers of
Class  R  Certificates   to   disqualified   organizations   or  electing  large
partnerships,  under  the  Code,  that  applies  to all  transfers  of  Class  R
Certificates after March 31, 1988; (ii) that such tax would be on the transferor
(or,  with  respect to transfers to electing  large  partnerships,  on each such
partnership),  or, if such transfer is through an agent (which person includes a
broker,  nominee or middleman)  for a disqualified  organization,  on the agent;
(iii) that the person  (other than with respect to  transfers to electing  large
partnerships)  otherwise  liable for the tax shall be relieved of liability  for
the tax if the  transferee  furnishes  to such  person  an  affidavit  that  the
transferee is not a disqualified organization and, at the time of transfer, such
person does not have actual knowledge that the affidavit is false; and (iv) that
the Class R Certificates  may be  "noneconomic  residual  interests"  within the
meaning of Treasury  regulations  promulgated  pursuant to the Code and that the
transferor of a noneconomic  residual  interest will remain liable for any taxes
due with respect to the income on such residual interest,  unless no significant
purpose of the transfer was to impede the assessment or collection of tax.

4. That the Owner is aware of the tax imposed on a "pass-through entity" holding
Class R  Certificates  if either the  pass-through  entity is an electing  large
partnership  under  Section 775 of the if at any time during the taxable year of
the pass-through  entity a disqualified  organization is the record holder of an
interest in such entity.  (For this purpose,  a "pass through entity" includes a
regulated  investment  company,  a real estate  investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)

                                        G-1-1

<PAGE>

5. The Owner is a citizen or  resident  of the  United  States,  a  corporation,
partnership  or other entity  created or organized in, or under the laws of, the
United  States or any  political  subdivision  thereof  (except in the case of a
partnership, to the extent provided in Treasury regulations),  or an estate that
is described in Section 7701(a)(30)(D) of the Code, or a trust that is described
in Section 7701(a)(30)(E) of the Code.

6. That the Owner is aware that the Trustee  will not  register  the transfer of
any Class R  Certificates  unless the  transferee,  or the  transferee's  agent,
delivers to it an affidavit and agreement,  among other things, in substantially
the same form as this affidavit and agreement.  The Owner expressly  agrees that
it will not consummate any such transfer if it knows or believes that any of the
representations contained in such affidavit and agreement are false.

7. That the Owner has  reviewed  the  restrictions  set forth on the face of the
Class R Certificates  and the  provisions of Section  5.02(f) of the Pooling and
Servicing  Agreement  under  which  the Class R  Certificates  were  issued  (in
particular,  clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize the
Trustee to deliver  payments  to a person  other than the Owner and  negotiate a
mandatory sale by the Trustee in the event the Owner holds such  Certificates in
violation of Section 5.02(f)).  The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.

8. That the Owner consents to any additional  restrictions or arrangements  that
shall be deemed  necessary  upon advice of counsel to  constitute  a  reasonable
arrangement to ensure that the Class R Certificates will only be owned, directly
or indirectly, by an Owner that is not a disqualified organization.

9.      The Owner's Taxpayer Identification Number is _______________________.

10. This affidavit and agreement  relates only to the Class R Certificates  held
by the Owner and not to any other holder of the Class R Certificates.  The Owner
understands  that the  liabilities  described  herein relate only to the Class R
Certificates.

11. That no purpose of the Owner  relating to the transfer of any of the Class R
Certificates  by the Owner is or will be to impede the  assessment or collection
of any tax.

12.  That the Owner has no  present  knowledge  or  expectation  that it will be
unable  to  pay  any  United  States  taxes  owed  by it so  long  as any of the
Certificates remain outstanding.  In this regard, the Owner hereby represents to
and for the benefit of the person from whom it acquired the Class R  Certificate
that the Owner  intends  to pay  taxes  associated  with  holding  such  Class R
Certificate  as they  become  due,  fully  understanding  that it may  incur tax
liabilities in excess of any cash flows generated by the Class R Certificate.

13. That the Owner has no present  knowledge or expectation  that it will become
insolvent or subject to a bankruptcy  proceeding for so long as any of the Class
R Certificates remain outstanding.

14. The  Purchaser is not an employee  benefit plan or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income Security Act
of 1974, as amended  ("ERISA"),  or Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code"),  or an investment  manager,  named fiduciary or a
trustee of any such plan, or any other Person acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of any such plan.

                                        G-1-2

<PAGE>


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




                                            [NAME OF OWNER]



                                            By:
                                               ------------------------------
                                                 [Name of Officer]
                                                 [Title of Officer]
[Corporate Seal]

ATTEST:


[Assistant] Secretary

               Personally  appeared before me the above-named [Name of Officer],
known  or  proved  to me to be  the  same  person  who  executed  the  foregoing
instrument and to be the [Title of Officer] of the Owner, and acknowledged to me
that he executed  the same as his free act and deed and the free act and deed of
the Owner.

               Subscribed and sworn before me this 26th day of April, 2001.




                            NOTARY PUBLIC



                       COUNTY OF
                                ----------------------------------
                       STATE OF
                               -----------------------------------
                        My Commission  expires the day of _____,20___ .



                                        G-1-3

<PAGE>


                                   EXHIBIT G-2


                         FORM OF TRANSFEROR CERTIFICATE


                                             _______________, 20___




Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota  55437

Bank One, National Association
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois  60670-0126

Attention:  Residential Asset Mortgage Products, Inc.,  Series 2001-J2

               Re:    GMACM Mortgage Pass-Through Certificates,
                      Series 2001-J2, Class R

Ladies and Gentlemen:

     This  letter  is  delivered  to you in  connection  with  the  transfer  by
______________  (the  "Seller")  to   _________________   (the  "Purchaser")  of
$_____________   Initial   Certificate   Principal  Balance  of  GMACM  Mortgage
Pass-Through  Certificates,   Series  2001-J2,  Class  R  (the  "Certificates"),
pursuant to Section 5.02 of the Pooling and  Servicing  Agreement  (the "Pooling
and Servicing  Agreement"),  dated as of April 26, 2001 among  Residential Asset
Mortgage Products,  Inc., as seller (the "Company"),  GMAC Mortgage Corporation,
as servicer, and Bank One, National Association, as trustee (the "Trustee"). All
terms used herein and not otherwise defined shall have the meanings set forth in
the Pooling and Servicing Agreement. The Seller hereby certifies, represents and
warrants to, and covenants with, the Company and the Trustee that:

1. No purpose of the Seller  relating to the transfer of the  Certificate by the
Seller to the Purchaser is or will be to impede the  assessment or collection of
any tax.

2. The Seller  understands  that the  Purchaser has delivered to the Trustee and
the Servicer a transfer  affidavit  and  agreement  in the form  attached to the
Pooling and  Servicing  Agreement  as Exhibit  G-1.  The Seller does not know or
believe that any representation contained therein is false.

3.  The  Seller  has  at  the  time  of  the  transfer  conducted  a  reasonable
investigation  of the financial  condition of the Purchaser as  contemplated  by
Treasury  Regulations  Section  1.860E-1(c)(4)(i)  and,  as  a  result  of  that
investigation,  the Seller has  determined  that the Purchaser has  historically
paid its debts as they  become  due and has  found no  significant  evidence  to
indicate  that the  Purchaser  will not continue to pay its debts as they become
due in the  future.  The  Seller  understands  that  the  transfer  of a Class R
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.


                                        G-2-1
<PAGE>


                      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 600 Minneapolis, Minnesota 55437

Bank One, National Association
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois  60670-0126

GMAC Mortgage Corporation
100 Witmer Road
Horsham, Pennsylvania  19044

Attention:  Residential Asset Mortgage Products, Inc. Series 2001-J2

               RE:    GMACM Mortgage Pass-Through Certificates,
                      Series 2001-J2, [Class B-[ ]]

Ladies and Gentlemen:

     ____________________   (the   "Purchaser")   intends   to   purchase   from
_______________  (the "Seller")  $______________  Initial Certificate  Principal
Balance of GMACM Mortgage Pass-Through Certificates,  Series 2001-J2, Class (the
"Certificates"),  issued  pursuant to the Pooling and Servicing  Agreement  (the
"Pooling and Servicing Agreement"), dated as of April 26, 2001 among Residential
Asset  Mortgage  Products,  Inc.,  as  seller  (the  "Company"),  GMAC  Mortgage
Corporation,  as Servicer (the "Servicer"),  and __________________,  as trustee
(the "Trustee").  All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement.  The Purchaser hereby
certifies,  represents  and warrants to, and covenants  with,  the Company,  the
Trustee and the Servicer that:

          1.   The Purchaser understands that (a) the Certificates have not been
               and will not be registered or qualified  under the Securities Act
               of 1933, as amended (the "Act") or any state  securities law, (b)
               the  Company  is not  required  to so  register  or  qualify  the
               Certificates,   (c)  the  Certificates  may  be  resold  only  if
               registered and qualified pursuant to the provisions of the Act or
               any  state   securities   law,  or  if  an  exemption  from  such
               registration and qualification is available,  (d) the Pooling and
               Servicing Agreement contains restrictions  regarding the transfer
               of the Certificates  and (e) the Certificates  will bear a legend
               to the foregoing effect.

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

                                        H-1
<PAGE>

               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
               April 26, 2001,  relating to the Certificates [(b)] a copy of the
               Pooling  and   Servicing   Agreement   and  [b]  [c]  such  other
               information  concerning the Certificates,  the Mortgage Loans and
               the  Company  as has been  requested  by the  Purchaser  from the
               Company or the Seller and is relevant to the Purchaser's decision
               to purchase the Certificates. The Purchaser has had any questions
               arising from such review answered by the Company or the Seller to
               the  satisfaction  of the  Purchaser.  [If the  Purchaser did not
               purchase the Certificates  from the Seller in connection with the
               initial  distribution of the Certificates and was provided with a
               copy  of the  Private  Placement  Memorandum  (the  "Memorandum")
               relating  to the  original  sale  (the  "Original  Sale")  of the
               Certificates by the Company, the Purchaser acknowledges that such
               Memorandum was provided to it by the Seller,  that the Memorandum
               was prepared by the Company solely for use in connection with the
               Original  Sale  and  the  Company  did  not   participate  in  or
               facilitate  in any way the  purchase of the  Certificates  by the
               Purchaser from the Seller,  and the Purchaser agrees that it will
               look solely to the Seller and not to the Company  with respect to
               any damage, liability, claim or expense arising out of, resulting
               from or in  connection  with (a) error or  omission,  or  alleged
               error  or  omission,  contained  in the  Memorandum,  or (b)  any
               information,  development  or event arising after the date of the
               Memorandum.]

          5.   The  Purchaser has not and will not nor has it authorized or will
               it authorize any person to (a) offer, pledge, sell, dispose of or
               otherwise   transfer  any   Certificate,   any  interest  in  any
               Certificate  or any other  similar  security to any person in any
               manner,  (b)  solicit  any  offer to buy or to  accept a  pledge,
               disposition of other transfer of any Certificate, any interest in
               any Certificate or any other similar  security from any person in
               any manner,  (c) otherwise  approach or negotiate with respect to
               any  Certificate,  any interest in any  Certificate  or any other
               similar  security  with any  person in any  manner,  (d) make any
               general  solicitation  by means of general  advertising or in any
               other manner or (e) take any other action, that (as to any of (a)
               through  (e)  above)  would  constitute  a  distribution  of  any
               Certificate  under the Act, that would render the  disposition of
               any  Certificate a violation of Section 5 of the Act or any state
               securities   law,   or  that  would   require   registration   or
               qualification  pursuant  thereto.  The Purchaser will not sell or
               otherwise transfer any of the Certificates,  except in compliance
               with the provisions of the Pooling and Servicing Agreement.

          6.   The Purchaser

               (a)  is not an  employee  benefit  or other  plan  subject to the
                    prohibited transaction provisions of the Employee Retirement
                    Income  Security  Act of  1974,  as  amended  ("ERISA"),  or
                    Section  4975  of the  Internal  Revenue  Code of  1986,  as
                    amended  (a  "Plan"),  or any  other  person  (including  an
                    investment  manager,  a named  fiduciary or a trustee of any
                    Plan)  acting,  directly  or  indirectly,  on  behalf  of or
                    purchasing  any  Certificate  with "plan assets" of any Plan
                    within  the  meaning  of the  Department  of  Labor  ("DOL")
                    regulation at 29 C.F.R. ss.2510.3-101; or

               (b)  is an insurance  company,  the source of funds to be used by
                    it to purchase the  Certificates  is an  "insurance  company

                                        H-2

<PAGE>

                    general  account"  (within  the  meaning  of DOL  Prohibited
                    Transaction Class Exemption  ("PTCE") 95-60), and conditions
                    set  forth in  Sections  I and III of PTCE  95-60  have been
                    satisfied.

        In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants with, the Company, the Trustee and the Servicer that the Purchaser
will not transfer  such  Certificates  to any Plan or person unless such Plan or
person meets the requirements set forth in either 6(a) or (b) above.


                            Very truly yours,





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



                                        H-3

<PAGE>


                                    EXHIBIT I


                    FORM OF TRANSFEROR REPRESENTATION LETTER


                                                _________ , 20___




Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437

Bank One, National Association
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois  60670-0126

Attention: Residential Asset Mortgage Products, Inc.,  Series 2001-J2

               Re:    GMACM Mortgage Pass-Through Certificates,
                      Series 2001-J2, [Class B-[ ]]

Ladies and Gentlemen:

     In  connection  with  the  sale  by  _________________  (the  "Seller")  to
__________ (the "Purchaser") of  $_____________  Initial  Certificate  Principal
Balance of GMACM Mortgage Pass-Through Certificates,  Series 2001-J2, Class (the
"Certificates"),  issued  pursuant to the Pooling and Servicing  Agreement  (the
"Pooling  and  Servicing  Agreement"),   dated  as  of  April  26,  2001,  among
Residential  Asset  Mortgage  Products,  Inc., as seller (the  "Company"),  GMAC
Mortgage  Corporation,  as  Servicer,  and Bank One,  National  Association,  as
trustee (the "Trustee").  The Seller hereby  certifies,  represents and warrants
to, and covenants with, the Company and the Trustee that:

               Neither  the  Seller  nor  anyone  acting on its  behalf  has (a)
offered,  pledged,  sold, disposed of or otherwise  transferred any Certificate,
any interest in any  Certificate or any other similar  security to any person in
any  manner,  (b)  has  solicited  any  offer  to buy  or to  accept  a  pledge,
disposition  or  other  transfer  of  any  Certificate,   any  interest  in  any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar  security with any person in any manner,
(d) has made any general  solicitation by means of general advertising or in any
other manner, or (e) has taken any other action,  that (as to any of (a) through
(e)  above)  would  constitute  a  distribution  of the  Certificates  under the
Securities  Act of 1933 (the "Act"),  that would render the  disposition  of any
Certificate a violation of Section 5 of the Act or any state  securities law, or
that would require  registration or qualification  pursuant thereto.  The Seller
will not act, in any manner set forth in the foregoing  sentence with respect to
any Certificate.  The Seller has not and will not sell or otherwise transfer any
of the Certificates, except in compliance with the provisions of the Pooling and
Servicing Agreement.



                                        I-1
<PAGE>

                      Very truly yours,


                      (Seller)



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



                                        I-2


<PAGE>



                                    EXHIBIT J


                        [FORM OF RULE 144A INVESTMENT REPRESENTATION]

                   Description of Rule 144A Securities, including numbers:



               The  undersigned  seller,  as registered  holder (the  "Seller"),
intends to transfer the Rule 144A Securities  described above to the undersigned
buyer (the "Buyer").

1. In  connection  with such  transfer  and in  accordance  with the  agreements
pursuant  to which the Rule 144A  Securities  were  issued,  the  Seller  hereby
certifies  the  following  facts:  Neither  the Seller nor anyone  acting on its
behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule
144A  Securities,  any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or other
disposition  of  the  Rule  144A  Securities,  any  interest  in the  Rule  144A
Securities  or any other  similar  security  from,  or otherwise  approached  or
negotiated  with respect to the Rule 144A  Securities,  any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general  solicitation  by means of general  advertising or in any other
manner,  or taken any other action,  that would constitute a distribution of the
Rule 144A  Securities  under the  Securities  Act of 1933, as amended (the "1933
Act"),  or that  would  render the  disposition  of the Rule 144A  Securities  a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or  another  "qualified  institutional  buyer" as defined in Rule
144A under the 1933 Act.

2. The Buyer  warrants and represents  to, and covenants  with, the Seller,  the
Trustee and the Servicer (as defined in the Pooling and Servicing Agreement (the
"Agreement"),  dated as of April 26,  2001 among GMAC  Mortgage  Corporation  as
Servicer,  Residential Asset Mortgage  Products,  Inc. as depositor  pursuant to
Section 5.02 of the Agreement and Bank One, National  Association,  as trustee),
as follows:

(a)     The  Buyer  understands  that the  Rule  144A  Securities  have not been
        registered under the 1933 Act or the securities laws of any state.

(b)     The Buyer considers  itself a substantial,  sophisticated  institutional
        investor  having such knowledge and experience in financial and business
        matters  that it is  capable  of  evaluating  the  merits  and  risks of
        investment in the Rule 144A Securities.

(c)     The Buyer has been  furnished  with all  information  regarding the Rule
        144A  Securities  that it has requested from the Seller,  the Trustee or
        the Servicer.

(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

                                        J-1
<PAGE>

     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.

               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-2
<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.

--   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.


                                        J-3

<PAGE>

--   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.

                           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.

                                        j-4
<PAGE>



                                            Print Name of Buyer


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


                                            Date:
                                                 -------------------------------


                                        j-5

<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.

               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.

                                        J-6

<PAGE>


                                            Print Name of Buyer


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


                                            IF AN ADVISER:


                                             Print Name of Buyer


                                            Date:
                                                 -------------------------------

                                        J-7

<PAGE>



                                    EXHIBIT K


                 FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN


                                               __________, 20___




Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota  55437

Bank One, National Association
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois  60670-0126

Attention:  Residential Asset Mortgage Products, Inc., Series 2001-J2

               Re:    GMACM Mortgage Pass-Through Certificates, Series
                      2001-J2 Assignment of Mortgage Loan

Ladies and Gentlemen:

     This letter is delivered to you in connection  with the  assignment by Bank
One, National  Association (the "Trustee") to _______________  (the "Lender") of
______________  (the "Mortgage Loan") pursuant to Section 3.13(d) of the Pooling
and Servicing  Agreement  (the "Pooling and Servicing  Agreement"),  dated as of
April 26, 2001 among Residential Asset Mortgage  Products,  Inc., as seller (the
"Company"),  GMAC Mortgage Corporation,  as Servicer, and the Trustee. All terms
used herein and not  otherwise  defined shall have the meanings set forth in the
Pooling and Servicing  Agreement.  The Lender hereby  certifies,  represents and
warrants to, and covenants with, the Servicer and the Trustee that:

(i) the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction
in which an  assignment  in lieu of  satisfaction  is required to preserve  lien
priority,  minimize or avoid mortgage  recording taxes or otherwise comply with,
or facilitate a refinancing under, the laws of such jurisdiction;

(ii) the substance of the assignment is, and is intended to be, a refinancing of
such Mortgage Loan and the form of the  transaction is solely to comply with, or
facilitate the transaction under, such local laws;

(iii) the Mortgage Loan  following the proposed  assignment  will be modified to
have a rate of  interest  at least  0.25  percent  below  or  above  the rate of
interest on such Mortgage Loan prior to such proposed assignment; and

(iv) such  assignment  is at the  request  of the  borrower  under  the  related
Mortgage Loan.



                                            Very truly yours,


                                    (Lender)

                                        K-1
<PAGE>

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


                                        K-2


<PAGE>



                                    EXHIBIT L

                         SCHEDULE OF DISCOUNT FRACTIONS

     Loan
    Number  Scheduled Balances Net Rate      PO Amount      Discount Fraction
------------------------------------------------------------------------------
  510790306    $450,000.00      6.5000      $16,666.67          0.03703704
  510837503    $416,000.00      6.5000      $15,407.41          0.03703704
  510839202    $390,000.00      6.5000      $14,444.44          0.03703704
  510906803    $650,000.00      6.6250      $12,037.04          0.01851852
  652198694    $314,768.70      6.6250       $5,829.05          0.01851852
  652407178    $296,499.53      6.6250       $5,490.73          0.01851852
  652449553    $418,847.82      6.6250       $7,756.44          0.01851852
  412399230    $302,745.45      6.6250       $5,606.40          0.01851852
  510677008    $361,600.00      6.6250       $6,696.30          0.01851852
  513355107    $356,000.00      6.6250       $6,592.59          0.01851852



<PAGE>



                                    EXHIBIT M

                          INFORMATION TO BE INCLUDED IN
                       MONTHLY DISTRIBUTION DATE STATEMENT



(i)     (a) the amount of such  distribution to the  Certificateholders  of such
        Class applied to reduce the Certificate  Principal Balance thereof,  and
        (b)  the  aggregate  amount  included  therein  representing   Principal
        Prepayments;

(ii) the amount of such  distribution  to Holders of such Class of  Certificates
     allocable to interest;

(iii)   if the distribution to the Holders of such Class of Certificates is less
        than the full  amount  that would be  distributable  to such  Holders if
        there  were  sufficient  funds  available  therefor,  the  amount of the
        shortfall;

(iv)    the amount of any Advance by the Servicer pursuant to Section 4.04;

(v)  the number and Pool Stated  Principal  Balance of the Mortgage  Loans after
     giving effect to the distribution of principal on such Distribution Date;

(vi) the  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  and  book  value 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 and the  Accretion
     Termination Date;

(xiii) the related Senior Accelerated Distribution Percentage applicable to such
     distribution;

(xiv)   the related Senior Percentage for such Distribution Date; and


                                        M-1
<PAGE>

(xv)    the amount of Realized Losses  allocated on such  Distribution  Date and
        the cumulative amount of Realized Losses as of such Distribution Date.

In the case of information furnished pursuant to clauses (i) and (ii) above, the
amounts  shall be expressed  as a dollar  amount per  Certificate  with a $1,000
denomination.






                                        M-2

<PAGE>




                                    EXHIBIT N

                          FORM OF INITIAL CERTIFICATION

                                 April __, 2001


Bank One, National Association                GMAC Mortgage Corporation
1 Bank One Plaza, Suite IL1-0126              100 Witmer Road
Chicago, Illinois  60670-0126                 Horsham, Pennsylvania  19044


Attention:  Residential Asset Mortgage Products, Inc., Series 2001-J2

               Re:  Custodial Agreement dated as of April 26, 2001, by and among
                    Bank One, National  Association,  as Trustee,  GMAC Mortgage
                    Corporation, as Servicer, and Escrow Bank USA, as Custodian

Ladies and Gentlemen:

               In accordance with Section 2.2 of the  above-captioned  Custodial
Agreement,   and  subject  to  Section  2.02  of  the  Pooling  Agreement,   the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
(which  contains an original  Mortgage Note or an original  lost note  affidavit
with a copy of the related  Mortgage  Note, if  available)  with respect to each
Mortgage  Loan listed in the  Mortgage  Loan  Schedule,  and it has reviewed the
Mortgage  File and the Mortgage  Loan  Schedule  and has  determined  that:  all
required  documents  have been  executed and received to the extent  required in
Section 2.01(b) of the Pooling  Agreement,  subject to the provisions of Section
2.01(c)  of the  Pooling  Agreement,  and that  such  documents  related  to the
Mortgage  Loans  identified on the Mortgage Loan  Schedule,  with any exceptions
listed on Schedule A attached hereto.

               Capitalized  terms used  herein  that are not  otherwise  defined
shall  have the  meanings  assigned  thereto  in the  above-captioned  Custodial
Agreement.

                                      ESCROW BANK USA, as Custodian



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



                                        N-1

<PAGE>




                                    EXHIBIT O

                           FORM OF FINAL CERTIFICATION

________, 2001



Bank One, National Association
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois  60670-0126

GMAC Mortgage Corporation
100 Witmer Road
Horsham, Pennsylvania  19044

Attention:  Residential Asset Mortgage Products, Inc., Series 2001-J2

                    Re:  Custodial  Agreement dated as of April 26, 2001, by and
                         among Bank One, National Association,  as Trustee, GMAC
                         Mortgage Corporation, as Servicer, and Escrow Bank USA,
                         as Custodian



Ladies and Gentlemen:

               In accordance with the above-captioned  Custodial Agreement,  the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
with  respect  to each  Mortgage  Loan  listed  in the  Mortgage  Loan  Schedule
containing (I) with respect to each such Mortgage Loan (other than a Cooperative
Loan):

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

(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;


                                        O-1
<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 the Seller to "Bank One, National
     Association,  as Trustee under that certain Pooling and Servicing Agreement
     dated as of April 26, 2001, for GMACM Mortgage  Pass-Through  Certificates,
     Series  2001-J2" c/o the Servicer at an address  specified by the Servicer,
     and signed by an authorized officer,  which assignment shall be in form and
     substance  acceptable for  recording.  If the Mortgage Loan was acquired by
     the assignor in a merger, the assignment must be by " , successor by merger
     to [name of predecessor]".  If the Mortgage Loan was acquired or originated
     by the assignor  while doing  business  under another name,  the assignment
     must be by " formerly known as [previous name]";

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

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

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

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

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

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

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

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

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

(v)      The Security Agreement;

                                        0-2
<PAGE>

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

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

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

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

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



               Capitalized   words  and  phrases  used  herein  shall  have  the
respective meanings assigned to them in the above-captioned Custodial Agreement.

                                    ESCROW BANK USA, as Custodian


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


                                        0-3

<PAGE>

</TEXT>
</DOCUMENT>
