RESIDENTIAL ASSET MORTGAGE PRODUCTS INC
EX 10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>j3psafinal.txt
<DESCRIPTION>EX 10.1
<TEXT>
================================================================================


                   RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
                                    Company,

                           GMAC MORTGAGE CORPORATION,
                                    Servicer

                                       and

                              JPMORGAN CHASE BANK,
                                     Trustee

                         POOLING AND SERVICING AGREEMENT

                            Dated as of June 15, 2004

                        GMACM Mortgage Loan Trust 2004-J3
                    Residential Asset Mortgage Products, Inc.
            GMACM Mortgage Pass-Through Certificates, Series 2004-J3


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



<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                          PAGE
<S>                                                                                        <C>
ARTICLE I    DEFINITIONS....................................................................5

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

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

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

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

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

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

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

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

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

ARTICLE III       ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...........................49

        Section 3.01.     Servicer to Act as Servicer......................................49

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

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

        Section 3.04.     Liability of the Servicer........................................51

        Section 3.05.     No Contractual Relationship Between Subservicer and Trustee or
                          Certificateholders...............................................51

        Section 3.06.     Assumption or Termination of Subservicing Agreements by Trustee..51

        Section 3.07.     Collection of Certain Mortgage Loan Payments; Deposits to Custodial
                          Account..........................................................52

        Section 3.08.     Subservicing Accounts; Servicing Accounts........................54

        Section 3.09.     Access to Certain Documentation and Information Regarding the
                          Mortgage Loans...................................................55

        Section 3.10.     Permitted Withdrawals from the Custodial Account.................55

        Section 3.11.     Maintenance of the Primary Insurance Policies; Collections
                          Thereunder.......................................................57

        Section 3.12.     Maintenance of Fire Insurance and Omissions and Fidelity Coverage58

        Section 3.13.     Enforcement of Due-on-Sale Clauses; Assumption and Modification
                          Agreements; Certain Assignments..................................59
</TABLE>


                                       -i-
                                                 Pooling and Servicing Agreement

<PAGE>

<TABLE>
<CAPTION>
<S>             <C>                                                                       <C>
        Section 3.14.     Realization Upon Defaulted Mortgage Loans........................61

        Section 3.15.     Trustee to Cooperate; Release of Mortgage Notes..................64

        Section 3.16.     Servicing and Other Compensation; Compensating Interest..........65

        Section 3.17.     Periodic Filings with the Securities and Exchange Commission;
                          Additional Information...........................................66

        Section 3.18.     Annual Statement as to Compliance................................67

        Section 3.19.     Annual Independent Public Accountants' Servicing Report..........67

        Section 3.20.     Rights of the Company in Respect of the Servicer.................68

        Section 3.21.     Administration of Buydown Funds..................................68

        Section 3.22.     Advance Facility.................................................68

ARTICLE IV        PAYMENTS TO CERTIFICATEHOLDERS...........................................70

        Section 4.01.     Payment Account..................................................70

        Section 4.02.     Distributions....................................................71

        Section 4.03.     Statements to Certificateholders.................................80

        Section 4.04.     Distribution of Reports to the Trustee and the Company; Advances by
                          the Servicer.....................................................81

        Section 4.05.     Allocation of Realized Losses....................................82

        Section 4.06.     Reports of Foreclosures and Abandonment of Mortgaged Property....84

        Section 4.07.     Optional Purchase of Defaulted Mortgage Loans....................84

ARTICLE V         THE CERTIFICATES.........................................................84

        Section 5.01.     The Certificates.................................................84

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

        Section 5.03.     Mutilated, Destroyed, Lost or Stolen Certificates................91

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

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

        Section 5.06.     Optional Purchase of Certificates................................92

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

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

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

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

        Section 6.04.     Company and Servicer Not to Resign...............................96
</TABLE>


                                      -ii-
                                                 Pooling and Servicing Agreement

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                       <C>
ARTICLE VII       DEFAULT..................................................................96

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

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

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

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

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

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

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

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

        Section 8.04.     Trustee May Own Certificates....................................104

        Section 8.05.     Servicer to Pay Trustee's Fees and Expenses; Indemnification....104

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

        Section 8.07.     Resignation and Removal of the Trustee..........................105

        Section 8.08.     Successor Trustee...............................................106

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

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

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

        Section 8.12.     Appointment of Office or Agency.................................108

        Section 8.13.     Representations and Warranties of the Trustee...................108

ARTICLE IX        TERMINATION.............................................................109

        Section 9.01.     Termination Upon Purchase by the Servicer or Liquidation of All
                          Mortgage Loans..................................................109

        Section 9.02.     Additional Termination Requirements.............................111

ARTICLE X         REMIC PROVISIONS........................................................112

        Section 10.01.    REMIC Administration............................................112

        Section 10.02.    Servicer, REMIC Administrator and Trustee Indemnification.......115

        Section 10.03.    Designation of REMIC(s).........................................116

        Section 10.04.    Distributions on Uncertificated REMIC I Regular Interests and REMIC
                          II Regular Interests............................................116

        Section 10.05.    Compliance with Withholding Requirements........................117

ARTICLE XI        MISCELLANEOUS PROVISIONS................................................117

        Section 11.01.    Amendment.......................................................117
</TABLE>

                                      -iii-
                                                 Pooling and Servicing Agreement
<PAGE>
<TABLE>
<CAPTION>

<S>             <C>                                                                      <C>
        Section 11.02.    Recordation of Agreement; Counterparts..........................119

        Section 11.03.    Limitation on Rights of Certificateholders......................120

        Section 11.04.    Governing Law...................................................120

        Section 11.05.    Notices.........................................................120

        Section 11.06.    Required Notices to Rating Agency and Subservicer...............121

        Section 11.07.    Severability of Provisions......................................122

        Section 11.08.    Supplemental Provisions for Resecuritization....................122

        Section 11.09.    Allocation of Voting Rights.....................................123

        Section 11.10.    Non-Petition....................................................123
</TABLE>



                                      -iv-
                                                 Pooling and Servicing Agreement

<PAGE>



                                            EXHIBITS

Exhibit A-1:  Form of Class A Certificate

Exhibit A-2:  Form of Class IO Certificate

Exhibit A-3:  Form of Class PO Certificate

Exhibit B:    Form of Class M Certificate

Exhibit C:    Form of Class B Certificate

Exhibit D:    Form of Class R Certificate

Exhibit E:    Mortgage Loan Schedule

Exhibit F:    Form of Request for Release

Exhibit G-1:  Form of Transfer Affidavit and Agreement

Exhibit G-2:  Form of Transferor Certificate

Exhibit H:    Form of Investor Representation Letter

Exhibit I:    Form of Transferor Representation Letter

Exhibit J:    Form of Rule 144A Investment Representation Letter

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

Exhibit L:    Schedule of Discount Fractions

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

Exhibit N:    Form of Custodian Certification

Exhibit O-1   Form of Form 10-K Certification

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



                                       -v-
                                                 Pooling and Servicing Agreement

<PAGE>


        This is the Pooling and Servicing  Agreement,  dated as of June 15, 2004
(the "Pooling and Servicing Agreement" or "Agreement"),  among RESIDENTIAL ASSET
MORTGAGE PRODUCTS,  INC., as the company (together with its permitted successors
and assigns, the "Company"),  GMAC MORTGAGE  CORPORATION,  as servicer (together
with its permitted successors and assigns,  the "Servicer"),  and JPMORGAN CHASE
BANK,  a New York  State  banking  corporation,  as Trustee  (together  with its
permitted successors and assigns, the "Trustee").

                             PRELIMINARY STATEMENT:

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




                                                 Pooling and Servicing Agreement
<PAGE>

<TABLE>

<CAPTION>
    REMIC 1         REMIC I         INITIAL           LATEST          RELATED
    REGULAR       REMITTANCE    UNCERTIFICATED       POSSIBLE         CLASS OF
    INTERESTS        RATE           BALANCE        MATURITY DATE     ERTIFICATES

<S>         <C>      <C>        <C>                     <C> <C>              <C>
    Class A-1        5.25%      $93,324,000.00     July 25, 2034     Class A-1
    Class A-2        5.25%      $20,206,000.00     July 25, 2034     Class A-2,
                                                                       Class A-3
    Class A-4        5.25%      $10,770,086.00     July 25, 2034     Class A-4
    Class A-5        5.25%      $13,811,121.00     July 25, 2034     Class A-5
    Class A-6        5.25%     $127,489,000.00     July 25, 2034     Class A-6
    Class A-7        5.25%      $24,923,000.00     July 25, 2034     Class A-7
    Class A-8        5.25%      $14,008,000.00     July 25, 2034     Class A-8
    Class A-9        5.25%      $33,580,000.00     July 25, 2034     Class A-9
   Class A-10        5.25%         $677,578.00     July 25, 2034     Class A-10
   Class R-II        5.25%              $50.00     July 25, 2034     Class R-II
Regular Interest
    Class M-1        5.25%       $4,375,000.00     July 25, 2034     Class M-1
    Class M-2        5.25%       $1,750,000.00     July 25, 2034     Class M-2
    Class M-3        5.25%       $1,050,000.00     July 25, 2034     Class M-3
    Class B-1        5.25%         $700,000.00     July 25, 2034     Class B-1
    Class B-2        5.25%         $700,000.00     July 25, 2034     Class B-2
    Class B-3        5.25%         $350,995.50     July 25, 2034     Class B-3
    Class IO           2                 $0.00     July 25, 2034     Class IO
    Class PO         0.00%       $2,323,614.05     July 25, 2034     Class PO
</TABLE>
___________________________

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

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



                                                 Pooling and Servicing Agreement
                                       -2-
<PAGE>

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


                                                 Pooling and Servicing Agreement
                                       -3-
<PAGE>


<TABLE>
<CAPTION>
DESIGNATION     PASS     AGGREGATE INITIAL       FEATURES (1)           MATURITY        S&P/           MINIMUM
               THROUGH      CERTIFICATE                                   DATE         MOODY'S      DENOMINATIONS
                         PRINCIPAL BALANCE

<S>             <C>       <C>                <C>                      <C>             <C>             <C>
Class A-1       5.25%     $93,324,000.00     Senior/Fixed Rate       July 25, 2034    AAA/Aaa        $25,000.00
Class A-2       6.00%     $17,680,250.00     Senior/Fixed Rate       July 25, 2034    AAA/Aaa        $25,000.00
Class A-3       0.00%     $2,525,750.00    Senior/Principal Only     July 25, 2034    AAA/Aaa        $25,000.00
Class A-4       5.25%     $10,770,086.00     Senior/Fixed Rate       July 25, 2034    AAA/Aaa        $25,000.00
Class A-5       5.25%     $13,811,121.00  Senior/Lockout/Fixed Rate   July 25, 2034    AAA/Aaa        $25,000.00
Class A-6       5.25%     $127,489,000.00 Senior/Accretion Directed/  July 25, 2034    AAA/Aaa        $25,000.00
                                                Fixed Rate
Class A-7       5.25%     $24,923,000.00  Senior/Accretion Directed/  July 25, 2034    AAA/Aaa        $25,000.00
                                                Fixed Rate
Class A-8       5.25%     $14,008,000.00 Senior/Accrual/Fixed Rate   July 25, 2034    AAA/Aaa        $25,000.00
Class A-9       5.25%     $33,580,000.00 Senior/Lockout/Fixed Rate   July 25, 2034    AAA/Aaa        $25,000.00
Class A-10      5.25%       $677,578.00  Senior/Lockout/Fixed Rate   July 25, 2034    AAA/Aaa        $25,000.00
Class PO        0.00%     $2,323,614.05    Senior/Principal Only     July 25, 2034    AAA/Aaa        $25,000.00
Class IO      Variable            $0.004      Senior/Interest        July 25, 2034    AAA/Aaa              5
                Rate3                        Only/Variable Rate
Class R-I       5.25%            $50.00  Senior/Residual/Fixed Rate  July 25, 2034    AAA/Aaa              6
Class R-II      5.25%            $50.00  Senior/Residual/Fixed Rate  July 25, 2034    AAA/Aaa
Class M-1       5.25%     $4,375,000.00     Mezzanine/Fixed Rate     July 25, 2034     AA/NA        $100,000.00
Class M-2       5.25%     $1,750,000.00     Mezzanine/Fixed Rate     July 25, 2034      A/NA        $100,000.00
Class M-3       5.25%     $1,050,000.00     Mezzanine/Fixed Rate     July 25, 2034     BBB/NA       $100,000.00
Class B-1       5.25%       $700,000.00    Subordinate/Fixed Rate    July 25, 2034     BB/NA        $100,000.00
Class B-2       5.25%       $700,000.00    Subordinate/Fixed Rate    July 25, 2034      B/NA        $100,000.00
Class B-3       5.25%       $350,995.50    Subordinate/Fixed Rate    July 25, 2034     NA/NA        $100,000.00
</TABLE>
______________________

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

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

3    With respect to the Class IO Certificates and any Distribution Date, a rate
     equal to the weighted  average of the Pool Strip Rate of each  Non-Discount
     Mortgage  Loan  weighted on the basis of the  respective  Stated  Principal
     Balances of such Mortgage  Loans as of the day  immediately  preceding such
     Distribution  Date (or, with respect to the initial  Distribution  Date, at
     the close of business on the Cut-off Date). The initial  Pass-Through  Rate
     for the Class IO Certificates shall be equal to 0.10861%.

4    The initial Notional Amount for the Class IO Certificates shall be equal to
     $284,356,766.79.

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

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



                                       -4-
                                                 Pooling and Servicing Agreement
<PAGE>

        The Mortgage Loans have an aggregate principal balance as of the Cut-off
Date of $350,038,494.55.

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

                                    ARTICLE I

                                   DEFINITIONS

     Section 1.01...Definitions.

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

     Accretion Directed Certificate: Any one of the Certificates designated as a
Class A-6 or Class A-7 Certificate.

     Accrual Certificate:  Any one of the Certificates designated as a Class A-8
Certificate.

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

     Accrued Certificate  Interest:  With respect to each Distribution Date, (a)
as to any Class of Certificates (other than any Class A-3 Certificates, Class PO
Certificates or Interest Only Certificates), interest accrued during the related
Interest  Accrual  Period at the related  Pass-Through  Rate on the  Certificate
Principal Balance thereof immediately prior to such Distribution Date and (b) in
the case of the Interest Only Certificates,  interest accrued during the related
Interest Accrual Period at the related  Pass-Through Rate on the Notional Amount
thereof  immediately  prior  to  such  Distribution  Date.  Accrued  Certificate
Interest will be calculated on the basis of a 360-day year, consisting of twelve
30-day  months.  In each  case  Accrued  Certificate  Interest  on any  Class of
Certificates will be reduced by the amount of:

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

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


                                       -5-
                                                 Pooling and Servicing Agreement
<PAGE>


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

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

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

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

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

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

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


                                       -6-
                                                 Pooling and Servicing Agreement
<PAGE>

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

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

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

                    (B) the greater of (i) the product of (x) an amount equal to
                    the largest  difference in the related  Monthly  Payment for
                    any  Non-Primary  Residence  Loan  remaining in the Mortgage
                    Pool  which had an  original  Loan-to-Value  Ratio of 80% or
                    greater that would  result if the Net Mortgage  Rate thereof
                    was equal to the weighted average (based on the


                                       -7-
                                                 Pooling and Servicing Agreement
<PAGE>

                    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 or the  Commonwealth
of Pennsylvania  (and such other state or states in which the Custodial  Account
or the Payment  Account are at the time  located) are required or  authorized by
law or executive order to be closed.

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

        Buydown  Funds:  Any amount  contributed  by the  seller of a  Mortgaged
Property, the Company or other source in order to enable the Mortgagor to reduce
the payments  required to be made from the Mortgagor's  funds in the early years


                                       -8-
                                                 Pooling and Servicing Agreement
<PAGE>

of a  Mortgage  Loan.  Buydown  Funds  are not part of the Trust  Fund  prior to
deposit into the Custodial or Payment Account.

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

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

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

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

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

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

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

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

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

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

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


                                       -9-
                                                 Pooling and Servicing Agreement
<PAGE>

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

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

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

      Class A-5 Lockout  Certificate  Share:  With  respect to any  Distribution
Date, the Certificate  Principal Balance of the Class A-5 Certificates,  divided
by the  aggregate  Certificate  Principal  Balance  of  all  classes  of  Senior
Certificates,  other  than  the  Class PO  Certificates  and the  Interest  Only
Certificates.

       Class A-9 Lockout  Certificate  Share:  With respect to any  Distribution
Date,  (x) the sum of (i) the  Certificate  Principal  Balance  of the Class A-9
Certificates  and (ii)  $26,420,000,  divided by (y) the  aggregate  Certificate
Principal Balance of all classes of Senior Certificates, other than the Class PO
Certificates and the Interest Only Certificates.

        Class A-10 Lockout  Certificate  Share: With respect to any Distribution
Date, the Certificate Principal Balance of the Class A-10 Certificates,  divided
by the  aggregate  Certificate  Principal  Balance  of  all  classes  of  Senior
Certificates,  other  than  the  Class PO  Certificates  and the  Interest  Only
Certificates.

        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.

                                      -10-
                                                 Pooling and Servicing Agreement
<PAGE>


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

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

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

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

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

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

        Closing Date:  June 15, 2004.

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

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

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

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

        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,

                                      -11-
                                                 Pooling and Servicing Agreement
<PAGE>

(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 227 West Monroe Street, 26th Floor,  Chicago,  Illinois
60606, Attention: Institutional Trust Services, GMACM 2004-J3.

        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:  June 1, 2004.

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

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

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


                                      -12-
                                                 Pooling and Servicing Agreement
<PAGE>

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

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

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

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

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

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

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

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

        Discount Net Mortgage Rate:  5.25% per annum.


                                      -13-
                                                 Pooling and Servicing Agreement
<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),  the
long-term  deposit  ratings of which are rated in one of the two highest  rating
categories by the Rating  Agencies and the short-term  debt ratings of which are
rated in the highest rating  categories by the Rating Agencies,  or (ii) a trust
account or  accounts  maintained  with a federal or state  chartered  depository
institution or trust company with trust powers acting in its fiduciary  capacity
subject to regulations  regarding fiduciary funds on deposit similar to Title 12
of the Code of Federal Regulation  Section 9.10(b),  or (iii) in the case of the
Payment Account,  a trust account or accounts  maintained in the corporate trust
division  of the  Trustee,  or (iv)  an  account  or  accounts  of a  depository
institution  acceptable  to each Rating  Agency (as evidenced in writing by each
Rating  Agency  that use of any such  account  as the  Custodial  Account or the
Payment Account will not reduce the rating assigned to any Class of Certificates
by such Rating Agency below the lower of the  then-current  rating or the rating
assigned to such Certificates as of the Closing Date by such Rating Agency).


                                      -14-
                                                 Pooling and Servicing Agreement
<PAGE>

     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,  and (v)  payment  to the  Trustee  for any  servicing
transfer expenses reimbursable to the Trustees pursuant to Section 7.02(a).

     Event of Default: As defined in Section 7.01.

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

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

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

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

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

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

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


                                      -15-
                                                 Pooling and Servicing Agreement
<PAGE>


                      2. by military, naval or air forces; or

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

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

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

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

        Fannie Mae:  Federal  National  Mortgage  Association,  or Fannie Mae, a
federally chartered and privately owned corporation organized and existing under
the Federal National Mortgage Association Charter Act, or any successor thereto.

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

        FDIC:  Federal Deposit Insurance Corporation or any successor thereto.

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

        Fitch:  Fitch Ratings or its successor in interest.

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

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

                                      -16-
                                                 Pooling and Servicing Agreement
<PAGE>

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

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

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

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

     GMAC: General Motors Acceptance Corporation, a Delaware corporation.

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

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

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

     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.


                                      -17-
                                                 Pooling and Servicing Agreement
<PAGE>

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

                        Class M-1: 1.25% Class B-1: 0.20%
                        Class M-2: 0.50% Class B-2: 0.20%
                        Class M-3: 0.30% Class B-3: 0.10%

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

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

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

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

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

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

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

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

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

     Loan-to-Value  Ratio:  As  of  any  date,  the  fraction,  expressed  as  a
percentage, the numerator of which is the current principal balance of the

                                      -18-
                                                 Pooling and Servicing Agreement
<PAGE>

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, Class A-9 or Class A-10 Certificate.

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

Distribution Date                               Lockout Distribution Percentage
---------------------------------------    -------------------------------------
July 2009 through June 2010                                   30%
July 2010 through June 2011                                   40%
July 2011 through June 2012                                   60%
July 2012 through June 2013                                   80%
July 2013 and thereafter                                     100%

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

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

     Maturity Date: With respect to each Class of Certificates, July 25, 2034.

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

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

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

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

     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.


                                      -19-
                                                 Pooling and Servicing Agreement
<PAGE>

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

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

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

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

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

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

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

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

     (v)  Unless  the  Mortgage  Loan is  registered  on the  MERS(R)System,  an
          original  Assignment  or  Assignments  of the  Mortgage  (which may be
          included  in a  blanket  assignment  or  assignments)  from  GMACM  to
          "JPMorgan  Chase  Bank,  as Trustee  under that  certain  Pooling  and
          Servicing  Agreement  dated as of June 15,  2004,  for GMACM  Mortgage
          Pass-Through  Certificates,  Series  2004-J3"  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

                                      -20-
                                                 Pooling and Servicing Agreement
<PAGE>

          for recording.  If the Mortgage Loan was acquired by the assignor in a
          merger,  the assignment must be by " , successor by merger to [name of
          predecessor]".  If the Mortgage Loan was acquired or originated by the
          assignor while doing business under another name, the assignment  must
          be by "_________ formerly known as [previous name]";

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

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

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

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

and (II) with respect to each Cooperative Loan:

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

     (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;


                                      -21-
                                                 Pooling and Servicing Agreement
<PAGE>

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

     (v)  The Security Agreement;

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

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

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

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

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

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

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

(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;


                                      -22-
                                                 Pooling and Servicing Agreement
<PAGE>

(f)  the first Due Date;

(g)  the type of Mortgaged Property;

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

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

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

(k)  the occupancy status;

(l)  the purpose of the Mortgage Loan;

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

(n)  the documentation type; and

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

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

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

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

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

     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.


                                      -23-
                                                 Pooling and Servicing Agreement
<PAGE>

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

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

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

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

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

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

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

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

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

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

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


                                      -24-
                                                 Pooling and Servicing Agreement
<PAGE>

        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 0.10861%  per annum.  The
Class PO Certificates  have no Pass-Through Rate and are not entitled to Accrued
Certificate Interest.

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

        Payment Account: The separate and segregated account or accounts created
and maintained pursuant to Section 4.01, which shall be entitled "JPMorgan Chase
Bank,  as trustee,  in trust for the  registered  holders of  Residential  Asset
Mortgage  Products,  Inc.,  GMACM  Mortgage  Pass-Through  Certificates,  Series
2004-J3" and which must be an Eligible Account.

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

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

        Permitted Investments:  One or more of the following:

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

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

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

                                      -25-
                                                 Pooling and Servicing Agreement
<PAGE>

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

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

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

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

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

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


                                      -26-
                                                 Pooling and Servicing Agreement
<PAGE>

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

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

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

        Prepayment Assumption: A prepayment assumption of 200% 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
        July 2009  (unless  the  Certificate  Principal  Balances  of the Senior
        Certificates (other than the Class PO Certificates) have been reduced to
        zero), 0%.

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

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

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

               (iii)  Notwithstanding  the foregoing,  if the application of the
        foregoing  percentages on any  Distribution  Date as provided in Section
        4.02  (determined  without  regard to the proviso to the  definition  of
        "Subordinate   Principal   Distribution   Amount")  would  result  in  a
        distribution  in  respect  of  principal  of any  Class  or  Classes  of
        Subordinate  Certificates  in  an  amount  greater  than  the  remaining
        Certificate  Principal  Balance  thereof  (any such  class,  a "Maturing
        Class"), then: (a) the Prepayment Distribution Percentage of each

                                      -27-
                                                 Pooling and Servicing Agreement
<PAGE>

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

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

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

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

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


                                      -28-
                                                 Pooling and Servicing Agreement
<PAGE>

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

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

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

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

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

     (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;


                                      -29-
                                                 Pooling and Servicing Agreement
<PAGE>


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

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

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

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

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

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

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

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

        (b)    which is the subject of a Servicing Modification,  (i) the amount
               by which the interest portion of a Monthly Payment or the

                                      -30-
                                                 Pooling and Servicing Agreement
<PAGE>

               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
such Distribution Date occurs.

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

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

        Relief Act: The Servicemembers  Civil Relief Act, as amended, or similar
legislation or regulations as in effect from time to time.

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

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

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


                                      -31-
                                                 Pooling and Servicing Agreement
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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


                                      -32-
                                                 Pooling and Servicing Agreement
<PAGE>

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

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

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

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

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

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

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

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

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

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

        Scheduled Final Distribution Date:  July 25, 2034.

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

        Seller:  GMACM.


                                      -33-
                                                 Pooling and Servicing Agreement
<PAGE>

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

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

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

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

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

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

provided, however,

        (i) that any scheduled reduction to the Senior Accelerated  Distribution
Percentage described above shall occur as of any Distribution Date only if:

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

               (b)(1)  the  outstanding  principal  balance  of  Mortgage  Loans
        delinquent  60 days or  more  (including  Mortgage  Loans  which  are in
        foreclosure,  have been  foreclosed  or  otherwise  liquidated,  or with
        respect to which the  Mortgagor is in  bankruptcy  and any REO Property)
        averaged over the last six months, as a percentage of the aggregate

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                                                 Pooling and Servicing Agreement
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        outstanding   principal  balance  of  all  Mortgage  Loans  as  of  such
        distribution  date, is less than or equal to 4% and (2) Realized  Losses
        on the Mortgage Loans to date for such  Distribution  Date, if occurring
        during  the  sixth,  seventh,  eighth,  ninth or tenth year (or any year
        thereafter)  after the Closing Date do not exceed 10%,  15%, 20%, 25% or
        30%,  respectively,  of the  sum of the  Initial  Certificate  Principal
        Balances of the Subordinate Certificates, and

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

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

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

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

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

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

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

        Servicing  Advances:  All  customary,  reasonable  and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other  unanticipated  event by the Servicer in the  performance of its servicing
obligations,  including,  but not limited to, the cost of (i) the  preservation,
restoration  and  protection  of a  Mortgaged  Property  or,  with  respect to a
Cooperative  Loan, the related  Cooperative  Apartment,  (ii) any enforcement or
judicial proceedings, including foreclosures, including any expenses incurred in
relation to any such proceedings that result from the Mortgage Loan being


                                      -35-

                                                 Pooling and Servicing Agreement
<PAGE>


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

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

        Servicing Fee Rate:  0.25% per annum.

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

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

        Special Hazard Amount:  As of any Distribution  Date, an amount equal to
$3,500,385  minus the sum of (i) the aggregate  amount of Special  Hazard Losses
allocated  solely to one or more specific  Classes of Certificates in accordance
with  Section  4.05 and (ii) the  Adjustment  Amount (as defined  below) as most
recently  calculated.  For each  anniversary of the Cut-off Date, the Adjustment
Amount shall be equal to the amount,  if any, by which the amount  calculated in
accordance with the preceding  sentence  (without giving effect to the deduction
of the Adjustment  Amount for such  anniversary)  exceeds the greater of (A) the
greatest of (i) twice the outstanding  principal balance of the Mortgage Loan in
the Trust  Fund  which has the  largest  outstanding  principal  balance  on the
Distribution Date immediately  preceding such  anniversary,  (ii) the product of
1.00% multiplied by the outstanding  principal  balance of all Mortgage Loans on
the  Distribution  Date  immediately  preceding such  anniversary  and (iii) the
aggregate  outstanding  principal  balance  (as  of  the  immediately  preceding
Distribution Date) of the Mortgage Loans in any single five-digit California zip
code area with the  largest  amount of  Mortgage  Loans by  aggregate  principal
balance as of such  anniversary  and (B) the greater of (i) the product of 0.50%
multiplied by the  outstanding  principal  balance of all Mortgage  Loans on the
Distribution  Date  immediately  preceding  such  anniversary  multiplied  by  a
fraction, the numerator of which is equal to the aggregate outstanding principal
balance  (as of  the  immediately  preceding  Distribution  Date)  of all of the
Mortgage  Loans  secured  by  Mortgaged  Properties  located  in  the  State  of
California  divided by the aggregate  outstanding  principal  balance (as of the
immediately preceding Distribution Date) of all of the Mortgage Loans, expressed
as a  percentage,  and the  denominator  of  which is  equal  to  22.71%  (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.


                                      -36-

                                                 Pooling and Servicing Agreement
<PAGE>



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

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

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

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

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

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

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

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


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                                                 Pooling and Servicing Agreement
<PAGE>


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

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

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

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

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

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

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

     Tax Returns: The federal income tax return on Internal Revenue Service Form
1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,  including
Schedule Q  thereto,  Quarterly  Notice to  Residual  Interest  Holders of REMIC
Taxable Income or Net Loss  Allocation,  or any successor  forms, to be filed on
behalf of either of the REMICs due to its classification as a REMIC under the


                                      -38-

                                                 Pooling and Servicing Agreement
<PAGE>


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

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

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

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

     Trust Fund: The segregated pool of assets consisting of:

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

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

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

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

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

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

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

     Uncertificated  Interest:  With respect to any REMIC I Regular Interest for
any  Distribution  Date,  one month's  interest at the REMIC I  Remittance  Rate
applicable to such REMIC I Regular Interest for such Distribution  Date, accrued
on the Uncertificated Balance (or Notional Balance) thereof immediately prior to
such  Distribution  Date.  Uncertificated  Interest  in  respect  of any REMIC I
Regular Interest shall accrue on the basis of a 360-day year consisting of


                                      -39-

                                                 Pooling and Servicing Agreement
<PAGE>


twelve 30-day months.  Uncertificated Interest with respect to each Distribution
Date,  as to any REMIC I Regular  Interest,  shall be  reduced  by any  interest
shortfalls allocated to the Related Classes of Certificates on such Distribution
Date. In addition,  Uncertificated  Interest  with respect to each  Distribution
Date, as to any REMIC I Regular Interest shall be reduced by interest portion of
Realized Losses  (including  Excess Special Hazard Losses,  Excess Fraud Losses,
Excess  Bankruptcy  Losses and  Extraordinary  Losses)  allocated to the Related
Classes of Certificates on such Distribution Date.

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

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

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

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

        Section 1.02.  Use of Words and Phrases.

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



                                      -40-

                                                 Pooling and Servicing Agreement
<PAGE>


                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

     Section 2.01. Conveyance of Mortgage Loans.

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

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

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

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

     In the event that in connection  with any Mortgage  Loan:  (a) the original
recorded Mortgage (or evidence of submission to the recording  office),  (b) all
interim recorded assignments,  (c) the original recorded modification agreement,
if  required,  or (d)  evidence  of title  insurance  (together  with all riders
thereto,  if any) satisfying the  requirements of clause (I)(ii),  (iv), (vi) or
(vii) of the definition of Mortgage File, respectively,  have not been delivered
to the Servicer concurrently with the execution and delivery hereof because such


                                      -41-

                                                 Pooling and Servicing Agreement
<PAGE>


document  or  documents  have  not been  returned  from  the  applicable  public
recording  office,   or,  in  the  case  of  each  such  interim  assignment  or
modification  agreement,  because the related  Mortgage has not been returned by
the appropriate recording office, in the case of clause (I)(ii), (iv) or (vi) of
the definition of Mortgage File, or because the evidence of title  insurance has
not been  delivered  to the  Seller by the title  insurer  in the case of clause
(I)(vii)  of the  definition  of  Mortgage  File,  the  Servicer  shall  use its
reasonable best efforts to obtain,  (A) in the case of clause  (I)(ii),  (iv) or
(vi) of the definition of Mortgage File,  such original  Mortgage,  such interim
assignment, or such modification agreement, with evidence of recording indicated
thereon  upon  receipt  thereof  from the  public  recording  office,  or a copy
thereof,  certified, if appropriate, by the relevant recording office, or (B) in
the case of clause  (I)(vii) of the  definition  of Mortgage  File,  evidence of
title insurance.

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

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

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



                                      -42-

                                                 Pooling and Servicing Agreement
<PAGE>


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

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

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


                                      -43-

                                                 Pooling and Servicing Agreement
<PAGE>


foregoing,  and (E) all proceeds of the foregoing,  and (2) an assignment by the
Company to the Trustee of any  security  interest in any and all of the Seller's
right (including the power to convey title thereto), title and interest, whether
now  owned  or  hereafter  acquired,  in and to the  property  described  in the
foregoing  clauses  (1)(A),  (B),  (C), (D) and (E) granted by the Seller to the
Company pursuant to the Purchase  Agreement;  (c) the possession by the Trustee,
the Custodian or any other agent of the Trustee of any of the foregoing property
shall be deemed to be  possession  by the  secured  party,  or  possession  by a
purchaser  or a person  holding  for the  benefit  of such  secured  party,  for
purposes of  perfecting  the  security  interest  pursuant  to the  Pennsylvania
Uniform  Commercial Code and the Uniform Commercial Code of any other applicable
jurisdiction (including, without limitation,  Sections 9-313 and 9-314 thereof);
and (d)  notifications  to persons holding such property,  and  acknowledgments,
receipts or  confirmations  from persons holding such property,  shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, securities
intermediaries,  bailees or agents of, or persons  holding  for, the Trustee (as
applicable)  for  the  purpose  of  perfecting  such  security   interest  under
applicable law.

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

     (g) The parties hereto  acknowledge  and agree that it is not intended that
any Mortgage Loan to be included in the Trust Fund be a "High-Cost Home Loan" as
defined  in either The Home  Ownership  Security  Act of New  Jersey  (effective
November  27,  2003) or The Home Loan  Protection  Act of New Mexico  (effective
January 1, 2004).

     Section 2.02. Acceptance by Trustee.

     The  Trustee  acknowledges  that the  Custodian,  acting  on  behalf of the
Trustee, has received (subject to any exceptions noted in the custodian


                                      -44-

                                                 Pooling and Servicing Agreement
<PAGE>


certification described below), the Mortgage Notes and the Trustee declares that
it holds or will hold the assets  included in the definition of "Trust Fund," in
trust  for  the   exclusive   use  and   benefit  of  all   present  and  future
Certificateholders.

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

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



                                      -45-

                                                 Pooling and Servicing Agreement
<PAGE>


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

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

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

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

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

     (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



                                      -46-

                                                 Pooling and Servicing Agreement
<PAGE>


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

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

     Section 2.04. Representations and Warranties of the Seller.

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


                                      -47-

                                                 Pooling and Servicing Agreement
<PAGE>


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

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

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

        Section 2.05.  Execution and Authentication of Certificates.

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

        Section 2.06.  Purposes and Powers of the Trust Fund.

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



                                      -48-

                                                 Pooling and Servicing Agreement
<PAGE>


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

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

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

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

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

                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

     Section 3.01. Servicer to Act as Servicer.

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


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                                                 Pooling and Servicing Agreement
<PAGE>


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

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

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

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

     The Servicer may enter into Subservicing Agreements with Subservicers,  for
the  servicing and  administration  of all or some of the Mortgage  Loans.  Each
Subservicer  of a Mortgage  Loan shall be entitled  to receive  and  retain,  as
provided in the related Subservicing Agreement and in Section 3.07, the related


                                      -50-

                                                 Pooling and Servicing Agreement
<PAGE>


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


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                                                 Pooling and Servicing Agreement
<PAGE>


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

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

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

     (a) The  Servicer  shall make  reasonable  efforts to collect all  payments
called for under the terms and provisions of the Mortgage  Loans,  and shall, to
the extent such procedures shall be consistent with this Agreement and the terms
and provisions of any related Primary Insurance  Policy,  follow such collection
procedures as it would employ in its good faith business  judgment and which are
normal and usual in its general mortgage servicing  activities.  Consistent with
the  foregoing,  the Servicer may in its  discretion  (i) waive any late payment
charge or any  prepayment  charge or penalty  interest  in  connection  with the
prepayment of a Mortgage Loan and (ii) extend the Due Date for payments due on a
Mortgage Note for a period not greater than 180 days;  provided,  however,  that
the Servicer  shall first  determine  that any such waiver or extension will not
impair the  coverage  of any  related  Primary  Insurance  Policy or  materially
adversely  affect  the lien of the  related  Mortgage.  In the event of any such
arrangement,  the Servicer  shall make timely  advances on the related  Mortgage
Loan during the scheduled period in 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


                                      -52-

                                                 Pooling and Servicing Agreement
<PAGE>


Regulation  Section  1.860G-2(b)(3).  The  Servicer  shall  not be  required  to
institute  or join in  litigation  with  respect to  collection  of any  payment
(whether  under a Mortgage,  Mortgage Note or otherwise or against any public or
governmental  authority  with  respect  to  a  taking  or  condemnation)  if  it
reasonably  believes  that  enforcing  the  provision  of the  Mortgage or other
instrument  pursuant  to  which  such  payment  is  required  is  prohibited  by
applicable law.

     (b) The Servicer shall  segregate and hold all funds collected and received
pursuant to each  Mortgage Loan separate and apart from any of its own funds and
general assets and shall  establish and maintain one or more Custodial  Accounts
held in trust,  entitled "GMAC Mortgage  Corporation  Custodial Account in trust
for the  benefit of the  Holders of GMACM  Mortgage  Pass-Through  Certificates,
Series  2004-J3."  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


                                      -53-

                                                 Pooling and Servicing Agreement
<PAGE>


Fund  (consisting  of  payments  in respect of  principal  and  interest  on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment  charges or late payment charges or assumption fees may
but need not be deposited by the Servicer in the Custodial Account. In the event
any  amount  not  required  to be  deposited  in  the  Custodial  Account  is so
deposited,  the Servicer may at any time withdraw such amount from the Custodial
Account,  any  provision  herein to the contrary  notwithstanding.  The Servicer
shall  maintain  records  with  respect to all  deposits  made  pursuant to this
Section. All funds deposited in the Custodial Account shall be held in trust for
the Certificateholders until withdrawn in accordance with Section 3.10.

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

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



                                      -54-

                                                 Pooling and Servicing Agreement
<PAGE>


     (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  2004-J3."  Withdrawals of amounts
related to the Mortgage  Loans from the  Servicing  Accounts may be made only to
effect timely payment of taxes, assessments,  hazard insurance premiums, Primary
Insurance Policy premiums, if applicable,  or comparable items, to reimburse the
Servicer  or  Subservicer  out of  related  collections  for any  payments  made
pursuant to Sections  3.11 (with  respect to the Primary  Insurance  Policy) and
3.12(a) (with respect to hazard insurance), to refund to any Mortgagors any sums
as may be determined to be overages, to pay interest, if required, to Mortgagors
on balances in the  Servicing  Account or to clear and  terminate  the Servicing
Account at the termination of this Agreement in accordance with Section 9.01. As
part of its servicing  duties,  the Servicer shall, and the  Subservicers  will,
pursuant to the  Subservicing  Agreements,  be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.

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

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

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

     Section 3.10. Permitted Withdrawals from the Custodial Account.

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



                                      -56-

                                                 Pooling and Servicing Agreement
<PAGE>


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

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

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

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

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

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

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


                                      -56-

                                                 Pooling and Servicing Agreement
<PAGE>


          3.07(a), to the extent the amount of the Advance has been added to the
          Stated  Principal  Balance  of  the  Mortgage  Loan,  or  any  Advance
          reimbursable to the Servicer pursuant to Section 4.02(a);

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

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

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

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

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


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                                                 Pooling and Servicing Agreement
<PAGE>


consent to any  Subservicer  canceling  or  refusing  to renew any such  Primary
Insurance  Policy  applicable to a Mortgage Loan  subserviced  by it, that is in
effect at the date of the initial  issuance of the  Certificates and is required
to be kept in force hereunder  unless the replacement  Primary  Insurance Policy
for such  canceled or  non-renewed  policy is  maintained  with an insurer whose
claims-paying   ability  is  acceptable  to  each  Rating  Agency  for  mortgage
pass-through  certificates  having a rating equal to or better than the lower of
the  then-current  rating or the rating  assigned to the  Certificates as of the
Closing  Date by such  Rating  Agency.  In  connection  with any  assumption  or
substitution  agreement  entered into or to be entered into  pursuant to Section
3.13, the Servicer shall promptly  notify the insurer under the related  Primary
Insurance  Policy,  if any, of such  assumption or  substitution of liability in
accordance with the terms of such policy and shall take all actions which may be
required by such insurer as a condition to the  continuation  of coverage  under
the Primary  Insurance Policy. If such Primary Insurance Policy is terminated as
a result of such  assumption or  substitution  of liability,  the Servicer shall
obtain a replacement Primary Insurance Policy as provided above.

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

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

     (a) The Servicer shall cause to be maintained for each Mortgage Loan (other
than a Cooperative  Loan) fire  insurance  with  extended  coverage in an amount
which is equal to the  lesser of (i) the  greater of (A) the  principal  balance
owing  on such  Mortgage  Loan and (B) the  percentage  such  that the  proceeds
thereof shall be sufficient to prevent the application of a co-insurance clause;
or (ii) 100 percent of the insurable value of the improvements. If the Mortgaged
Property  is in an  area  identified  in the  Federal  Register  by the  Federal
Emergency  Management  Agency  as being a  special  flood  hazard  area that has
federally-mandated  flood insurance requirements,  the Servicer will cause to be
maintained a flood  insurance  policy  meeting the  requirements  of the current
guidelines of the Federal Insurance  Administration with a generally  acceptable
insurance carrier, in an amount representing coverage not less than the least of
(i) the  outstanding  principal  balance of the Mortgage Loan,  (ii) the maximum
insurable  value of the  improvements  securing  such Mortgage Loan or (iii) the
maximum  amount  of  insurance  which is  available  under  the  Flood  Disaster
Protection  Act of  1973,  as  amended.  The  Servicer  shall  also  cause to be
maintained  on  property  acquired  upon   foreclosure,   or  deed  in  lieu  of
foreclosure,  of any  Mortgage  Loan  (other  than  a  Cooperative  Loan),  fire
insurance  with  extended  coverage in an amount  which is at least equal to the
maximum  insurable value of the improvements  which are a part of such property,
liability  insurance and, to the extent  required and available  under the Flood
Disaster  Protection  Act of 1973, as amended,  flood  insurance in an amount as
provided above.  Pursuant to Section 3.07, any amounts collected by the Servicer
under any such policies  (other than amounts to be applied to the restoration or
repair of the related  Mortgaged  Property or property  thus acquired or amounts
released to the Mortgagor in accordance  with the  Servicer's  normal  servicing
procedures) shall be deposited in the Custodial  Account,  subject to withdrawal
pursuant to Section 3.10. Any cost incurred by the Servicer in  maintaining  any
such insurance shall not, for the purpose of calculating  monthly  distributions
to the Certificateholders, be added to the amount owing under the Mortgage Loan,
notwithstanding that the terms of the Mortgage Loan so permit. Such costs shall


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                                                 Pooling and Servicing Agreement
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be  recoverable by the Servicer out of related late payments by the Mortgagor or
out of Insurance  Proceeds and Liquidation  Proceeds to the extent  permitted by
Section 3.10. It is understood and agreed that no earthquake or other additional
insurance is to be required of any Mortgagor or maintained on property  acquired
in respect of a Mortgage  Loan other than pursuant to such  applicable  laws and
regulations  as  shall  at any  time  be in  force  and as  shall  require  such
additional  insurance.  All  such  policies  shall  be  endorsed  with  standard
mortgagee  clauses with loss payable to the Servicer and its  successors  and/or
assigns and shall provide for at least thirty days prior  written  notice of any
cancellation,  reduction  in the amount or  material  change in  coverage to the
Servicer.  The Servicer  shall not  interfere  with the  Mortgagor's  freedom of
choice in selecting either his insurance  carrier or agent,  provided,  however,
that the Servicer  shall not accept any such  insurance  policies from insurance
companies  unless such  companies  currently  reflect a General Policy Rating in
Best's Key Rating Guide  currently  acceptable to Fannie Mae and are licensed to
do business in the state wherein the property subject to the policy is located.

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

     (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.



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                                                 Pooling and Servicing Agreement
<PAGE>


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

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

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


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                                                 Pooling and Servicing Agreement
<PAGE>


release (if any),  or the  modification  or  supplement  to the Mortgage Note or
Mortgage to be delivered to the Trustee or the Custodian and deposited  with the
Mortgage File for such Mortgage  Loan. Any fee collected by the Servicer or such
related Subservicer for entering into an assumption or substitution of liability
agreement  will be retained by the Servicer or such  Subservicer  as  additional
servicing compensation.

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

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

     Section 3.14. Realization Upon Defaulted Mortgage Loans.

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


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                                                 Pooling and Servicing Agreement
<PAGE>


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.



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

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

     (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


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                                                 Pooling and Servicing Agreement
<PAGE>


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

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

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

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








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                                                 Pooling and Servicing Agreement
<PAGE>


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

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

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


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encumbrance, or assert by legal action or otherwise any claim or right of setoff
against any Mortgage File or any funds  collected  on, or in connection  with, a
Mortgage Loan, except,  however,  that the Servicer shall be entitled to set off
against  and deduct from any such funds any amounts  that are  properly  due and
payable to the Servicer under this Agreement.

     Section 3.16. Servicing and Other Compensation; Compensating Interest.

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

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

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

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

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

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

     (a) Within 15 days after each Distribution  Date, the Trustee shall prepare
and file in accordance with industry  standards with the Securities and Exchange
Commission  (the  "Commission")  via the Electronic Data Gathering and Retrieval
System ("EDGAR"),  and the Servicer shall execute, a Form 8-K with a copy of the
statement to the  Certificateholders  for such  Distribution  Date as an exhibit
thereto. Prior to January 31, 2005, the Trustee shall prepare and file in


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accordance with industry  standards,  and the Servicer shall execute,  a Form 15
Suspension Notification with respect to the Trust Fund, if applicable,  with the
Commission  via EDGAR.  Prior to March 31,  2005 and prior to March 31st of each
succeeding year until the earlier of (i) a Form 15 Suspension  Notification  has
been  filed  with  respect  to the  Trust  Fund or (ii) the year  following  the
termination  of the Trust Fund pursuant to the terms  hereof,  the Trustee shall
prepare and file,  and the Servicer  shall  execute,  a Form 10-K,  in substance
conforming  to  industry  standards  with  respect  to the  Trust  Fund with the
Commission  via EDGAR.  The Company hereby grants a limited power of attorney to
execute and file each such document on behalf of the Company to the Servicer and
the Trustee,  respectively.  Each such power of attorney  shall  continue  until
either the earlier of (i) receipt by the Trustee or the Servicer, as applicable,
from the Company of written  termination  of such power of attorney and (ii) the
termination of the Trust Fund. The Company agrees to promptly furnish to each of
the Trustee  and the  Servicer,  from time to time upon  request,  such  further
information,  reports,  and financial  statements  within its control related to
this  Agreement  and the  Mortgage  Loans as the  Trustee  or the  Servicer,  as
applicable,  reasonably  deems  appropriate  to prepare  and file all  necessary
reports with the Commission.  The Servicer shall have no  responsibility to file
any items other than those specified in this section.

     (b) Any Form 10-K filed with the Commission in connection with this Section
shall  include a  certification,  signed by the senior  officer in charge of the
servicing functions of the Servicer,  in the form attached as Exhibit O-1 hereto
or such other form as may be required or permitted by the Commission  (the "Form
10-K  Certification"),  in  compliance  with Rule  13a-14 and  15d-14  under the
Exchange Act and any additional directives of the Commission. In connection with
the Form 10-K  Certification,  the Trustee shall provide the Servicer with (x) a
back-up certification  substantially in the form attached hereto as Exhibit O-2;
and (y) (I) a list of Certificateholders as shown on the Certificate Register as
of the end of each  calendar  year,  (II) copies of all  pleadings,  other legal
process and any other  documents  relating to any claims,  charges or complaints
involving  the Trustee,  as trustee,  or the Trust Fund that are received by the
Trustee,  (III)  notice  of all  matters  that,  to the  actual  knowledge  of a
Responsible  Officer  of the  Trustee,  have  been  submitted  to a vote  of the
Certificateholders,  other than those matters that have been submitted to a vote
of the  Certificateholders at the request of the Depositor or the Servicer,  and
(IV)  notice of any  failure  of the  Trustee  to make any  distribution  to the
Certificateholders as required pursuant to this Agreement.  Neither the Servicer
nor the Trustee shall have any liability  with respect to the Trustee's  failure
to properly prepare or file, or the Servicer's failure to execute, such periodic
reports  resulting from or relating to the  Servicer's or the Trustee's,  as the
case may be,  inability or failure to obtain any  information not resulting from
the negligence or willful misconduct of such party.

     Section 3.18. Annual Statement as to Compliance.

     The Servicer shall deliver to the Depositor,  the Trustee,  and each Rating
Agency  on or  before  90 days  after  the end of the  Servicer's  fiscal  year,
commencing  with  its  fiscal  year  ending  December  31,  2004,  an  Officer's
Certificate  stating,  as to  the  signer  thereof,  that  (i) a  review  of the
activities  of the  Servicer  during  the  preceding  calendar  year  and of the
performance  of the  Servicer  under  this  Agreement  has been made  under such
officer's supervision and (ii) to the best of such officer's knowledge, based on


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                                                 Pooling and Servicing Agreement
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such review, the Servicer has fulfilled all its obligations under this Agreement
throughout  such year, or, if there has been a default in the fulfillment of any
such  obligation,  specifying  each such  default  known to such officer and the
nature and status thereof except for such defaults as such officer in his or her
good faith judgment believes to be immaterial.

     Section 3.19. Annual Independent Public Accountants' Servicing Report.

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

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

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

     Section 3.21. Administration of Buydown Funds.

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

     (b) If the  Mortgagor on a Buydown  Mortgage  Loan prepays such loan in its
entirety  during  the period  (the  "Buydown  Period")  when  Buydown  Funds are
required  to be  applied to such  Buydown  Mortgage  Loan,  the  Servicer  shall
withdraw from the Buydown  Account and remit any Buydown Funds  remaining in the
Buydown Account in accordance with the related buydown agreement.  The amount of
Buydown  Funds  which may be  remitted in  accordance  with the related  buydown
agreement  may reduce the amount  required to be paid by the  Mortgagor to fully
prepay the related  Mortgage  Loan. If the Mortgagor on a Buydown  Mortgage Loan
defaults  on such  Mortgage  Loan  during the  Buydown  Period and the  property
securing such Buydown Mortgage Loan is sold in the liquidation thereof (either


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                                                 Pooling and Servicing Agreement
<PAGE>


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.

     Section 3.22. Advance Facility.

     The Servicer is hereby  authorized  to enter into any facility (an "Advance
Facility")   with  any  Person   (any  such   Person,   an   "Advance   Facility
Counterparty"),  without  the  consent  of any  party to this  Agreement  or the
Insurer,  which  provides  that the  Servicer may pledge or sell its rights (the
"Advance Reimbursement Rights") to receive reimbursement of any advances made by
the  Servicer  in respect of  Advances  pursuant  to this  Agreement,  Servicing
Advances pursuant to this Agreement, or amounts in respect of taxes and premiums
advanced pursuant to Section 3.08(c) ("Tax/Premium  Amounts") pursuant to credit
facilities, repurchase facilities, or similar facilities providing liquidity for
the  funding  of  Advances,   Servicing  Advances  or  Tax/Premium  Amounts,  as
applicable.  Notwithstanding the existence of any Advance Facility, the Servicer
shall remain  obligated  pursuant to this Agreement to make Advances,  Servicing
Advances and Tax/Premium  Amounts pursuant to and as required by this Agreement,
and  shall  not be  relieved  of such  obligations  by  virtue  of such  Advance
Facility.

     If the  Servicer  enters  into an  Advance  Facility,  the  Servicer  shall
promptly give written notice to the Trustee, which shall include the identity of
the  Advance  Facility  Counterparty,  and for so long  as an  Advance  Facility
Counterparty  remains  entitled  to  receive  reimbursement  for  any  Advances,
including    Nonrecoverable   Advances   related   thereto   ("Monthly   Advance
Reimbursement Amounts"),  Servicing Advances,  including Nonrecoverable Advances
related thereto ("Servicing Advance  Reimbursement  Amounts") and/or Tax/Premium
Amounts ("Tax/Premium  Reimbursement Amounts" and, together with Monthly Advance
Reimbursement  Amounts and Servicing  Advance  Reimbursement  Amounts,  "Advance
Reimbursement  Amounts")  (in each case to the extent  that such type of Advance
Reimbursement Amount is included in the Advance Facility),  as applicable,  then
the Servicer  shall  identify  such Advance  Reimbursement  Amounts as received,
consistently with the reimbursement  rights set forth in Section 3.10, and shall
remit such Advance  Reimbursement  Amounts in accordance with the  documentation
establishing the Advance Facility to such Advance Facility  Counterparty or to a
trustee,  agent or custodian (an "Advance Facility Trustee")  designated by such
Advance Facility Counterparty.

     Notwithstanding the foregoing,  if so required pursuant to the terms of the
Advance Facility, the Servicer may withdraw from the Custodial Account or direct
the Trustee, as applicable, and the Servicer and the Trustee, if so directed, is
hereby  authorized to and shall pay to the Advance Facility  Counterparty or the
Advance Facility Trustee the Advance Reimbursement Amounts identified pursuant


                                      -69-

                                                 Pooling and Servicing Agreement
<PAGE>


to the preceding sentence.  The Trustee shall have no obligation with respect to
the calculation or payment of any Advance  Reimbursement Amount nor, as a result
of the existence of any Advance  Facility  shall the Trustee have any obligation
to track, monitor or administer such Advance Facility.

        Advance Reimbursement Amounts shall consist solely of amounts in respect
of Advances,  Servicing Advances and/or Tax/Premium Amounts made with respect to
the Mortgage Loans for which the Servicer would be permitted to reimburse itself
in  accordance  with this  Agreement.  Advance  Reimbursement  Amounts  that the
Servicer is entitled to be paid shall not be included in Available  Distribution
Amounts or distributed to  Certificateholders.  An Advance Facility Counterparty
whose  obligations  are limited to the making of  Advances,  Servicing  Advances
and/or  Tax/Premium  Amounts will not be deemed to be a  Subservicer  under this
Agreement or be required to meet the criteria for qualification as a Subservicer
under this Agreement.

        Advance Reimbursement Amounts allocated to reimburse Advances, Servicing
Advances or  Tax/Premium  Amounts made with respect to any  particular  Mortgage
Loan shall be  allocated  to the  reimbursement  of the  unreimbursed  Advances,
Servicing Advances or Tax/Premium Amounts, as the case may be, made with respect
to that Mortgage Loan on a "first-in,  first out" ("FIFO") basis,  such that the
Advance  Reimbursement  Amounts  shall be  applied  to  reimburse  the  Advance,
Servicing  Advance or Tax/Premium  Amount, as the case may be, for that Mortgage
Loan that was  disbursed  earliest in time first,  and to reimburse the Advance,
Servicing  Advance or Tax/Premium  Amount, as the case may be, for that Mortgage
Loan that was disbursed latest in time last.  Liquidation  Proceeds with respect
to a Mortgage Loan shall be applied in the following order:  first, to reimburse
Servicing  Advances  outstanding with respect to that Mortgage Loan,  second, to
reimburse Advances  outstanding with respect to that Mortgage Loan and third, to
reimburse  Tax/Premium  Amounts  outstanding with respect to that Mortgage Loan.
The Servicer shall provide to the related  Advancing  Facility  Counterparty  or
Advance  Facility Trustee  loan-level  information with respect to each Advance,
Servicing  Advance or  Tax/Premium  Amount  remitted  to such  Advance  Facility
Counterparty  or  Advance  Facility  Trustee,  to enable  the  Advance  Facility
Counterparty  or Advance  Facility  Trustee to make the FIFO  allocation of each
such  Advance,  Servicing  Advance or  Tax/Premium  Amount with  respect to each
Mortgage Loan.

        Upon  request  of the  Servicer,  the  Trustee  agrees to  execute  such
acknowledgments,  certificates, and other documents recognizing the interests of
any Advance Facility  Counterparty in such Advance  Reimbursement  Rights as the
Servicer  may cause to be made  subject to Advance  Facilities  pursuant to this
Section 3.22.

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

     Section 4.01. Payment Account.

     (a) The Trustee  shall  establish  and  maintain a Payment  Account for the
benefit  of the  Certificateholders  in which  the  Servicer  shall  cause to be
deposited  on behalf of the Trustee on or before 2:00 P.M. New York time on each
Payment Account Deposit Date by wire transfer of immediately  available funds an
amount  equal  to the sum of (i) any  Advance  for  the  immediately  succeeding
Distribution Date, (ii) any amount required to be deposited in the Payment


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                                                 Pooling and Servicing Agreement
<PAGE>


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

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



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

     (Y)  to the Accretion Directed Certificates and the Class A-8 Certificates,
          the Accrual  Distribution  Amount in the priority set forth in Section
          4.02(b)(ii),  and to the Senior  Certificates (other than the Class PO
          Certificates),  in the  priorities  and  amounts  set forth in Section
          4.02(b)  through (e), the sum of the following  (applied to reduce the
          Certificate  Principal  Balances  of  such  Senior  Certificates,   as
          applicable):

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

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

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

               (3)  the principal portion of all other  unscheduled  collections
                    (other than Principal  Prepayments in Full and  Curtailments
                    and amounts  received in connection with a Cash  Liquidation
                    or REO  Disposition  of a Mortgage Loan described in Section
                    4.02(a)(ii)(Y)(B),  including without  limitation  Insurance
                    Proceeds,  Liquidation  Proceeds and REO Proceeds)  received
                    during  the  preceding  calendar  month  or,  in the case of
                    Principal Prepayment in Full, during the related Prepayment


                                      -72-

                                                 Pooling and Servicing Agreement
<PAGE>


                    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;


                                      -73-

                                                 Pooling and Servicing Agreement
<PAGE>



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

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

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

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

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

     (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;



                                      -74-

                                                 Pooling and Servicing Agreement
<PAGE>


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

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

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

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

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

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

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

     Notwithstanding  the foregoing,  on any Distribution  Date, with respect to
the Class of Subordinate Certificates outstanding on such Distribution Date with
the Lowest Priority, or in the event the Subordinate Certificates are no longer


                                      -75-

                                                 Pooling and Servicing Agreement
<PAGE>


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

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

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

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

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

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

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



                                      -76-

                                                 Pooling and Servicing Agreement
<PAGE>


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

     (ii) second,  an amount equal to the Accrual  Distribution  Amount shall be
          distributed to the Accretion  Directed  Certificates and the Class A-8
          Certificates   in  the  order  of   priority   set  forth  in  Section
          4.02(b)(v)(B)(ii) below;

     (iii)third, the Senior Principal  Distribution  Amount shall be distributed
          to the Class R-I Certificates and Class R-II  Certificates,  pro rata,
          according to their Certificate  Principal Balances, in each case until
          the Certificate Principal Balance thereof has been reduced to zero;

     (iv) fourth,  an  amount  equal  to the  balance  of the  Senior  Principal
          Distribution  Amount  remaining  after  the  distributions,   if  any,
          described in clause (iii) of this Section 4.02(b) shall be distributed
          to the  Class  A-10  Certificates  in  reduction  of  the  Certificate
          Principal  Balance  thereof,   in  an  amount  equal  to  the  Lockout
          Percentage  of  the  Class  A-10  Lockout  Certificate  Share  of  the
          aggregate of the collections described in clauses (ii)(Y)(A), (B), (C)
          and (E) (to the extent  clause (E) relates to clause (A),  (B) or (C))
          of Section 4.02(a),  without  application of the Senior  Percentage or
          the Senior Accelerated Distribution Percentage;  provided that, if the
          aggregate of the amounts set forth in clauses (ii)(Y)(A), (B), (C) and
          (E) (to the extent  clause (E) relates to clause  (A),  (B) or (C)) of
          Section 4.02(a),  without  application of the Senior Percentage or the
          Senior Accelerated Distribution  Percentage,  is more than the portion
          of the Senior Principal Distribution Amount available for distribution
          under this clause (iv) of this Section 4.02(b), the amount paid to the
          Class A-10 Certificates  pursuant to this clause (iv) shall be reduced
          by an amount equal to the Class A-10 Certificates' share, based on the
          Certificate  Principal  Balance  thereof  relative  to  the  aggregate
          Certificate  Principal Balance of the Senior  Certificates (other than
          the Class PO and Class R Certificates), of such difference;

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

          (A)  40.8478642945%  of the amount  available for  distribution  under
     clause  (b)(v) of this Section 4.02 shall be  distributed  sequentially  as
     follows:

               (i) first,  to the Class A-5  Certificates  in  reduction  of the
          Certificate  Principal  Balance  thereof,  in an  amount  equal to the
          Lockout  Percentage of the Class A-5 Lockout  Certificate Share of the
          aggregate of the collections described in clauses (ii)(Y)(A), (B), (C)
          and (E) (to the extent  clause (E) relates to clause (A),  (B) or (C))
          of Section 4.02(a),  without  application of the Senior  Percentage or
          the Senior Accelerated Distribution Percentage;  provided that, if the
          aggregate of the amounts set forth in clauses (ii)(Y)(A), (B), (C) and
          (E) (to the extent  clause (E) relates to clause  (A),  (B) or (C)) of
          Section 4.02(a),  without  application of the Senior Percentage or the
          Senior Accelerated Distribution  Percentage,  is more than the portion
          of the Senior Principal Distribution Amount available for distribution
          under this clause (v)(A)(i) of this Section  4.02(b),  the amount paid
          to the Class A-5 Certificates  pursuant to this clause (v)(A)(i) shall
          be reduced by an amount equal to the Class A-5 Certificates' share,


                                      -77-

                                                 Pooling and Servicing Agreement
<PAGE>


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

               (ii) second, to the Class A-1 Certificates  until the Certificate
          Principal Balance thereof has been reduced to zero;

               (iii)  third,  to the Class A-2 and Class A-3  Certificates,  pro
          rata,  according to their Certificate  Principal  Balances,  until the
          Certificate Principal Balances thereof have been reduced to zero;

               (iv) fourth, to the Class A-4 Certificates  until the Certificate
          Principal Balance thereof has been reduced to zero; and

               (v) fifth, to the Class A-5  Certificates,  without regard to the
          Class A-5 Certificate  Lockout Share, until the Certificate  Principal
          Balance thereof has been reduced to zero; and

          (B)  59.1521357055%  of the amount  available for  distribution  under
     clause  (b)(v) of this Section 4.02 shall be  distributed  sequentially  as
     follows:

               (i) first,  to the Class A-9  Certificates  in  reduction  of the
          Certificate  Principal  Balance  thereof,  in an  amount  equal to the
          Lockout  Percentage of the Class A-9 Lockout  Certificate Share of the
          aggregate of the collections described in clauses (ii)(Y)(A), (B), (C)
          and (E) (to the extent  clause (E) relates to clause (A),  (B) or (C))
          of Section 4.02(a),  without  application of the Senior  Percentage or
          the Senior Accelerated Distribution Percentage;  provided that, if the
          aggregate of the amounts set forth in clauses (ii)(Y)(A), (B), (C) and
          (E) (to the extent  clause (E) relates to clause  (A),  (B) or (C)) of
          Section 4.02(a),  without  application of the Senior Percentage or the
          Senior Accelerated Distribution  Percentage,  is more than the portion
          of the Senior Principal Distribution Amount available for distribution
          under this clause (v)(B)(i) of this Section  4.02(b),  the amount paid
          to the Class A-9 Certificates  pursuant to this clause (v)(B)(i) shall
          be reduced by an amount  equal to the Class A-9  Certificates'  share,
          based on the Certificate  Principal  Balance  thereof  relative to the
          aggregate  Certificate  Principal  Balance of the Senior  Certificates
          (other  than  the  Class  PO  and  Class  R  Certificates),   of  such
          difference;

               (ii)  second,   to  the  Class  A-6,  Class  A-7  and  Class  A-8
          Certificates,  in that  order,  in each  case  until  the  Certificate
          Principal Balance thereof has been reduced to zero; and

               (iii) third, to the Class A-9 Certificates, without regard to the
          Class A-9 Certificate  Lockout Share, until the Certificate  Principal
          Balance thereof has been reduced to zero; and

          (vi)  sixth,  an amount  equal to the  Senior  Principal  Distribution
     Amount remaining after the  distributions,  if any, described in clause (v)
     of this


                                      -78-

                                                 Pooling and Servicing Agreement
<PAGE>


     Section  4.02(b)  shall be  distributed  to the  Class  A-10  Certificates,
     without  regard to the Class  A-10  Certificate  Lockout  Share,  until the
     Certificate Principal Balance thereof has been reduced to zero.

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

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

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


                                      -79-

                                                 Pooling and Servicing Agreement
<PAGE>


bond, insurance policy or similar instrument or a reserve fund, or a combination
thereof. Any amount to be so distributed with respect to the Certificates of any
Class shall not reduce the Certificate  Principal  Balance of such  Certificates
and shall be distributed by the Servicer to the  Certificateholders of record as
of the Record Date immediately  preceding the date of such distribution (i) with
respect to the Certificates of any Class (other than the Class IO Certificates),
on a pro  rata  basis  based  on the  Percentage  Interest  represented  by each
Certificate  of such Class as of such Record  Date and (ii) with  respect to the
Class IO  Certificates,  to the Class IO  Certificates in the same proportion as
the related Realized Loss was allocated.  Any amounts to be so distributed shall
not be remitted to or  distributed  from the Trust  Fund,  and shall  constitute
subsequent  recoveries  with respect to Mortgage Loans that are no longer assets
of the Trust Fund.

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

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

     Section 4.03. Statements to Certificateholders.

     (a) Concurrently with each distribution  charged to the Payment Account and
with  respect to each  Distribution  Date,  the  Servicer  shall  provide to the
Trustee and 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
"jpmorgan.com/sfr."  Assistance  in using the website can be obtained by calling
the Trustee's  customer service desk at (877) 722-1095.  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


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distributed  in order to make such  distribution  more  convenient  and/or  more
accessible  to the above  parties,  provided  that such  procedures  are no less
convenient for the  Certificateholders  and the Trustee shall provide timely and
adequate notification to all above parties regarding any such changes.

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

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

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

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

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

     (b) On or before 2:00 P.M.  New York time on each Payment  Account  Deposit
Date, the Servicer shall either (i) deposit in the Payment  Account from its own
funds, or funds received therefor from the Subservicers,  an amount equal to the
Advances to be made by the Servicer in respect of the related Distribution Date,
which shall be in an aggregate  amount equal to the aggregate  amount of Monthly
Payments (with each interest portion thereof adjusted to the Net Mortgage Rate),
less the amount of any related Servicing Modifications,  Debt Service Reductions
or reductions in the amount of interest  collectable from the Mortgagor pursuant
to the Relief Act, on the Outstanding Mortgage Loans as of the related Due Date,
which Monthly Payments were delinquent as of the close of business as of the


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                                                 Pooling and Servicing Agreement
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related  Determination  Date; provided that no Advance shall be made if it would
be a  Nonrecoverable  Advance,  (ii)  withdraw  from  amounts  on deposit in the
Custodial  Account and  deposit in the  Payment  Account all or a portion of the
Amount Held for Future  Distribution in discharge of any such Advance,  or (iii)
make advances in the form of any  combination  of (i) and (ii)  aggregating  the
amount of such Advance.  Any portion of the Amount Held for Future  Distribution
so used shall be replaced by the  Servicer by deposit in the Payment  Account on
or before 11:00 A.M. New York time on any future Payment Account Deposit Date to
the extent that funds  attributable  to the Mortgage Loans that are available in
the Custodial Account for deposit in the Payment Account on such Payment Account
Deposit Date shall be less than  payments to  Certificateholders  required to be
made on the following  Distribution  Date. The Servicer shall be entitled to use
any Advance made by a Subservicer as described in Section  3.07(b) that has been
deposited in the Custodial  Account on or before such  Distribution Date as part
of the Advance made by the Servicer pursuant to this Section 4.04. The amount of
any reimbursement pursuant to Section 4.02(a) in respect of outstanding Advances
on any Distribution Date shall be allocated to specific Monthly Payments due but
delinquent  for previous Due Periods,  which  allocation  shall be made,  to the
extent  practicable,  to Monthly  Payments  which have been  delinquent  for the
longest  period of time.  Such  allocations  shall be conclusive for purposes of
reimbursement to the Servicer from recoveries on related Mortgage Loans pursuant
to Section 3.10.

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

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

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



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                                                 Pooling and Servicing Agreement
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        Section 4.05. Allocation of Realized Losses.

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

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


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                                                 Pooling and Servicing Agreement
<PAGE>


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

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

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

     Section 4.07. Optional Purchase of Defaulted Mortgage Loans.

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


                                    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


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<PAGE>


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

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

     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.



                                                 Pooling and Servicing Agreement
                                      -85-
<PAGE>

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

     Section 5.02. Registration of Transfer and Exchange of Certificates.

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

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

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

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


                                                 Pooling and Servicing Agreement
                                      -86-
<PAGE>

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

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


                                                 Pooling and Servicing Agreement
                                      -87-
<PAGE>

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

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

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

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

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

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


                                                 Pooling and Servicing Agreement
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<PAGE>

              its status as a Permitted Transferee.

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

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

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

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

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


                                                 Pooling and Servicing Agreement
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<PAGE>

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

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

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

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


                                                 Pooling and Servicing Agreement
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<PAGE>

          Organization.  Reasonable  compensation for providing such information
          may be required by the Trustee before it will provide such information
          to any such potentially affected Person.

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

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

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

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

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

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

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


                                                 Pooling and Servicing Agreement
                                      -91-
<PAGE>

bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate  under this  Section,  the  Trustee may require the payment of a sum
sufficient to cover any tax or other governmental  charge that may be imposed in
relation thereto and any other expenses  (including the fees and expenses of the
Trustee  and the  Certificate  Registrar)  connected  therewith.  Any  duplicate
Certificate  issued  pursuant to this  Section  shall  constitute  complete  and
indefeasible  evidence of ownership in the Trust Fund, as if originally  issued,
whether or not the lost,  stolen or destroyed  Certificate shall be found at any
time.

     Section 5.04. Persons Deemed Owners.

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

     Section 5.05. Appointment of Paying Agent.

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

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

     Section 5.06. Optional Purchase of Certificates.

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


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                                      -92-
<PAGE>

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

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

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

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

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

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

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


                                                 Pooling and Servicing Agreement
                                      -93-
<PAGE>

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

                                   ARTICLE VI

                          THE COMPANY AND THE SERVICER

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

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

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

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

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

     (c) Notwithstanding  anything else in this Section 6.02 and Section 6.04 to
the  contrary,  the  Servicer  may assign its rights and delegate its duties and
obligations  under  this  Agreement;  provided  that the Person  accepting  such
assignment or delegation shall be a Person which is qualified to service


                                                 Pooling and Servicing Agreement
                                      -94-
<PAGE>

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


                                                 Pooling and Servicing Agreement
                                      -95-
<PAGE>

to the Mortgage Loans on deposit in the Custodial Account as provided by Section
3.10  and,  on  the  Distribution  Date(s)  following  such  reimbursement,  the
aggregate  of such  expenses  and costs shall be  allocated  in reduction of the
Accrued  Certificate  Interest on each Class entitled thereto in the same manner
as if such expenses and costs constituted a Prepayment Interest Shortfall.

     Section 6.04. Company and Servicer Not to Resign.

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

                                   ARTICLE VII

                                     DEFAULT

     Section 7.01. Events of Default.

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

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

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

     (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


                                                 Pooling and Servicing Agreement
                                      -96-
<PAGE>

          liabilities  or  similar   proceedings,   or  for  the  winding-up  or
          liquidation  of its  affairs,  shall  have been  entered  against  the
          Servicer  and  such  decree  or order  shall  have  remained  in force
          undischarged or unstayed for a period of 60 days; or

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

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

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

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



                                                 Pooling and Servicing Agreement
                                      -97-
<PAGE>

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

     Section 7.02. Trustee to Act; Appointment of Successor.

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

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


                                                 Pooling and Servicing Agreement
                                      -98-
<PAGE>

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

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

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

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

     Section 7.03. Notification to Certificateholders.

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

     (b)  Within 60 days  after the  occurrence  of any  Event of  Default,  the
Trustee  shall  transmit by mail to all Holders of  Certificates  notice of each
such Event of  Default  hereunder  known to the  Trustee,  unless  such Event of
Default  shall  have been  cured or waived.  Section  7.04.  Waiver of Events of
Default.



                                                 Pooling and Servicing Agreement
                                      -99-
<PAGE>

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

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

     Section 8.01. Duties of Trustee.

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

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

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



                                                 Pooling and Servicing Agreement
                                      -100-
<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


                                                 Pooling and Servicing Agreement
                                      -101-
<PAGE>

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.

     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


                                                 Pooling and Servicing Agreement
                                      -102-
<PAGE>

         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.

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

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

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



                                                 Pooling and Servicing Agreement
                                      -103-
<PAGE>

     Section 8.04. Trustee May Own Certificates.

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

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

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

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

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

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

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

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

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

     Section 8.06. Eligibility Requirements for Trustee.

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


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

     Section 8.07. Resignation and Removal of the Trustee.

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

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

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



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<PAGE>

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

     Section 8.08. Successor Trustee.

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

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

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

     Section 8.09. Merger or Consolidation of Trustee.

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

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

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


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<PAGE>

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

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

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

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

     Section 8.11. Appointment of Custodians.

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


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<PAGE>

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

     Section 8.12. Appointment of Office or Agency.

     The Trustee shall  maintain an office or agency in Chicago,  Illinois where
Certificates  may be surrendered for  registration of transfer or exchange.  The
Trustee initially designates its offices located at 227 West Monroe Street, 26th
Floor, Chicago, Illinois 60606, Attn: Institutional Trust Services/Global Debt -
GMACM 2004-J3 for the purposes of keeping the Certificate Register.  The Trustee
shall maintain an office at each of the addresses stated in Section 11.05 hereof
where  notices and  demands to or upon the Trustee in respect of this  Agreement
may be served.

     Section 8.13. Representations and Warranties of the Trustee.

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

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

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

     (iii)The  execution,  delivery  and  performance  by the  Trustee  of  this
          Agreement  and  the  Custodial  Agreement  will  not (i)  violate  any
          provision  of any law or  regulation  governing  the banking and trust
          powers of the  Trustee or any order,  writ,  judgment or decree of any
          court, arbitrator, or governmental authority applicable to the Trustee
          or any of its assets,  (ii)  violate any  provision  of the  corporate
          charter or by-laws of the Trustee,  or (iii) violate any provision of,
          or  constitute,  with or  without  notice or lapse of time,  a default
          under,  or result in the  creation  or  imposition  of any lien on any
          properties included in the Trust Fund pursuant to the provisions of


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<PAGE>

          any mortgage,  indenture,  contract, agreement or other undertaking to
          which it is a party, which violation, default or lien could reasonably
          be  expected  to have a  materially  adverse  effect on the  Trustee's
          performance  or ability to perform its duties under this  Agreement or
          the Custodial Agreement or on the transactions  contemplated hereby or
          thereby;

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

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

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

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

                                   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


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                                      -109-
<PAGE>

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

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

     (b)  The  Servicer  shall  give the  Trustee  not less than 15 days'  prior
          written  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 of the month next  preceding the month of such final  distribution
          and not later  than the  Determination  Date  relating  to such  final
          distribution specifying:

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

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

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

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

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

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

     Section 9.02. Additional Termination Requirements.

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

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

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

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

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

                                    ARTICLE X

                                REMIC PROVISIONS

     Section 10.01. REMIC Administration.

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

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

     (c) GMACM shall hold a Class R Certificate  representing a 0.02% Percentage
Interest in each Class of the Class R  Certificates  and shall be  designated as
"the tax matters person" with respect to each REMIC in the manner provided under
Treasury  regulations  section  1.860F-4(d)  and  Treasury  regulations  section
301.6231(a)(7)-1.  The REMIC Administrator, as tax matters person, shall (i) act
on behalf of each REMIC in relation to any tax matter or  controversy  involving
the Trust  Fund and (ii)  represent  the  Trust  Fund in any  administrative  or
judicial proceeding relating to an examination or audit by any governmental


                                                 Pooling and Servicing Agreement
                                      -112-
<PAGE>

taxing authority with respect  thereto.  The legal expenses,  including  without
limitation attorneys' or accountants' fees, and costs of any such proceeding and
any liability  resulting  therefrom  shall be expenses of the Trust Fund and the
REMIC Administrator  shall be entitled to reimbursement  therefor out of amounts
attributable  to the  Mortgage  Loans on  deposit  in the  Custodial  Account as
provided by Section  3.10 unless such legal  expenses  and costs are incurred by
reason  of the REMIC  Administrator's  willful  misfeasance,  bad faith or gross
negligence.

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

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

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


                                                 Pooling and Servicing Agreement
                                      -113-
<PAGE>

Administrator or both, as applicable,  determine in its or their sole discretion
to indemnify the Trust Fund against the imposition of such a tax,  result in the
imposition  of such a tax. The Trustee shall not take or fail to take any action
(whether  or not  authorized  hereunder)  as to which the  Servicer or the REMIC
Administrator,  as applicable, has advised it in writing that it has received an
Opinion of Counsel to the effect  that an Adverse  REMIC  Event could occur with
respect to such action. In addition,  prior to taking any action with respect to
either REMIC created hereunder or any related assets thereof,  or causing either
REMIC to take any action,  which is not expressly  permitted  under the terms of
this  Agreement,  the  Trustee  shall  consult  with the  Servicer  or the REMIC
Administrator,  as  applicable,  or its  designee,  in writing,  with respect to
whether such action could cause an Adverse  REMIC Event to occur with respect to
either  REMIC,  and the Trustee  shall not take any such action or cause  either
REMIC  to  take  any  such  action  as  to  which  the  Servicer  or  the  REMIC
Administrator,  as  applicable,  has advised it in writing that an Adverse REMIC
Event could occur. The Servicer or the REMIC Administrator,  as applicable,  may
consult with counsel to make such written advice,  and the cost of same shall be
borne by the party  seeking to take the action not  expressly  permitted by this
Agreement,  but  in no  event  at  the  expense  of the  Servicer  or the  REMIC
Administrator.  At all times as may be required by the Code,  the Servicer shall
to the extent  within its control and the scope of its duties more  specifically
set forth herein, maintain substantially all of the assets of each REMIC created
hereunder as "qualified  mortgages" as defined in Section 860G(a)(3) of the Code
and "permitted investments" as defined in Section 860G(a)(5) of the Code.

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

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

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



                                                 Pooling and Servicing Agreement
                                      -114-
<PAGE>

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

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

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

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

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

     Section 10.02. Servicer, REMIC Administrator and Trustee Indemnification.

     (a) The Trustee agrees to indemnify the Trust Fund, the Company,  the REMIC
Administrator  and the  Servicer  for any  taxes and  costs  including,  without
limitation,  any  reasonable  attorneys fees imposed on or incurred by the Trust
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,


                                                 Pooling and Servicing Agreement
                                      -115-
<PAGE>

that such  liability  shall not be imposed to the extent such breach is a result
of an error or omission in information  provided to the REMIC  Administrator  by
the Servicer in which case Section 10.02(c) shall apply.

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

     Section 10.03. Designation of REMIC(s).

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

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

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

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

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

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

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

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

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

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

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

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

     Section 10.05. Compliance with Withholding Requirements.

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

                                   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,



                                                 Pooling and Servicing Agreement
                                      -117-
<PAGE>

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

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

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

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

     (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


                                                 Pooling and Servicing Agreement
                                      -118-
<PAGE>

Percentage  Interests  of each Class of  Certificates  affected  thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or such Custodial  Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:

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

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

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

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

     Section 11.02. Recordation of Agreement; Counterparts.

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


                                                 Pooling and Servicing Agreement
                                      -119-
<PAGE>


     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.

     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


                                                 Pooling and Servicing Agreement
                                      -120-
<PAGE>

which  shall be  deemed  to have been duly  given  only when  received),  to the
appropriate  address  for each  recipient  listed in the table below or, in each
case,  such  other  address  as may  hereafter  be  furnished  in writing to the
Servicer, the Trustee and the Company, as applicable:

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

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

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

Trustee             227 West Monroe Street,
                    26th Floor,
                    Chicago, Illinois 60606
                    Attn: Institutional Trust Services/Global Debt -
                    GMACM 2004-J3

Standard & Poor's   55 Water Street
                    New York, New York 10041

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

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

     Section 11.06. Required Notices to Rating Agency and Subservicer.

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



                                                 Pooling and Servicing Agreement
                                      -121-
<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.


                                                 Pooling and Servicing Agreement
                                      -122-
<PAGE>


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

     Section 11.09. Allocation of Voting Rights.

     98% of all of the  Voting  Rights  shall  be  allocated  among  Holders  of
Certificates, other than the Class IO and Class R Certificates, in proportion to
the outstanding Certificate Principal Balances of their respective Certificates;
1% of all Voting  Rights  shall be  allocated  among the Holders of the Class IO
Certificates,  in accordance with their respective Percentage Interests, 0.5% of
all  Voting  Rights  shall be  allocated  among  the  Holders  of the  Class R-I
Certificates, in accordance with their respective Percentage Interests, and 0.5%
of all Voting  Rights  shall be  allocated  among the  Holders of the Class R-II
Certificates, in accordance with their respective Percentage Interests.

     Section 11.10. Non-Petition.

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




                                                 Pooling and Servicing Agreement
                                      -123-
<PAGE>

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


                                                RESIDENTIAL ASSET MORTGAGE
                                                   PRODUCTS, INC.


                                                By: ____________________________
                                                Name:
                                                Title:



                                                GMAC MORTGAGE CORPORATION



                                                By: ____________________________
                                                Name:
                                                Title:



                                                JPMORGAN CHASE BANK,
                                                    AS TRUSTEE

                                                By: ____________________________
                                                Name:
                                                Title:




                                                 Pooling and Servicing Agreement
                                       S-1
<PAGE>


STATE OF                                      )
                                              )  ss.:
COUNTY OF                                     )


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

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


                                               _________________________________
                                                   Notary Public

[Notarial Seal]













                                                 Pooling and Servicing Agreement
<PAGE>




STATE OF                                      )
                                              )  ss.:
COUNTY OF                                     )


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

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



                                               _________________________________
                                                   Notary Public

[Notarial Seal]













                                                 Pooling and Servicing Agreement
<PAGE>



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

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

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




                                               _________________________________
                                                   Notary Public

[Notarial Seal]













                                                 Pooling and Servicing Agreement
<PAGE>


                                   EXHIBIT A-1

                           FORM OF CLASS A CERTIFICATE



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

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

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

                                        A-1-1


<PAGE>

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

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

<TABLE>
<CAPTION>


<S>                                                     <C>
Certificate No. 1                                       [[  ]% Pass-Through Rate][Based upon a
                                                        Notional Principal Balance]
Class A-     Senior
                                                        Aggregate Initial Certificate Principal
Date of Pooling and Servicing Agreement :               Balance of the Class A-
                                                        Certificates:
June 15, 2004
                                                        Initial [Certificate Principal Balance]
                                                        [Notational Amount] of this
Cut-off Date:                                           Certificate:
                                                        $__________________________
June 1, 2004

First Distribution Date:
July 26, 2004                                           CUSIP   _____ -_____

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
July 25, 2034


</TABLE>

                                        A-1-2

<PAGE>


                     GMAC MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2004-J3

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

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

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

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

               Distributions  on this  Certificate  will be made  either  by the
Trustee or by a Paying Agent  appointed by the Trustee in immediately  available
funds (by wire  transfer or  otherwise)  for the account of the Person  entitled

                                        A-1-3
<PAGE>

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

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

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

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

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

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

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

                                        A-1-4
<PAGE>

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

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

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

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

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

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

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


                                        A-1-5
<PAGE>

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


                                        A-1-6

<PAGE>


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

Dated:  __________, 200__       JPMORGAN CHASE BANK,
                                Not in its individual capacity but solely as
                                Trustee



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



                          CERTIFICATE OF AUTHENTICATION

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

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



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


                                        A-1-7


<PAGE>


                                   ASSIGNMENT

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

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


Dated:  __________________________


                                        ______________________________________
                                        Signature by or on behalf of assignor


                                        ______________________________________
                                        Signature Guaranteed




                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available    funds    to    ____________________     for    the    account    of
__________________________________________, account number ____________________,
or, if mailed by check, to ______________________________.

     Applicable statements should be mailed to ___________________________.

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



                                        A-1-8

<PAGE>

                                   EXHIBIT A-2

                          FORM OF CLASS IO CERTIFICATE

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

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

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

                                        A-2-1

<PAGE>

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

<TABLE>

<S>                                             <C>
Certificate No. 1                              Variable Pass-Through Rate based on
                                               a Notional Amount
Class IO Senior
                                               [Percentage Interest  ___%]
Date of Pooling and Servicing Agreement :
June 15, 2004                                  [ _______________] Initial Pass-Through
                                               Rate based on a Notional Amount
Cut-off Date:
June 1, 2004

First Distribution Date:
July 26, 2004

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
July 25, 2034


</TABLE>

                                        A-2-2


<PAGE>


                     GMACM MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2004-J3

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

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

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

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

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

               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

                                        A-2-3
<PAGE>

agency  appointed  by the  Trustee  for that  purpose  in the  City of  Chicago,
Illinois. The Class IO Notional Amount of this Certificate is set forth above.

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

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

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

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

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


                                        A-2-4
<PAGE>

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

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

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

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

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

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

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


                                        A-2-5
<PAGE>


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

Dated:  __________, 200__       JPMORGAN CHASE BANK,
                                Not in its individual capacity but solely as
                                Trustee



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



                          CERTIFICATE OF AUTHENTICATION

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

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



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




                                        A-2-6

<PAGE>


                                   ASSIGNMENT

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

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


Dated:  __________________________


                                        ______________________________________
                                        Signature by or on behalf of assignor


                                        ______________________________________
                                        Signature Guaranteed




                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available    funds    to    ____________________     for    the    account    of
__________________________________________, account number ____________________,
or, if mailed by check, to ______________________________.

     Applicable statements should be mailed to ___________________________.

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



                                        A-2-7
<PAGE>
                              EXHIBIT A-3

                          FORM OF CLASS PO CERTIFICATE

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

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

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

                                        A-3-1

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

<TABLE>

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

Class PO Senior                                       Aggregate Initial Certificate Principal
                                                      Balance of the Class PO Certificates $[  ]
Date of Pooling and Servicing Agreement :
June 15, 2004                                         Initial Certificate Principal
                                                      Balance of this Certificate:
                                                      $_____________
Cut-off Date:
June 1, 2004                                          CUSIP ___-___

First Distribution Date:
July 26, 2004

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
July 25, 2034


</TABLE>



                                        A-3-2
<PAGE>


                     GMACM MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2004-J3

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

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

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

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

               Distributions  on this  Certificate  will be made  either  by the
Trustee or by a Paying Agent  appointed by the Trustee in immediately  available
funds (by wire  transfer or  otherwise)  for the account of the Person  entitled
thereto if such Person shall have so notified the Trustee or such Paying  Agent,

                                        A-3-3
<PAGE>

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

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

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

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

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

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

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

                                        A-3-4
<PAGE>

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

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

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

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

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

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


                                        A-3-5
<PAGE>

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



                                        A-3-6
<PAGE>



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

Dated:  _________, 200__       JPMORGAN CHASE BANK,
                               Not in its individual capacity but solely as
                               Trustee



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



                          CERTIFICATE OF AUTHENTICATION

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

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



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




                                        A-3-7
<PAGE>


                                   ASSIGNMENT

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

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


Dated:  __________________________


                                        ______________________________________
                                        Signature by or on behalf of assignor


                                        ______________________________________
                                        Signature Guaranteed




                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available    funds    to    ____________________     for    the    account    of
__________________________________________, account number ____________________,
or, if mailed by check, to ______________________________.

     Applicable statements should be mailed to ___________________________.

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


                                        A-3-8

<PAGE>


                                    EXHIBIT B

                           FORM OF CLASS M CERTIFICATE

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

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

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

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

                                        B-1

<PAGE>

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

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

<TABLE>

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

Class M-     Subordinate
                                                        Aggregate Certificate Principal Balance
Date of Pooling and Servicing Agreement :               of the Class M-[   ] Certificates:
June 15, 2004                                           $                            ]

Cut-off Date:                                           Initial Certificate Principal Balance
                                                        of this Certificate:
June 1, 2004                                            $____________________

First Distribution Date:                                CUSIP __________ -____
July 26, 2004

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
July 25, 2034


</TABLE>


                                        B-2


<PAGE>


                    GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-J3

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

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

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

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

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

                                        B-3
<PAGE>

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

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

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

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

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

               The Agreement permits,  with certain exceptions therein provided,
the  amendment  of  the  Agreement  and  the  modification  of  the  rights  and
obligations  of the Company,  the Servicer and the Trustee and the rights of the
Certificateholders  under the Agreement at any time by the Company, the Servicer
and the Trustee with the consent of the Holders of  Certificates  evidencing  in
the  aggregate  not less than 66% of the  Percentage  Interests of each Class of
Certificates   affected  thereby.  Any  such  consent  by  the  Holder  of  this
Certificate  shall be conclusive  and binding on such Holder and upon all future
holders of this  Certificate  and of any  Certificate  issued upon the  transfer

                                        B-4
<PAGE>

hereof or in exchange  herefor or in lieu hereof whether or not notation of such
consent is made upon the  Certificate.  The Agreement also permits the amendment
thereof in certain  circumstances  without  the consent of the Holders of any of
the Certificates and, in certain additional  circumstances,  without the consent
of the Holders of certain Classes of Certificates.

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

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

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

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

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

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


                                        B-5
<PAGE>

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


                                        B-6
<PAGE>


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

Dated:  __________, 200__        JPMORGAN CHASE BANK,
                                 Not in its individual capacity but solely as
                                 Trustee



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



                          CERTIFICATE OF AUTHENTICATION

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

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



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



                                        B-7



<PAGE>

                                   ASSIGNMENT

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

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


Dated:  __________________________


                                        ______________________________________
                                        Signature by or on behalf of assignor


                                        ______________________________________
                                        Signature Guaranteed




                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available    funds    to    ____________________     for    the    account    of
__________________________________________, account number ____________________,
or, if mailed by check, to ______________________________.

     Applicable statements should be mailed to ___________________________.

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



                                        B-8
<PAGE>



                                    EXHIBIT C

                           FORM OF CLASS B CERTIFICATE

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

THIS  CERTIFICATE  HAS NOT BEEN AND WILL NOT BE REGISTERED  UNDER THE SECURITIES
ACT OF 1933,  AS  AMENDED,  OR THE  SECURITIES  LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED  UNLESS IT IS REGISTERED  PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS  WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER  APPLICABLE  STATE LAW AND IS TRANSFERRED IN ACCORDANCE  WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION  PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE SERVICER,  THE COMPANY AND THE TRUSTEE
THAT THE  PURCHASE  OF THIS  CERTIFICATE  WILL NOT  CONSTITUTE  OR  RESULT  IN A
NON-EXEMPT  PROHIBITED  TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME  SECURITY  ACT OF 1974,  AS AMENDED  ("ERISA"),  OR  SECTION  4975 OF THE
INTERNAL  REVENUE CODE OF 1986,  AS AMENDED,  AND WILL NOT SUBJECT THE SERVICER,
THE COMPANY OR THE TRUSTEE TO ANY  OBLIGATION  OR LIABILITY IN ADDITION TO THOSE
UNDERTAKEN IN THE AGREEMENT.


<TABLE>

<S>             <C>
Certificate No. 1                                 [[  ]% Pass-Through Rate][Based upon a
                                                  Notional Principal Balance]
Class B-     Subordinate
                                                  Aggregate Certificate Principal Balance of the
Date of Pooling and Servicing Agreement :         Class B-     Certificates as of the Cut-off
                                                  Date::
June 15, 2004                                     $ ______________]

Cut-off Date:                                     Initial Certificate Principal Balance of
June 1, 2004                                      this Certificate:
                                                  $______________

First Distribution Date:
July 26, 2004

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
July 25, 2034
</TABLE>

                                        C-1


<PAGE>


                    GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-J3

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

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

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

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

               Distributions  on this  Certificate  will be made  either  by the
Trustee or by a Paying Agent  appointed by the Trustee in immediately  available
funds (by wire  transfer or  otherwise)  for the account of the Person  entitled
thereto if such Person shall have so notified the Trustee or such Paying  Agent,

                                        C-2

<PAGE>

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

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

               No transfer,  sale,  pledge or other  disposition of this Class B
Certificate will be made unless such transfer, sale, pledge or other disposition
is exempt from the  registration  requirements of the Securities Act of 1933, as
amended,  and any applicable state securities laws or is made in accordance with
said Act and laws.  In the event that such a transfer is to be made,  either (i)
(A) the Trustee  shall  require an opinion of counsel  acceptable to and in form
and substance  satisfactory to the Trustee and the Company that such transfer is
exempt  (describing the applicable  exemption and the basis therefor) from or is
being made pursuant to the  registration  requirements  of the Securities Act of
1933, as amended, and of any applicable statute of any state and (B) the Trustee
shall  require the  transferee  to execute a  representation  letter in the form
described by the  Agreement,  and the Trustee  shall  require the  transferor to
execute a  representation  letter in the form described by the  Agreement,  each
acceptable  to and in form and  substance  satisfactory  to the  Company and the
Trustee  certifying  to the Company and the Trustee the facts  surrounding  such
transfer,  which representation  letters shall not be an expense of the Trustee,
the Company or the Servicer; provided, however, that such representation letters
shall  not be  required  in  connection  with  any  transfer  of  this  Class  B
Certificate  by the  Company  or any  affiliate  thereof  to the  Company  or an
affiliate of the Company, and the Trustee shall be entitled to conclusively rely
upon a  representation  (which,  upon the  request  of the  Trustee,  shall be a
written representation) from the Company, of the status of such transferee as an
affiliate of the Company,  or (ii) the  prospective  transferee  of this Class B
Certificate  shall be  required  to provide  the  Trustee,  the  Company and the
Servicer with an investment  letter  substantially  in the form described in the
Agreement  (or such  other  form as the  Company  in its sole  discretion  deems
acceptable), which investment letter shall not be an expense of the Trustee, the
Company or the Servicer,  and which  investment  letter states that, among other
things,  such  transferee  (A) is a "qualified  institutional  buyer" as defined
under Rule 144A,  acting for its own account or the accounts of other "qualified
institutional  buyers"  as defined  under  Rule 144A,  and (B) is aware that the
proposed   transferor  intends  to  rely  on  the  exemption  from  registration
requirements  under the  Securities  Act of 1933,  as amended,  provided by Rule
144A. The Holder hereof desiring to effect such transfer shall,  and does hereby
agree to, indemnify the Trustee,  the Company,  the Servicer and the Certificate
Registrar  acting on behalf of the Trustee against any liability that may result
if the transfer is not so exempt or is not made in accordance  with such Federal
and state laws.  In  connection  with any such  transfer,  the Trustee will also
require either (i) an opinion of counsel acceptable to and in form and substance
satisfactory  to the Trustee,  the Company and the Servicer  with respect to the
permissibility  of such transfer under the Employee  Retirement  Income Security
Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code

                                        C-3

<PAGE>

of 1986, as amended (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
plan or other plan subject to ERISA or Section  4975 of the Code (a "Plan"),  or
any other  person  (including  an  investment  manager,  a named  fiduciary or a
trustee of any Plan) acting, directly or indirectly,  on behalf of or purchasing
any  Certificate  with "plan assets" of any Plan, or stating that the transferee
is an  insurance  company,  the source of funds to be used by it to purchase the
Certificate  (or interest  therein) is an "insurance  company  general  account"
(within  the  meaning  of  Department  of  Labor  Prohibited  Transaction  Class
Exemption  ("PTCE")  95-60),  and  conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied.

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

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

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

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

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


                                        C-4
<PAGE>

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

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

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

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

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

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


                                        C-5

<PAGE>


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

Dated:  __________, 200__       JPMORGAN CHASE BANK,
                                Not in its individual capacity but solely as
                                Trustee



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



                          CERTIFICATE OF AUTHENTICATION

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

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



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



                                        C-6

<PAGE>


                                   ASSIGNMENT

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

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


Dated:  __________________________


                                        ______________________________________
                                        Signature by or on behalf of assignor


                                        ______________________________________
                                        Signature Guaranteed




                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available    funds    to    ____________________     for    the    account    of
__________________________________________, account number ____________________,
or, if mailed by check, to ______________________________.

     Applicable statements should be mailed to ___________________________.

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

                                        C-7

<PAGE>


                                    EXHIBIT D

                           FORM OF CLASS R CERTIFICATE

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

SOLELY FOR U.S.  FEDERAL  INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "RESIDUAL
INTEREST"  IN A "REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (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 (AS
DEFINED  BELOW) OR AN OPINION  OF  COUNSEL  SATISFACTORY  TO THE  SERVICER,  THE
COMPANY  AND THE  TRUSTEE  THAT  THE  PURCHASE  OF  THIS  CERTIFICATE  WILL  NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
THE EMPLOYEE  RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED  ("ERISA"),  OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE  SERVICER,  THE COMPANY OR THE
TRUSTEE TO ANY  OBLIGATION  OR LIABILITY IN ADDITION TO THOSE  UNDERTAKEN IN THE
AGREEMENT.

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

                                        D-1
<PAGE>

TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, (3) THE PROPOSED  TRANSFEREE WILL
NOT CAUSE INCOME FROM THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT
ESTABLISHMENT  OR FIXED BASE  (WITHIN  THE MEANING OF AN  APPLICABLE  INCOME TAX
TREATY) OF THE TRANSFEREE OR ANOTHER U.S.  TAXPAYER,  AND (4) ANY TRANSFER OF AN
OWNERSHIP  INTEREST IN THIS  CERTIFICATE WILL SATISFY EITHER THE "ASSET TEST" AS
SET FORTH IN SECTION  1.860E-1(C)(5) OF THE TREASURY REGULATIONS OR THE "FORMULA
TEST"  SET  FORTH  IN  SECTION   1.860E-1(C)(7)  OF  THE  TREASURY  REGULATIONS.
NOTWITHSTANDING  THE  REGISTRATION IN THE CERTIFICATE  REGISTER OR ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED  ORGANIZATION OR
AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE
A CERTIFICATEHOLDER  FOR ANY PURPOSE HEREUNDER,  INCLUDING,  BUT NOT LIMITED TO,
THE  RECEIPT  OF  DISTRIBUTIONS  ON  THIS  CERTIFICATE.   EACH  HOLDER  OF  THIS
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE  SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.

<TABLE>

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

Class R-     Senior                               Aggregate Initial Certificate Principal
                                     Balance
                                                  of the Class R-     Certificates:  $50.00
Date of Pooling and Servicing Agreement :
June 15, 2004                                     Initial Certificate Principal Balance of
                                                  this Certificate:
                                                  $________________
Cut-off Date:
June 1, 2004                                      [Percentage Interest:  [  ]%]

First Distribution Date:                          CUSIP
July 26, 2004

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
July 25, 2034
</TABLE>


                                        D-2



<PAGE>


                    GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-J3

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

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

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

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

               Each Holder of this  Certificate will be deemed to have agreed to
be bound by the  restrictions  set forth in the Agreement to the effect that (i)
each person holding or acquiring any Ownership Interest in this Certificate must
be a United States Person and a Permitted  Transferee,  (ii) the transfer of any

                                        D-3

<PAGE>

Ownership  Interest in this Certificate will be conditioned upon the delivery to
the Trustee of,  among other  things,  an  affidavit  to the effect that it is a
United  States  Person  and  Permitted  Transferee,  (iii) any  transfer  of any
Ownership  Interest in this  Certificate will satisfy either the "asset test" as
set forth in Section  1.860E-1(C)(5) of the Treasury regulations or the "formula
test" as set forth in Section  1.860E-1(C)(7) of the Treasury regulations,  (iv)
any  attempted  or  purported   transfer  of  any  Ownership  Interest  in  this
Certificate in violation of such  restrictions  will be absolutely null and void
and will vest no rights in the purported transferee, and (v) if any person other
than a United  States Person and a Permitted  Transferee  acquires any Ownership
Interest in this Certificate in violation of such restrictions, then the Company
will have the right,  in its sole discretion and without notice to the Holder of
this  Certificate,  to sell this  Certificate  to a  purchaser  selected  by the
Company, which purchaser may be the Company, or any affiliate of the Company, on
such terms and conditions as the Company may choose.

               Notwithstanding   the  above,  the  final  distribution  on  this
Certificate  will be made after due notice of the pendency of such  distribution
and only upon  presentation  and surrender of this  Certificate at the office or
agency  appointed  by the  Trustee  for that  purpose  in the  City of  Chicago,
Illinois.  The Initial Certificate  Principal Balance of this Certificate is set
forth above.  The  Certificate  Principal  Balance hereof will be reduced to the
extent of distributions allocable to principal and any Realized Losses allocable
hereto.  Notwithstanding  the  reduction of the  Certificate  Principal  Balance
hereof to zero, this Certificate will remain outstanding under the Agreement and
the  Holder  hereof  may  have  additional  obligations  with  respect  to  this
Certificate,   including  tax  liabilities,  and  may  be  entitled  to  certain
additional  distributions hereon, in accordance with the terms and provisions of
the Agreement.

               No transfer of this Class R-[ ]  Certificate  will be made unless
the Trustee has received  either (i) an opinion of counsel  acceptable to and in
form and  substance  satisfactory  to the Trustee,  the Company and the Servicer
with  respect  to  the  permissibility  of  such  transfer  under  the  Employee
Retirement Income Security Act of 1974, as amended  ("ERISA"),  and Section 4975
of the Internal  Revenue Code of 1986,  as amended  (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 and will not subject the
depositor,  the  trustee or the  servicer  to any  obligation  or  liability  in
addition to those undertaken in the Agreement 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 ERISA or Section 4975 of the Code (a
"Plan"), or any other person (including an investment manager, a named fiduciary
or a trustee  of any  Plan)  acting,  directly  or  indirectly,  on behalf of or
purchasing any Certificate with "plan assets" of any Plan.

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

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

                                        D-4
<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

                                        D-5
<PAGE>

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.


                                        D-6

<PAGE>


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

Dated:  __________, 200__      JPMORGAN CHASE BANK,
                               Not in its individual capacity but solely as
                               Trustee



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



                          CERTIFICATE OF AUTHENTICATION

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

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



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


                                        D-7


<PAGE>


                                   ASSIGNMENT

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

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


Dated:  __________________________


                                        ______________________________________
                                        Signature by or on behalf of assignor


                                        ______________________________________
                                        Signature Guaranteed




                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available    funds    to    ____________________     for    the    account    of
__________________________________________, account number ____________________,
or, if mailed by check, to ______________________________.

     Applicable statements should be mailed to ___________________________.

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


                                        D-8
<PAGE>

<TABLE>
<CAPTION>

                                    EXHIBIT E

                             MORTGAGE LOAN SCHEDULE



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

<S>                                 <C>                           <C>
 0101029216                         $515,000.00                   $2,883.86                       REFINANCE
 90503                              02/22/2004                    $513,260.97                     05/01/2004
 CA                                 04/01/2004                    5.375                           STANDARD

 67.59                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0101029990                         $465,000.00                   $2,603.87                       REFINANCE

 91775                              03/25/2004                    $463,869.99                     05/01/2004
 CA                                 05/01/2004                    5.375                           STANDARD
 69.92                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0101030913                         $483,000.00                   $2,704.67                       REFINANCE
 92807                              03/25/2004                    $481,915.11                     05/01/2004

 CA                                 05/01/2004                    5.375                           STANDARD
 70                                 PUD-DETACHED                  PRIMARY RESIDENCE               N

 0101031337                         $424,000.00                   $2,374.28                       REFINANCE
 92887                              04/12/2004                    $423,524.89                     05/01/2004
 CA                                 06/01/2004                    5.375                           STANDARD

 38.55                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0101031702                         $400,000.00                   $2,271.16                       REFINANCE

 92688                              04/07/2004                    $399,562.17                     05/01/2004
 CA                                 06/01/2004                    5.5                             STANDARD
 58.82                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0101032165                         $354,000.00                   $2,037.83                       REFINANCE
 91001                              04/03/2004                    $353,621.55                     05/01/2004

 CA                                 06/01/2004                    5.625                           STANDARD
 50.57                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0101032324                         $520,000.00                   $2,952.51                       PURCHASE
 92881                              04/23/2004                    $519,430.82                     05/01/2004
 CA                                 06/01/2004                    5.5                             STANDARD

 78.2                               PUD-DETACHED                  PRIMARY RESIDENCE               N
 0101032433                         $456,000.00                   $2,589.12                       REFINANCE

 94066                              04/26/2004                    $455,500.88                     05/01/2004
 CA                                 06/01/2004                    5.5                             STANDARD
 69.62                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0553551409                         $376,950.00                   $2,199.78                       PURCHASE
 02790                              04/26/2004                    $376,556.44                     05/01/2004

 MA                                 06/01/2004                    5.75                            STANDARD
 79.97                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0555268309                         $357,700.00                   $2,030.99                       PURCHASE
 19468                              04/22/2004                    $357,308.47                     05/01/2004
 PA                                 06/01/2004                    5.5                             STANDARD

 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0555568302                         $326,200.00                   $1,852.13                       REFINANCE

 98335                              04/01/2004                    $325,842.95                     05/01/2004
 WA                                 06/01/2004                    5.5                             STATED INCOME
 79.99                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0556314805                         $649,000.00                   $3,583.81                       PURCHASE
 92677                              03/30/2004                    $645,333.43                     06/01/2004

 CA                                 05/01/2004                    5.25                            RELOCATION
 79.15                              SINGLE FAMILY-                PRIMARY RESIDENCE               Y









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

 0557055100                         $484,000.00                   $2,710.27                       PURCHASE
 94583                              09/10/2003                    $479,592.55                     05/01/2004
 CA                                 11/01/2003                    5.375                           RELOCATION

 80                                 PUD-DETACHED                  PRIMARY RESIDENCE               Y
 0557175809                         $413,700.00                   $2,348.95                       PURCHASE

 76016                              04/16/2004                    $413,247.18                     05/01/2004
 TX                                 06/01/2004                    5.5                             SELECT
 79.88                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0557819703                         $553,200.00                   $3,097.77                       PURCHASE
 91381                              03/12/2004                    $551,957.44                     06/01/2004

 CA                                 05/01/2004                    5.375                           RELOCATION
 74.76                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0560040701                         $400,000.00                   $2,239.89                       PURCHASE
 93536                              04/26/2004                    $399,302.09                     05/01/2004
 CA                                 06/01/2004                    5.375                           STANDARD

 91.93                              PUD-DETACHED                  PRIMARY RESIDENCE               N
 0560188302                         $700,000.00                   $3,757.76                       PURCHASE

 07901                              04/15/2004                    $699,158.91                     05/01/2004
 NJ                                 06/01/2004                    5                               RELOCATION
 77.35                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0561001108                         $435,000.00                   $2,402.09                       PURCHASE
 33027                              02/12/2004                    $433,496.55                     05/01/2004

 FL                                 04/01/2004                    5.25                            RELOCATION
 73.11                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0561040502                         $400,000.00                   $2,271.16                       PURCHASE
 03110                              04/06/2004                    $399,533.33                     06/01/2004
 NH                                 06/01/2004                    5.5                             STANDARD

 50.63                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0561077405                         $344,000.00                   $1,926.31                       PURCHASE

 48098                              02/17/2004                    $342,838.38                     05/01/2004
 MI                                 04/01/2004                    5.375                           SELECT
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0561268806                         $355,300.00                   $2,101.74                       REFINANCE
 98223                              05/06/2004                    $355,300.00                     06/01/2004

 WA                                 07/01/2004                    5.875                           STANDARD
 78.96                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0561382201                         $719,200.00                   $3,806.07                       PURCHASE
 90278                              04/01/2004                    $718,315.68                     05/01/2004
 CA                                 06/01/2004                    4.875                           RELOCATION

 80                                 CONDOMINIUM-                  PRIMARY RESIDENCE               N
 0561455601                         $450,000.00                   $2,450.20                       PURCHASE

 07869                              03/15/2004                    $448,941.10                     05/01/2004
 NJ                                 05/01/2004                    5.125                           RELOCATION
 64.29                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0561917006                         $536,000.00                   $2,959.82                       PURCHASE
 77005                              03/09/2004                    $534,767.67                     05/01/2004

 TX                                 05/01/2004                    5.25                            RELOCATION
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N









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

 0562027508                         $147,150.00                   $882.24                         PURCHASE
 19606                              04/30/2004                    $147,003.51                     05/01/2004
 PA                                 06/01/2004                    6                               STATED INCOME

 75                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0562153304                         $376,000.00                   $2,047.28                       PURCHASE

 07052                              04/15/2004                    $375,558.55                     05/01/2004
 NJ                                 06/01/2004                    5.125                           RELOCATION
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               Y

 0562155804                         $466,500.00                   $2,685.44                       PURCHASE
 06880                              04/20/2004                    $466,001.28                     05/01/2004

 CT                                 06/01/2004                    5.625                           STANDARD
 75                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0562236307                         $510,000.00                   $2,855.86                       PURCHASE
 10590                              03/29/2004                    $508,853.82                     05/01/2004
 NY                                 05/01/2004                    5.375                           RELOCATION

 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0562241208                         $403,000.00                   $2,351.80                       REFINANCE

 20124                              02/18/2004                    $401,731.67                     05/01/2004
 VA                                 04/01/2004                    5.75                            STREAMLINE
 79.04                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0562281709                         $440,000.00                   $2,463.88                       PURCHASE
 08691                              03/22/2004                    $439,011.69                     05/01/2004

 NJ                                 05/01/2004                    5.375                           RELOCATION
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0562474700                         $559,200.00                   $3,131.36                       PURCHASE
 08226                              03/29/2004                    $557,943.97                     05/01/2004
 NJ                                 05/01/2004                    5.375                           SELECT

 80                                 CONDOMINIUM-                  SECOND HOME                     N
 0562488304                         $472,000.00                   $2,606.41                       PURCHASE

 48306                              02/27/2004                    $470,368.65                     05/01/2004
 MI                                 04/01/2004                    5.25                            RELOCATION
 79.96                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0562561308                         $775,000.00                   $4,339.78                       PURCHASE
 60022                              03/15/2004                    $773,259.25                     05/01/2004

 IL                                 05/01/2004                    5.375                           RELOCATION
 69.98                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0562575001                         $597,900.00                   $3,348.07                       PURCHASE
 07446                              03/17/2004                    $596,557.03                     05/01/2004
 NJ                                 05/01/2004                    5.375                           RELOCATION

 68.11                              SINGLE FAMILY-                PRIMARY RESIDENCE               Y
 0562713602                         $368,000.00                   $2,032.11                       REFINANCE

 78248                              02/27/2004                    $365,793.84                     05/01/2004
 TX                                 04/01/2004                    5.25                            STANDARD
 78.8                               PUD-DETACHED                  PRIMARY RESIDENCE               N

 0562859306                         $345,000.00                   $1,878.49                       PURCHASE
 32903                              02/20/2004                    $343,759.15                     05/01/2004

 FL                                 04/01/2004                    5.125                           RELOCATION
 66.35                              PUD-DETACHED                  PRIMARY RESIDENCE               N









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

 0562867606                         $393,200.00                   $2,232.55                       PURCHASE
 60060                              04/01/2004                    $392,769.62                     05/01/2004
 IL                                 06/01/2004                    5.5                             RELOCATION

 56.97                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0562931105                         $515,472.00                   $2,886.50                       PURCHASE

 92373                              04/21/2004                    $514,894.39                     05/01/2004
 CA                                 06/01/2004                    5.375                           STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0562937607                         $334,300.00                   $1,950.89                       PURCHASE
 85253                              04/28/2004                    $333,950.96                     05/01/2004

 AZ                                 06/01/2004                    5.75                            STATED INCOME
 61                                 PUD-DETACHED                  PRIMARY RESIDENCE               N

 0563082908                         $500,000.00                   $2,761.02                       PURCHASE
 94550                              04/09/2004                    $499,426.48                     05/01/2004
 CA                                 06/01/2004                    5.25                            RELOCATION

 70.52                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0563088707                         $465,000.00                   $2,567.75                       PURCHASE

 07920                              03/23/2004                    $463,930.92                     05/01/2004
 NJ                                 05/01/2004                    5.25                            STANDARD
 69.92                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0563155001                         $503,200.00                   $2,896.71                       PURCHASE
 08550                              04/26/2004                    $502,662.04                     05/01/2004

 NJ                                 06/01/2004                    5.625                           STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0563172709                         $517,600.00                   $2,898.42                       PURCHASE
 20148                              03/12/2004                    $516,437.31                     05/01/2004
 VA                                 05/01/2004                    5.375                           RELOCATION

 79.89                              PUD-DETACHED                  PRIMARY RESIDENCE               Y
 0563228907                         $480,000.00                   $2,687.87                       PURCHASE

 11786                              04/22/2004                    $479,462.13                     05/01/2004
 NY                                 06/01/2004                    5.375                           RELOCATION
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0563292408                         $888,000.00                   $5,111.83                       REFINANCE
 48094                              04/26/2004                    $887,050.67                     05/01/2004

 MI                                 06/01/2004                    5.625                           STANDARD
 74                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0563351501                         $498,376.00                   $2,829.73                       REFINANCE
 48306                              03/19/2004                    $497,282.48                     05/01/2004
 MI                                 05/01/2004                    5.5                             STANDARD

 75.51                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0563377001                         $665,000.00                   $3,880.76                       REFINANCE

 96825                              05/06/2004                    $665,000.00                     06/01/2004
 HI                                 07/01/2004                    5.75                            STANDARD
 69.27                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0563409101                         $420,000.00                   $2,451.01                       PURCHASE
 80442                              05/03/2004                    $420,000.00                     06/01/2004

 CO                                 07/01/2004                    5.75                            STANDARD
 80                                 SINGLE FAMILY-                SECOND HOME                     N









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

 0563418904                         $420,000.00                   $2,484.46                       PURCHASE
 10314                              05/04/2004                    $420,000.00                     06/01/2004
 NY                                 07/01/2004                    5.875                           STATED INCOME

 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0563452408                         $360,000.00                   $2,044.05                       PURCHASE

 89012                              04/15/2004                    $359,605.95                     05/01/2004
 NV                                 06/01/2004                    5.5                             STANDARD
 80                                 PUD-DETACHED                  PRIMARY RESIDENCE               N

 0563494004                         $348,000.00                   $1,868.14                       PURCHASE
 87111                              04/21/2004                    $347,581.86                     05/01/2004

 NM                                 06/01/2004                    5                               RELOCATION
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0563586205                         $501,600.00                   $2,967.16                       PURCHASE
 02818                              04/26/2004                    $501,088.59                     05/01/2004
 RI                                 06/01/2004                    5.875                           STANDARD

 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0563594506                         $700,000.00                   $4,029.60                       PURCHASE

 08889                              04/26/2004                    $699,251.65                     05/01/2004
 NJ                                 06/01/2004                    5.625                           STANDARD
 77.78                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0563604008                         $344,000.00                   $1,980.26                       PURCHASE
 01944                              04/29/2004                    $343,632.24                     05/01/2004

 MA                                 06/01/2004                    5.625                           STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0563644608                         $738,480.00                   $4,487.09                       PURCHASE
 32312                              04/28/2004                    $737,762.24                     05/01/2004
 FL                                 06/01/2004                    6.125                           SELECT

 75                                 PUD-DETACHED                  PRIMARY RESIDENCE               N
 0563654706                         $395,000.00                   $2,305.12                       REFINANCE

 11021                              03/26/2004                    $394,173.20                     05/01/2004
 NY                                 05/01/2004                    5.75                            EXPRESS
 64.23                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0563747906                         $400,000.00                   $2,239.89                       PURCHASE
 19348                              04/26/2004                    $399,551.78                     05/01/2004

 PA                                 06/01/2004                    5.375                           RELOCATION
 58.39                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0563817808                         $440,000.00                   $2,532.89                       PURCHASE
 01890                              04/29/2004                    $439,529.61                     05/01/2004
 MA                                 06/01/2004                    5.625                           STANDARD

 56.77                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0563852201                         $385,000.00                   $2,185.99                       PURCHASE

 01545                              05/05/2004                    $385,000.00                     06/01/2004
 MA                                 07/01/2004                    5.5                             STANDARD
 77.39                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0563967900                         $408,000.00                   $2,380.98                       PURCHASE
 11040                              04/28/2004                    $407,574.02                     05/01/2004

 NY                                 06/01/2004                    5.75                            STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N









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

 0564116309                         $456,009.00                   $2,661.15                       REFINANCE
 90066                              04/26/2004                    $455,532.89                     05/01/2004
 CA                                 06/01/2004                    5.75                            STANDARD

 64.23                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0564117802                         $357,600.00                   $2,086.86                       PURCHASE

 07936                              05/04/2004                    $357,600.00                     06/01/2004
 NJ                                 07/01/2004                    5.75                            STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0564193308                         $348,000.00                   $1,948.70                       PURCHASE
 94565                              03/22/2004                    $347,218.35                     05/01/2004

 CA                                 05/01/2004                    5.375                           RELOCATION
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0564239507                         $385,000.00                   $2,185.99                       PURCHASE
 33037                              04/08/2004                    $384,578.59                     05/01/2004
 FL                                 06/01/2004                    5.5                             STANDARD

 70                                 CONDOMINIUM-                  PRIMARY RESIDENCE               N
 0564247807                         $377,600.00                   $2,027.04                       PURCHASE

 77030                              03/23/2004                    $376,690.69                     05/01/2004
 TX                                 05/01/2004                    5                               RELOCATION
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0564271203                         $350,000.00                   $2,042.51                       PURCHASE
 48357                              04/30/2004                    $349,634.57                     05/01/2004

 MI                                 06/01/2004                    5.75                            SELECT
 62.61                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0564309904                         $822,250.00                   $4,668.65                       PURCHASE
 02135                              04/29/2004                    $821,350.00                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD

 65                                 2-4 FAMILY-DETACHED           PRIMARY RESIDENCE               N
 0564319903                         $458,617.00                   $2,603.98                       REFINANCE

 78606                              04/23/2004                    $458,115.01                     05/01/2004
 TX                                 06/01/2004                    5.5                             STANDARD
 63.7                               SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0564375103                         $600,000.00                   $3,453.94                       REFINANCE
 06830                              04/28/2004                    $599,358.56                     05/01/2004

 CT                                 06/01/2004                    5.625                           STANDARD
 25                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0564386506                         $372,750.00                   $2,116.44                       REFINANCE
 48360                              04/21/2004                    $372,342.00                     05/01/2004
 MI                                 06/01/2004                    5.5                             SELECT

 52.13                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0564406304                         $337,250.00                   $1,994.97                       PURCHASE

 10930                              05/13/2004                    $337,250.00                     06/01/2004
 NY                                 07/01/2004                    5.875                           STANDARD
 95                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0564406908                         $383,000.00                   $2,114.95                       PURCHASE
 94103                              04/27/2004                    $382,560.68                     05/01/2004

 CA                                 06/01/2004                    5.25                            RELOCATION
 79.92                              CONDOMINIUM-                  PRIMARY RESIDENCE               Y









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

 0564464907                         $450,000.00                   $2,555.06                       PURCHASE
 48306                              04/29/2004                    $449,507.44                     06/01/2004
 MI                                 06/01/2004                    5.5                             SELECT

 70.48                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0564540706                         $423,693.00                   $2,372.56                       REFINANCE

 48306                              04/21/2004                    $423,218.23                     05/01/2004
 MI                                 06/01/2004                    5.375                           STANDARD
 63.71                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0564553303                         $409,500.00                   $2,325.10                       REFINANCE
 07079                              04/26/2004                    $409,051.78                     05/01/2004

 NJ                                 06/01/2004                    5.5                             STANDARD
 44.27                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0564562106                         $370,000.00                   $2,043.16                       REFINANCE
 07652                              04/02/2004                    $369,575.59                     05/01/2004
 NJ                                 06/01/2004                    5.25                            STATED INCOME

 56.92                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0564566701                         $364,400.00                   $2,040.54                       PURCHASE

 18977                              04/29/2004                    $363,991.67                     05/01/2004
 PA                                 06/01/2004                    5.375                           STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0564597508                         $420,000.00                   $2,384.72                       REFINANCE
 48363                              05/06/2004                    $420,000.00                     06/01/2004

 MI                                 07/01/2004                    5.5                             STANDARD
 63.16                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0564608305                         $432,000.00                   $2,452.85                       REFINANCE
 48306                              04/26/2004                    $431,527.15                     05/01/2004
 MI                                 06/01/2004                    5.5                             SELECT

 79.83                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0564649002                         $350,000.00                   $1,905.71                       PURCHASE

 34202                              04/30/2004                    $349,589.08                     05/01/2004
 FL                                 06/01/2004                    5.125                           RELOCATION
 52.63                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0564657609                         $342,000.00                   $1,835.93                       PURCHASE
 19080                              03/31/2004                    $341,176.43                     05/01/2004

 PA                                 05/01/2004                    5                               RELOCATION
 67.06                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0564665701                         $407,550.00                   $2,282.17                       REFINANCE
 93446                              04/07/2004                    $406,634.58                     05/01/2004
 CA                                 05/01/2004                    5.375                           STANDARD

 78.38                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0564682607                         $472,800.00                   $2,684.51                       REFINANCE

 48230                              04/23/2004                    $472,282.49                     05/01/2004
 MI                                 06/01/2004                    5.5                             STREAMLINE
 69.53                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0564686509                         $371,621.00                   $2,080.98                       REFINANCE
 01867                              03/25/2004                    $370,786.28                     05/01/2004

 MA                                 05/01/2004                    5.375                           STANDARD
 72.87                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









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

 0564691509                         $375,000.00                   $2,099.90                       REFINANCE
 19807                              04/26/2004                    $374,579.79                     05/01/2004
 DE                                 06/01/2004                    5.375                           STANDARD

 50.68                              PUD-DETACHED                  PRIMARY RESIDENCE               N
 0564725505                         $445,000.00                   $2,526.67                       REFINANCE

 02482                              04/08/2004                    $444,512.91                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 41.2                               SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0564732204                         $378,000.00                   $2,146.25                       REFINANCE
 90230                              04/15/2004                    $377,586.25                     05/01/2004

 CA                                 06/01/2004                    5.5                             STANDARD
 65.74                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0564756708                         $433,000.00                   $2,526.88                       REFINANCE
 48167                              04/23/2004                    $432,547.91                     05/01/2004
 MI                                 06/01/2004                    5.75                            STREAMLINE

 79.3                               SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0564789402                         $402,500.00                   $2,253.89                       REFINANCE

 07924                              04/09/2004                    $402,048.97                     05/01/2004
 NJ                                 06/01/2004                    5.375                           SELECT
 36.07                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0564800407                         $397,100.00                   $2,254.70                       REFINANCE
 92887                              04/28/2004                    $396,665.34                     05/01/2004

 CA                                 06/01/2004                    5.5                             SELECT
 66.18                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0564809606                         $423,500.00                   $2,371.48                       REFINANCE
 08844                              04/16/2004                    $423,025.45                     05/01/2004
 NJ                                 06/01/2004                    5.375                           STREAMLINE

 77.71                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0564817609                         $379,085.00                   $2,152.41                       REFINANCE

 90505                              04/21/2004                    $378,670.06                     05/01/2004
 CA                                 06/01/2004                    5.5                             STANDARD
 63.71                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0564838506                         $440,000.00                   $2,463.88                       PURCHASE
 08243                              03/30/2004                    $439,011.69                     05/01/2004

 NJ                                 05/01/2004                    5.375                           STANDARD
 80                                 CONDOMINIUM-                  SECOND HOME                     N

 0564858009                         $396,000.00                   $2,186.73                       REFINANCE
 93030                              04/14/2004                    $395,545.77                     05/01/2004
 CA                                 06/01/2004                    5.25                            STREAMLINE

 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0564863504                         $399,000.00                   $2,265.48                       REFINANCE

 06825                              04/07/2004                    $398,563.27                     05/01/2004
 CT                                 06/01/2004                    5.5                             STREAMLINE
 74.51                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0564877504                         $353,376.13                   $2,034.24                       REFINANCE
 12571                              04/23/2004                    $352,998.34                     05/01/2004

 NY                                 06/01/2004                    5.625                           STANDARD
 64.25                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









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

 0564877801                         $455,000.00                   $2,583.44                       REFINANCE
 07866                              04/24/2004                    $454,501.98                     05/01/2004
 NJ                                 06/01/2004                    5.5                             STANDARD

 70                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0564879500                         $1,000,000.00                 $5,677.89                       PURCHASE

 06830                              04/30/2004                    $998,905.44                     05/01/2004
 CT                                 06/01/2004                    5.5                             STANDARD
 52.63                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0564884807                         $496,000.00                   $2,816.24                       REFINANCE
 60093                              04/16/2004                    $495,457.09                     05/01/2004

 IL                                 06/01/2004                    5.5                             STANDARD
 66.13                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0564891703                         $394,900.00                   $2,242.20                       REFINANCE
 63367                              04/19/2004                    $394,467.76                     05/01/2004
 MO                                 06/01/2004                    5.5                             STANDARD

 56.41                              PUD-DETACHED                  PRIMARY RESIDENCE               N
 0564895704                         $487,500.00                   $2,767.98                       REFINANCE

 63005                              04/16/2004                    $486,966.40                     05/01/2004
 MO                                 06/01/2004                    5.5                             STREAMLINE
 78.25                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0564900306                         $457,400.00                   $2,633.06                       REFINANCE
 48316                              04/19/2004                    $456,911.00                     05/01/2004

 MI                                 06/01/2004                    5.625                           SELECT
 74.98                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0564913705                         $384,000.00                   $2,180.31                       REFINANCE
 10956                              04/16/2004                    $383,579.69                     05/01/2004
 NY                                 06/01/2004                    5.5                             STREAMLINE

 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0564927804                         $448,475.00                   $2,511.34                       REFINANCE

 48306                              04/27/2004                    $447,972.45                     06/01/2004
 MI                                 06/01/2004                    5.375                           SELECT
 78                                 CONDOMINIUM-                  PRIMARY RESIDENCE               N

 0564996403                         $491,300.00                   $2,828.20                       REFINANCE
 92867                              04/29/2004                    $490,774.77                     05/01/2004

 CA                                 06/01/2004                    5.625                           SELECT
 73.33                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0564997807                         $417,150.00                   $2,401.36                       REFINANCE
 48236                              04/23/2004                    $416,704.03                     05/01/2004
 MI                                 06/01/2004                    5.625                           STREAMLINE

 66.74                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0565016904                         $393,600.00                   $2,204.05                       REFINANCE

 01775                              04/09/2004                    $393,158.95                     05/01/2004
 MA                                 06/01/2004                    5.375                           STANDARD
 72.89                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0565036902                         $401,700.00                   $2,344.22                       REFINANCE
 93065                              04/27/2004                    $401,280.59                     05/01/2004

 CA                                 06/01/2004                    5.75                            STANDARD
 69.26                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









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

 0565043106                         $385,000.00                   $2,155.89                       REFINANCE
 33334                              04/09/2004                    $384,568.59                     05/01/2004
 FL                                 06/01/2004                    5.375                           STANDARD

 72.64                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0565072204                         $616,000.00                   $3,497.59                       REFINANCE

 02025                              04/22/2004                    $585,795.82                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 70                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0565072303                         $350,242.00                   $1,988.64                       REFINANCE
 60093                              04/23/2004                    $349,858.64                     05/01/2004

 IL                                 06/01/2004                    5.5                             STANDARD
 53.88                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0565079605                         $387,000.00                   $2,197.35                       REFINANCE
 60045                              04/19/2004                    $386,576.40                     05/01/2004
 IL                                 06/01/2004                    5.5                             STREAMLINE

 29.77                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0565089802                         $475,426.00                   $2,625.32                       REFINANCE

 95135                              04/21/2004                    $474,880.67                     05/01/2004
 CA                                 06/01/2004                    5.25                            STANDARD
 50.58                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0565093606                         $199,769.00                   $1,134.27                       REFINANCE
 19711                              04/20/2004                    $199,550.34                     05/01/2004

 DE                                 06/01/2004                    5.5                             STATED INCOME
 44.28                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0565110202                         $519,000.00                   $2,946.83                       REFINANCE
 60532                              05/05/2004                    $518,431.92                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD

 74.14                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0565132800                         $375,920.00                   $2,134.44                       PURCHASE

 20169                              04/30/2004                    $375,508.53                     05/01/2004
 VA                                 06/01/2004                    5.5                             STANDARD
 80                                 PUD-DETACHED                  PRIMARY RESIDENCE               N

 0565135407                         $447,850.00                   $2,542.85                       REFINANCE
 49315                              05/03/2004                    $447,359.80                     05/01/2004

 MI                                 06/01/2004                    5.5                             SELECT
 70.53                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0565135704                         $535,000.00                   $3,037.68                       REFINANCE
 92833                              05/03/2004                    $534,414.40                     05/01/2004
 CA                                 06/01/2004                    5.5                             STANDARD

 61.14                              PUD-DETACHED                  PRIMARY RESIDENCE               N
 0565137809                         $398,000.00                   $2,259.81                       REFINANCE

 90503                              04/27/2004                    $397,564.36                     05/01/2004
 CA                                 06/01/2004                    5.5                             STREAMLINE
 78.04                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0565138005                         $426,000.00                   $2,418.79                       REFINANCE
 90503                              04/29/2004                    $425,533.71                     05/01/2004

 CA                                 06/01/2004                    5.5                             STREAMLINE
 78.17                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









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

 0565146602                         $380,000.00                   $2,098.38                       PURCHASE
 07076                              05/13/2004                    $380,000.00                     06/01/2004
 NJ                                 07/01/2004                    5.25                            STANDARD

 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0565148202                         $553,600.00                   $3,057.00                       PURCHASE

 22310                              05/14/2004                    $553,600.00                     06/01/2004
 VA                                 07/01/2004                    5.25                            STANDARD
 80                                 PUD-DETACHED                  PRIMARY RESIDENCE               N

 0565161403                         $540,000.00                   $3,066.07                       REFINANCE
 91390                              05/10/2004                    $540,000.00                     06/01/2004

 CA                                 07/01/2004                    5.5                             STANDARD
 69.68                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0565166600                         $367,150.00                   $2,084.64                       REFINANCE
 91360                              04/19/2004                    $366,748.13                     05/01/2004
 CA                                 06/01/2004                    5.5                             STREAMLINE

 40.79                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0565168507                         $516,000.00                   $2,889.46                       PURCHASE

 92886                              04/12/2004                    $515,421.79                     05/01/2004
 CA                                 06/01/2004                    5.375                           STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0565223500                         $400,000.00                   $2,271.16                       REFINANCE
 27513                              04/19/2004                    $399,562.17                     05/01/2004

 NC                                 06/01/2004                    5.5                             STREAMLINE
 69.87                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0565251303                         $700,000.00                   $3,974.53                       PURCHASE
 60015                              04/23/2004                    $699,233.80                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD

 73.68                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0565273604                         $375,000.00                   $2,129.21                       REFINANCE

 02562                              04/07/2004                    $374,589.54                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 74.26                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0565295607                         $450,000.00                   $2,555.06                       PURCHASE
 60657                              04/26/2004                    $449,507.44                     05/01/2004

 IL                                 06/01/2004                    5.5                             STANDARD
 48.39                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0565347408                         $955,000.00                   $5,573.13                       REFINANCE
 11733                              04/30/2004                    $954,002.91                     05/01/2004
 NY                                 06/01/2004                    5.75                            STANDARD

 38.2                               SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0565358405                         $379,950.00                   $2,157.32                       REFINANCE

 48412                              04/22/2004                    $379,534.12                     05/01/2004
 MI                                 06/01/2004                    5.5                             STREAMLINE
 70.36                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0565366200                         $420,000.00                   $2,351.88                       REFINANCE
 08562                              04/15/2004                    $419,529.37                     05/01/2004

 NJ                                 06/01/2004                    5.375                           STANDARD
 78.5                               SINGLE FAMILY-                PRIMARY RESIDENCE               N









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

 0565410701                         $339,424.00                   $1,900.68                       REFINANCE
 06063                              04/16/2004                    $339,043.66                     05/01/2004
 CT                                 06/01/2004                    5.375                           STANDARD

 78.94                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0565425907                         $375,200.00                   $2,101.02                       PURCHASE

 33629                              04/27/2004                    $374,779.56                     06/01/2004
 FL                                 06/01/2004                    5.375                           STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0565426103                         $359,000.00                   $2,010.30                       REFINANCE
 19320                              04/23/2004                    $358,597.72                     05/01/2004

 PA                                 06/01/2004                    5.375                           STREAMLINE
 67.74                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0565430204                         $700,000.00                   $4,029.60                       REFINANCE
 48167                              04/23/2004                    $699,251.65                     05/01/2004
 MI                                 06/01/2004                    5.625                           STANDARD

 53.85                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0565431004                         $446,000.00                   $2,497.48                       REFINANCE

 07446                              04/26/2004                    $445,500.23                     05/01/2004
 NJ                                 06/01/2004                    5.375                           STANDARD
 62.38                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0565442704                         $399,385.00                   $2,299.09                       REFINANCE
 48334                              04/23/2004                    $398,958.03                     05/01/2004

 MI                                 06/01/2004                    5.625                           STANDARD
 65.63                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0565445202                         $405,000.00                   $2,331.41                       REFINANCE
 48105                              04/22/2004                    $404,567.03                     05/01/2004
 MI                                 06/01/2004                    5.625                           STANDARD

 66.39                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0565448008                         $499,000.00                   $2,872.53                       REFINANCE

 49727                              04/22/2004                    $498,466.53                     05/01/2004
 MI                                 06/01/2004                    5.625                           SELECT
 44.36                              CONDOMINIUM-                  SECOND HOME                     N

 0565459500                         $450,000.00                   $2,555.06                       REFINANCE
 18930                              04/09/2004                    $449,507.44                     05/01/2004

 PA                                 06/01/2004                    5.5                             STANDARD
 66.67                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0565463106                         $536,000.00                   $3,043.35                       PURCHASE
 02649                              04/22/2004                    $535,413.32                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD

 80                                 SINGLE FAMILY-                SECOND HOME                     N
 0565520905                         $388,183.00                   $2,173.72                       REFINANCE

 92646                              04/29/2004                    $387,748.02                     05/01/2004
 CA                                 06/01/2004                    5.375                           STANDARD
 64.7                               SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0565524709                         $374,946.00                   $2,188.09                       REFINANCE
 37922                              04/23/2004                    $374,554.53                     05/01/2004

 TN                                 06/01/2004                    5.75                            STANDARD
 46.87                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









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

 0565533502                         $374,000.00                   $2,094.30                       REFINANCE
 93907                              05/03/2004                    $373,580.91                     05/01/2004
 CA                                 06/01/2004                    5.375                           STANDARD

 73.33                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0565542503                         $453,600.00                   $2,540.03                       PURCHASE

 94536                              04/12/2004                    $453,091.72                     05/01/2004
 CA                                 06/01/2004                    5.375                           STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0565550100                         $602,434.00                   $3,373.46                       REFINANCE
 80104                              04/05/2004                    $601,080.86                     05/01/2004

 CO                                 05/01/2004                    5.375                           STANDARD
 70.87                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0565560307                         $514,300.00                   $2,960.61                       REFINANCE
 94952                              04/29/2004                    $513,750.17                     05/01/2004
 CA                                 06/01/2004                    5.625                           STANDARD

 62.34                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0565573201                         $450,000.00                   $2,555.06                       REFINANCE

 06430                              04/26/2004                    $449,507.44                     05/01/2004
 CT                                 06/01/2004                    5.5                             STANDARD
 60.32                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0565619202                         $455,949.00                   $2,588.83                       REFINANCE
 20191                              04/14/2004                    $455,449.94                     05/01/2004

 VA                                 06/01/2004                    5.5                             STANDARD
 72.95                              PUD-ATTACHED                  PRIMARY RESIDENCE               N

 0565644002                         $218,400.00                   $1,274.53                       PURCHASE
 92211                              05/04/2004                    $218,171.97                     05/01/2004
 CA                                 06/01/2004                    5.75                            STATED INCOME

 58.32                              PUD-DETACHED                  PRIMARY RESIDENCE               N
 0565682200                         $617,000.00                   $3,407.10                       PURCHASE

 30067                              04/28/2004                    $616,292.28                     05/01/2004
 GA                                 06/01/2004                    5.25                            RELOCATION
 79.98                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0565689007                         $384,000.00                   $2,180.31                       PURCHASE
 78209                              04/15/2004                    $383,579.69                     05/01/2004

 TX                                 06/01/2004                    5.5                             STANDARD
 79.34                              CONDOMINIUM-                  PRIMARY RESIDENCE               N

 0565701901                         $415,000.00                   $2,323.89                       REFINANCE
 07040                              05/05/2004                    $415,000.00                     06/01/2004
 NJ                                 07/01/2004                    5.375                           SELECT

 56.463                             SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0565748506                         $460,000.00                   $2,611.83                       PURCHASE

 98024                              04/19/2004                    $459,496.50                     05/01/2004
 WA                                 06/01/2004                    5.5                             STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0565774700                         $620,000.00                   $3,520.30                       REFINANCE
 08402                              05/04/2004                    $620,000.00                     06/01/2004

 NJ                                 07/01/2004                    5.5                             EXPRESS
 68.89                              SINGLE FAMILY-                SECOND HOME                     N









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

 0565838703                         $399,000.00                   $2,265.48                       PURCHASE
 02474                              04/29/2004                    $398,563.27                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD

 79.96                              CONDOMINIUM-                  PRIMARY RESIDENCE               N
 0565971603                         $112,000.00                   $689.61                         PURCHASE

 83467                              05/11/2004                    $112,000.00                     06/01/2004
 ID                                 07/01/2004                    6.25                            STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0565991700                         $425,000.00                   $2,413.11                       REFINANCE
 07932                              04/24/2004                    $424,534.81                     05/01/2004

 NJ                                 06/01/2004                    5.5                             SELECT
 62.96                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0566015301                         $453,542.00                   $2,610.85                       REFINANCE
 91737                              04/28/2004                    $452,867.09                     06/01/2004
 CA                                 06/01/2004                    5.625                           STANDARD

 64.65                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0566087300                         $371,960.00                   $2,082.87                       PURCHASE

 22901                              04/29/2004                    $371,543.20                     05/01/2004
 VA                                 06/01/2004                    5.375                           STANDARD
 80                                 PUD-DETACHED                  PRIMARY RESIDENCE               N

 0566145702                         $500,000.00                   $2,799.86                       PURCHASE
 48323                              04/15/2004                    $499,439.72                     05/01/2004

 MI                                 06/01/2004                    5.375                           STANDARD
 76.92                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0566168803                         $540,200.00                   $3,024.97                       REFINANCE
 80521                              04/22/2004                    $539,594.68                     05/01/2004
 CO                                 06/01/2004                    5.375                           STREAMLINE

 52.96                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0566232609                         $451,435.00                   $2,670.41                       REFINANCE

 91789                              05/12/2004                    $451,435.00                     06/01/2004
 CA                                 07/01/2004                    5.875                           STANDARD
 65.62                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0566317103                         $436,800.00                   $2,480.11                       PURCHASE
 02467                              04/29/2004                    $436,321.89                     06/01/2004

 MA                                 06/01/2004                    5.5                             STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0566411302                         $158,400.00                   $937.00                         PURCHASE
 45385                              04/28/2004                    $158,238.50                     05/01/2004
 OH                                 06/01/2004                    5.875                           STANDARD

 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0566443305                         $428,000.00                   $2,430.14                       PURCHASE

 08057                              04/26/2004                    $427,531.53                     05/01/2004
 NJ                                 06/01/2004                    5.5                             STANDARD
 80                                 CONDOMINIUM-                  PRIMARY RESIDENCE               N

 0566446308                         $462,000.00                   $2,623.19                       PURCHASE
 84092                              04/08/2004                    $461,494.31                     05/01/2004

 UT                                 06/01/2004                    5.5                             STANDARD
 80                                 CONDOMINIUM-                  SECOND HOME                     N









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

 0566450201                         $540,000.00                   $3,108.55                       REFINANCE
 08226                              05/08/2004                    $540,000.00                     06/01/2004
 NJ                                 07/01/2004                    5.625                           STANDARD

 45                                 CONDOMINIUM-                  SECOND HOME                     N
 0566455705                         $410,253.00                   $2,329.38                       REFINANCE

 01969                              04/26/2004                    $409,803.95                     05/01/2004
 MA                                 06/01/2004                    5.5                             SELECT
 74.32                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0566470704                         $397,084.00                   $2,223.56                       PURCHASE
 91381                              04/14/2004                    $396,639.05                     05/01/2004

 CA                                 06/01/2004                    5.375                           STANDARD
 80                                 CONDOMINIUM-                  PRIMARY RESIDENCE               N

 0566558607                         $380,250.00                   $2,070.42                       PURCHASE
 92630                              05/06/2004                    $379,803.56                     05/01/2004
 CA                                 06/01/2004                    5.125                           STANDARD

 65                                 PUD-DETACHED                  PRIMARY RESIDENCE               N
 0566600300                         $159,200.00                   $941.73                         PURCHASE

 98310                              04/26/2004                    $159,037.69                     05/01/2004
 WA                                 06/01/2004                    5.875                           STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0566620308                         $359,920.00                   $2,129.07                       PURCHASE
 07051                              04/30/2004                    $359,553.04                     05/01/2004

 NJ                                 06/01/2004                    5.875                           STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0566637609                         $159,920.00                   $945.99                         PURCHASE
 98374                              04/22/2004                    $159,756.95                     06/01/2004
 WA                                 06/01/2004                    5.875                           STATED INCOME

 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0566642906                         $484,000.00                   $2,824.50                       PURCHASE

 91006                              04/29/2004                    $483,494.67                     05/01/2004
 CA                                 06/01/2004                    5.75                            STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0566646907                         $350,000.00                   $1,959.90                       PURCHASE
 48362                              04/26/2004                    $349,607.81                     05/01/2004

 MI                                 06/01/2004                    5.375                           SELECT
 78.65                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0566669503                         $416,000.00                   $2,427.67                       PURCHASE
 30506                              04/30/2004                    $415,565.66                     05/01/2004
 GA                                 06/01/2004                    5.75                            SELECT

 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0566989307                         $365,600.00                   $2,221.43                       PURCHASE

 39047                              05/11/2004                    $365,600.00                     06/01/2004
 MS                                 07/01/2004                    6.125                           STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0567001201                         $668,100.00                   $3,845.97                       PURCHASE
 98116                              05/06/2004                    $668,100.00                     06/01/2004

 WA                                 07/01/2004                    5.625                           SELECT
 75.11                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









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

 0567128103                         $699,930.00                   $4,481.73                       PURCHASE
 77479                              04/28/2004                    $699,312.47                     05/01/2004
 TX                                 06/01/2004                    6.625                           STANDARD

 70                                 PUD-DETACHED                  PRIMARY RESIDENCE               N
 0567233903                         $355,725.00                   $2,104.25                       REFINANCE

 77057                              05/07/2004                    $355,725.00                     06/01/2004
 TX                                 07/01/2004                    5.875                           STANDARD
 73.35                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0567396502                         $125,600.00                   $753.04                         PURCHASE
 45387                              04/30/2004                    $125,474.96                     05/01/2004

 OH                                 06/01/2004                    6                               STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0567733803                         $384,000.00                   $2,271.51                       PURCHASE
 54828                              05/14/2004                    $384,000.00                     06/01/2004
 WI                                 07/01/2004                    5.875                           SELECT

 80                                 SINGLE FAMILY-                SECOND HOME                     N
 0600603186                         $392,000.00                   $2,287.61                       REFINANCE

 01844                              04/30/2004                    $391,590.72                     05/01/2004
 MA                                 06/01/2004                    5.75                            STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600616525                         $548,000.00                   $3,111.48                       REFINANCE
 02482                              04/21/2004                    $547,400.19                     05/01/2004

 MA                                 06/01/2004                    5.5                             STANDARD
 49.82                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600782494                         $375,000.00                   $2,129.21                       REFINANCE
 90277                              04/06/2004                    $374,589.54                     05/01/2004
 CA                                 06/01/2004                    5.5                             STANDARD

 51.72                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600867160                         $540,000.00                   $3,108.55                       PURCHASE

 92657                              04/01/2004                    $539,422.70                     05/01/2004
 CA                                 06/01/2004                    5.625                           STANDARD
 79.84                              CONDOMINIUM-                  SECOND HOME                     N

 0600888001                         $399,000.00                   $2,456.71                       REFINANCE
 90043                              02/06/2004                    $397,858.32                     05/01/2004

 CA                                 04/01/2004                    6.25                            STANDARD
 70                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600893150                         $400,000.00                   $2,271.16                       REFINANCE
 60091                              04/07/2004                    $399,562.17                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD

 67.8                               SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600897299                         $520,000.00                   $2,993.41                       REFINANCE

 53150                              04/26/2004                    $519,444.09                     05/01/2004
 WI                                 06/01/2004                    5.625                           STANDARD
 76.47                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600900631                         $535,000.00                   $3,122.11                       PURCHASE
 08226                              03/31/2004                    $532,373.00                     05/01/2004

 NJ                                 05/01/2004                    5.75                            STANDARD
 49.58                              SINGLE FAMILY-                SECOND HOME                     N









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

 0600910163                         $410,000.00                   $2,327.93                       REFINANCE
 93401                              02/01/2004                    $405,486.81                     05/01/2004
 CA                                 04/01/2004                    5.5                             STANDARD

 74.55                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600910499                         $422,500.00                   $2,398.91                       PURCHASE

 08736                              01/14/2004                    $420,637.44                     05/01/2004
 NJ                                 03/01/2004                    5.5                             STANDARD
 73.8                               SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600914144                         $400,000.00                   $2,271.16                       REFINANCE
 01960                              03/31/2004                    $399,122.34                     05/01/2004

 MA                                 05/01/2004                    5.5                             STANDARD
 89.89                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600921522                         $384,800.00                   $2,095.19                       REFINANCE
 02368                              03/26/2004                    $383,894.53                     05/01/2004
 MA                                 05/01/2004                    5.125                           STANDARD

 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600929325                         $386,000.00                   $2,252.60                       REFINANCE

 08824                              03/24/2004                    $385,192.03                     05/01/2004
 NJ                                 05/01/2004                    5.75                            STANDARD
 70.18                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600930024                         $730,000.00                   $4,260.08                       REFINANCE
 02837                              05/04/2004                    $729,237.84                     05/01/2004

 RI                                 06/01/2004                    5.75                            STANDARD
 35.84                              SINGLE FAMILY-                SECOND HOME                     N

 0600932715                         $480,000.00                   $2,801.15                       PURCHASE
 19382                              03/22/2004                    $478,995.30                     05/01/2004
 PA                                 05/01/2004                    5.75                            STANDARD

 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600934723                         $470,500.00                   $2,745.71                       REFINANCE

 85028                              03/03/2004                    $469,314.23                     05/01/2004
 AZ                                 05/01/2004                    5.75                            STANDARD
 68.69                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600937167                         $395,000.00                   $2,305.11                       PURCHASE
 20198                              03/05/2004                    $394,173.22                     05/01/2004

 VA                                 05/01/2004                    5.75                            STANDARD
 50.61                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600939547                         $499,100.00                   $2,952.36                       REFINANCE
 53029                              04/21/2004                    $498,591.15                     05/01/2004
 WI                                 06/01/2004                    5.875                           STANDARD

 38.1                               SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600939812                         $412,000.00                   $2,437.14                       PURCHASE

 08212                              04/02/2004                    $411,157.83                     05/01/2004
 NJ                                 05/01/2004                    5.875                           STANDARD
 80                                 SINGLE FAMILY-                SECOND HOME                     N

 0600940421                         $596,000.00                   $3,430.91                       REFINANCE
 06831                              04/12/2004                    $595,362.84                     05/01/2004

 CT                                 06/01/2004                    5.625                           STATED INCOME
 44.15                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









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

 0600940923                         $376,000.00                   $2,224.18                       PURCHASE
 02054                              04/28/2004                    $375,616.65                     05/01/2004
 MA                                 06/01/2004                    5.875                           STANDARD

 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600941468                         $383,200.00                   $2,236.26                       PURCHASE

 01908                              04/02/2004                    $382,799.91                     05/01/2004
 MA                                 06/01/2004                    5.75                            STANDARD
 72.3                               SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600941475                         $750,000.00                   $4,436.53                       REFINANCE
 02458                              04/30/2004                    $749,235.35                     05/01/2004

 MA                                 06/01/2004                    5.875                           STANDARD
 68.18                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600942473                         $391,000.00                   $2,312.91                       REFINANCE
 20905                              03/29/2004                    $390,200.77                     05/01/2004
 MD                                 05/01/2004                    5.875                           STANDARD

 87.87                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600943307                         $500,000.00                   $2,917.86                       REFINANCE

 21037                              04/08/2004                    $499,477.97                     05/01/2004
 MD                                 06/01/2004                    5.75                            STANDARD
 60.61                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600943332                         $365,000.00                   $2,159.11                       REFINANCE
 21029                              04/02/2004                    $364,253.92                     05/01/2004

 MD                                 05/01/2004                    5.875                           STANDARD
 51.41                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600943730                         $459,000.00                   $2,642.27                       REFINANCE
 27513                              04/23/2004                    $458,509.29                     05/01/2004
 NC                                 06/01/2004                    5.625                           STANDARD

 67.5                               PUD-DETACHED                  PRIMARY RESIDENCE               N
 0600943784                         $533,000.00                   $3,110.44                       PURCHASE

 55439                              04/30/2004                    $532,443.52                     05/01/2004
 MN                                 06/01/2004                    5.75                            STANDARD
 79.99                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600944277                         $474,000.00                   $2,691.32                       REFINANCE
 60306                              04/07/2004                    $473,481.18                     05/01/2004

 IL                                 06/01/2004                    5.5                             STANDARD
 47.4                               SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600944470                         $600,000.00                   $3,406.73                       REFINANCE
 20854                              04/01/2004                    $599,343.27                     05/01/2004
 MD                                 06/01/2004                    5.5                             STANDARD

 65.86                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600944546                         $485,000.00                   $2,753.78                       REFINANCE

 02633                              05/04/2004                    $484,469.14                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 38.8                               SINGLE FAMILY-                SECOND HOME                     N

 0600944678                         $365,999.95                   $2,165.03                       REFINANCE
 98274                              04/01/2004                    $365,242.84                     05/01/2004

 WA                                 05/01/2004                    5.875                           STANDARD
 91.5                               SINGLE FAMILY-                PRIMARY RESIDENCE               N









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

 0600944713                         $371,000.00                   $2,106.50                       REFINANCE
 46055                              03/30/2004                    $370,185.98                     05/01/2004
 IN                                 05/01/2004                    5.5                             STANDARD

 74.2                               SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600945099                         $393,000.00                   $2,262.33                       REFINANCE

 60187                              04/29/2004                    $392,579.86                     05/01/2004
 IL                                 06/01/2004                    5.625                           STANDARD
 60.46                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600945311                         $429,500.00                   $2,438.65                       REFINANCE
 01776                              04/13/2004                    $429,029.89                     05/01/2004

 MA                                 06/01/2004                    5.5                             STANDARD
 47.04                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600946330                         $567,650.00                   $3,267.71                       REFINANCE
 92649                              04/19/2004                    $567,043.15                     05/01/2004
 CA                                 06/01/2004                    5.625                           STANDARD

 65.25                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600946338                         $400,000.00                   $2,271.16                       REFINANCE

 60190                              04/14/2004                    $399,562.17                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD
 74.07                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600946451                         $698,000.00                   $4,018.08                       REFINANCE
 96734                              04/15/2004                    $697,253.80                     05/01/2004

 HI                                 06/01/2004                    5.625                           STREAMLINE
 75.62                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600946694                         $450,000.00                   $2,590.45                       REFINANCE
 33181                              04/21/2004                    $449,518.93                     05/01/2004
 FL                                 06/01/2004                    5.625                           STANDARD

 53.57                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600947179                         $480,000.00                   $2,687.86                       REFINANCE

 20815                              03/31/2004                    $478,921.87                     05/01/2004
 MD                                 05/01/2004                    5.375                           STANDARD
 53.33                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600947265                         $442,000.00                   $2,509.63                       REFINANCE
 01810                              04/07/2004                    $441,516.20                     05/01/2004

 MA                                 06/01/2004                    5.5                             STANDARD
 52.62                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600947336                         $360,000.00                   $2,044.04                       REFINANCE
 60093                              04/14/2004                    $359,605.96                     05/01/2004
 IL                                 06/01/2004                    5.5                             STREAMLINE

 69                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600947392                         $460,000.00                   $2,648.02                       REFINANCE

 01940                              04/22/2004                    $459,508.23                     05/01/2004
 MA                                 06/01/2004                    5.625                           STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600947484                         $650,000.00                   $3,741.77                       REFINANCE
 02865                              03/12/2004                    $648,606.96                     05/01/2004

 RI                                 05/01/2004                    5.625                           STANDARD
 68.42                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









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

 0600947660                         $374,000.00                   $2,123.53                       REFINANCE
 03054                              04/07/2004                    $373,590.64                     06/01/2004
 NH                                 06/01/2004                    5.5                             STANDARD

 78.74                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600947733                         $642,500.00                   $3,648.04                       REFINANCE

 60093                              04/19/2004                    $641,796.75                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD
 34.73                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600947924                         $371,920.00                   $2,111.73                       PURCHASE
 32937                              03/23/2004                    $371,103.94                     05/01/2004

 FL                                 05/01/2004                    5.5                             STANDARD
 80                                 CONDOMINIUM-                  PRIMARY RESIDENCE               N

 0600947969                         $417,900.00                   $2,340.12                       REFINANCE
 02056                              04/12/2004                    $417,431.72                     05/01/2004
 MA                                 06/01/2004                    5.375                           STANDARD

 78.7                               SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600948220                         $402,000.00                   $2,345.96                       REFINANCE

 01545                              04/16/2004                    $401,580.29                     05/01/2004
 MA                                 06/01/2004                    5.75                            STANDARD
 68.72                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600948365                         $390,000.00                   $2,214.38                       REFINANCE
 22153                              04/21/2004                    $389,573.12                     05/01/2004

 VA                                 06/01/2004                    5.5                             STANDARD
 60                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600948367                         $472,100.00                   $2,680.53                       REFINANCE
 60614                              04/13/2004                    $471,583.26                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD

 62.12                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600948483                         $600,000.00                   $3,406.73                       REFINANCE

 02481                              04/29/2004                    $599,343.27                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 48                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600948636                         $425,000.00                   $2,446.54                       REFINANCE
 06092                              04/29/2004                    $424,545.65                     05/01/2004

 CT                                 06/01/2004                    5.625                           STANDARD
 47.22                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600948941                         $439,900.00                   $2,497.70                       REFINANCE
 60062                              04/20/2004                    $439,418.51                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD

 58.65                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600949077                         $370,000.00                   $2,100.82                       REFINANCE

 92887                              04/02/2004                    $369,595.01                     05/01/2004
 CA                                 06/01/2004                    5.5                             STANDARD
 46.25                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600949177                         $400,000.00                   $2,271.16                       REFINANCE
 60564                              04/02/2004                    $399,122.34                     05/01/2004

 IL                                 05/01/2004                    5.5                             STANDARD
 71.43                              PUD-DETACHED                  PRIMARY RESIDENCE               N









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

 0600949292                         $427,000.00                   $2,424.46                       REFINANCE
 02458                              04/16/2004                    $426,532.62                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD

 34.16                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600949298                         $643,000.00                   $3,701.48                       REFINANCE

 33140                              04/07/2004                    $642,312.58                     05/01/2004
 FL                                 06/01/2004                    5.625                           STREAMLINE
 65                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600949304                         $471,000.00                   $2,674.29                       REFINANCE
 02129                              04/28/2004                    $470,484.46                     05/01/2004

 MA                                 06/01/2004                    5.5                             STANDARD
 47.1                               CONDOMINIUM-                  PRIMARY RESIDENCE               N

 0600949412                         $623,200.00                   $3,489.74                       REFINANCE
 60010                              04/12/2004                    $622,501.68                     05/01/2004
 IL                                 06/01/2004                    5.375                           STANDARD

 77.9                               SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600949427                         $497,000.00                   $2,821.91                       REFINANCE

 60045                              04/19/2004                    $496,456.01                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD
 49.7                               SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600949603                         $499,999.00                   $2,838.94                       REFINANCE
 21087                              04/29/2004                    $499,451.72                     05/01/2004

 MD                                 06/01/2004                    5.5                             STANDARD
 78.74                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600949631                         $693,000.00                   $3,934.78                       REFINANCE
 60010                              04/30/2004                    $692,241.47                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD

 53.51                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600949760                         $436,000.00                   $2,509.86                       REFINANCE

 20850                              04/19/2004                    $435,533.89                     05/01/2004
 MD                                 06/01/2004                    5.625                           STANDARD
 80                                 PUD-ATTACHED                  PRIMARY RESIDENCE               N

 0600949816                         $457,000.00                   $2,630.75                       REFINANCE
 01519                              04/29/2004                    $456,511.44                     05/01/2004

 MA                                 06/01/2004                    5.625                           STANDARD
 79.34                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600950138                         $500,000.00                   $2,878.28                       PURCHASE
 95472                              04/21/2004                    $499,465.47                     05/01/2004
 CA                                 06/01/2004                    5.625                           STANDARD

 46.51                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600950160                         $400,000.00                   $2,271.16                       PURCHASE

 22511                              04/02/2004                    $399,562.17                     05/01/2004
 VA                                 06/01/2004                    5.5                             STANDARD
 48.19                              SINGLE FAMILY-                SECOND HOME                     N

 0600950170                         $425,000.00                   $2,413.10                       REFINANCE
 02043                              04/14/2004                    $424,534.82                     05/01/2004

 MA                                 06/01/2004                    5.5                             STANDARD
 46.35                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









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

 0600950219                         $415,000.00                   $2,356.32                       REFINANCE
 60062                              04/16/2004                    $414,545.76                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD

 69.17                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600950226                         $422,000.00                   $2,396.07                       REFINANCE

 01845                              04/08/2004                    $421,538.10                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 71.16                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600950261                         $380,000.00                   $2,187.49                       REFINANCE
 60173                              04/19/2004                    $379,593.76                     05/01/2004

 IL                                 06/01/2004                    5.625                           STANDARD
 79.83                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600950266                         $372,200.00                   $2,113.31                       REFINANCE
 60201                              04/08/2004                    $371,792.61                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD

 77.54                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600950283                         $585,000.00                   $3,275.83                       REFINANCE

 60047                              04/12/2004                    $584,344.48                     05/01/2004
 IL                                 06/01/2004                    5.375                           STANDARD
 73.13                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600950367                         $485,000.00                   $2,753.78                       PURCHASE
 60068                              04/30/2004                    $484,469.14                     05/01/2004

 IL                                 06/01/2004                    5.5                             STANDARD
 71.85                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600950455                         $375,000.00                   $2,129.21                       REFINANCE
 02359                              04/23/2004                    $374,589.54                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD

 70.09                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600950518                         $415,000.00                   $2,388.97                       REFINANCE

 60048                              04/22/2004                    $414,556.34                     05/01/2004
 IL                                 06/01/2004                    5.625                           STANDARD
 74.11                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600950542                         $540,000.00                   $3,066.06                       REFINANCE
 60068                              04/23/2004                    $539,408.94                     05/01/2004

 IL                                 06/01/2004                    5.5                             STREAMLINE
 73.47                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600950609                         $498,000.00                   $2,827.59                       REFINANCE
 60035                              04/14/2004                    $497,454.91                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD

 55.96                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600950610                         $422,000.00                   $2,396.07                       REFINANCE

 60067                              04/19/2004                    $421,538.10                     05/01/2004
 IL                                 06/01/2004                    5.5                             STREAMLINE
 65.63                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600950621                         $700,000.00                   $4,029.59                       PURCHASE
 06897                              04/29/2004                    $699,251.66                     05/01/2004

 CT                                 06/01/2004                    5.625                           STANDARD
 76.92                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









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

 0600950644                         $341,000.00                   $1,936.16                       REFINANCE
 21401                              03/31/2004                    $340,626.76                     06/01/2004
 MD                                 06/01/2004                    5.5                             STANDARD

 35.23                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600950688                         $565,000.00                   $3,163.84                       REFINANCE

 02116                              04/01/2004                    $563,730.94                     05/01/2004
 MA                                 05/01/2004                    5.375                           STANDARD
 38.18                              CONDOMINIUM-                  PRIMARY RESIDENCE               N

 0600950691                         $650,000.00                   $3,690.63                       PURCHASE
 01748                              04/09/2004                    $649,288.54                     05/01/2004

 MA                                 06/01/2004                    5.5                             STANDARD
 73.86                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600950693                         $500,000.00                   $2,838.95                       REFINANCE
 60202                              04/19/2004                    $499,452.72                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD

 54.05                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600950706                         $350,000.00                   $1,987.26                       REFINANCE

 60004                              04/07/2004                    $349,616.91                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD
 73.68                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600950740                         $566,000.00                   $3,213.69                       REFINANCE
 60564                              04/23/2004                    $565,380.48                     05/01/2004

 IL                                 06/01/2004                    5.5                             STANDARD
 56.88                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600950773                         $794,500.00                   $4,699.77                       REFINANCE
 80433                              04/16/2004                    $793,689.97                     05/01/2004
 CO                                 06/01/2004                    5.875                           STANDARD

 61.12                              PUD-DETACHED                  SECOND HOME                     N
 0600950789                         $390,000.00                   $2,401.30                       REFINANCE

 07932                              03/26/2004                    $389,257.97                     05/01/2004
 NJ                                 05/01/2004                    6.25                            STANDARD
 76.47                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600950898                         $488,000.00                   $2,770.81                       PURCHASE
 06019                              04/08/2004                    $486,929.27                     05/01/2004

 CT                                 05/01/2004                    5.5                             STANDARD
 77.24                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600950923                         $380,000.00                   $2,187.49                       REFINANCE
 90277                              04/12/2004                    $379,593.76                     05/01/2004
 CA                                 06/01/2004                    5.625                           STANDARD

 40.43                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600950937                         $424,000.00                   $2,374.28                       REFINANCE

 91387                              03/31/2004                    $423,047.65                     05/01/2004
 CA                                 05/01/2004                    5.375                           STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600951017                         $517,000.00                   $2,935.47                       REFINANCE
 21738                              03/30/2004                    $516,434.11                     05/01/2004

 MD                                 06/01/2004                    5.5                             STANDARD
 64.63                              PUD-DETACHED                  PRIMARY RESIDENCE               N









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

 0600951042                         $650,000.00                   $3,690.63                       REFINANCE
 91302                              04/05/2004                    $649,288.54                     05/01/2004
 CA                                 06/01/2004                    5.5                             STANDARD

 40                                 PUD-DETACHED                  PRIMARY RESIDENCE               N
 0600951057                         $565,000.00                   $3,208.01                       REFINANCE

 91208                              04/22/2004                    $564,381.57                     05/01/2004
 CA                                 06/01/2004                    5.5                             STANDARD
 68.07                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600951078                         $373,000.00                   $2,117.85                       REFINANCE
 60035                              04/06/2004                    $372,591.73                     05/01/2004

 IL                                 06/01/2004                    5.5                             STANDARD
 47.52                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600951163                         $473,300.00                   $2,650.34                       REFINANCE
 07928                              03/27/2004                    $471,997.81                     05/01/2004
 NJ                                 05/01/2004                    5.375                           STANDARD

 49.05                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600951173                         $479,990.00                   $2,725.33                       PURCHASE

 20176                              04/23/2004                    $479,464.62                     05/01/2004
 VA                                 06/01/2004                    5.5                             STANDARD
 80                                 PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600951179                         $466,500.00                   $2,648.74                       REFINANCE
 04107                              04/09/2004                    $465,989.39                     05/01/2004

 ME                                 06/01/2004                    5.5                             STANDARD
 68.6                               SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600951183                         $389,000.00                   $2,208.70                       REFINANCE
 01569                              04/16/2004                    $388,574.22                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD

 79.88                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600951187                         $616,000.00                   $3,497.58                       REFINANCE

 02465                              04/30/2004                    $616,000.00                     06/01/2004
 MA                                 07/01/2004                    5.5                             STANDARD
 65.81                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600951328                         $595,000.00                   $3,378.34                       REFINANCE
 06405                              05/05/2004                    $595,000.00                     06/01/2004

 CT                                 07/01/2004                    5.5                             STANDARD
 78.29                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600951350                         $448,000.00                   $2,543.69                       REFINANCE
 01949                              04/12/2004                    $447,509.64                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD

 73.44                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600951351                         $393,700.00                   $2,235.39                       REFINANCE

 60126                              03/29/2004                    $393,269.07                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD
 57.47                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600951364                         $452,000.00                   $2,566.41                       REFINANCE
 02446                              04/21/2004                    $451,505.26                     05/01/2004

 MA                                 06/01/2004                    5.5                             STANDARD
 79.3                               CONDOMINIUM-                  PRIMARY RESIDENCE               N









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

 0600951393                         $440,000.00                   $2,498.27                       PURCHASE
 08540                              04/14/2004                    $439,518.40                     05/01/2004
 NJ                                 06/01/2004                    5.5                             STANDARD

 88                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600951478                         $497,000.00                   $2,821.91                       REFINANCE

 02445                              04/16/2004                    $496,456.01                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 54.74                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600951556                         $402,200.00                   $2,283.65                       REFINANCE
 60423                              04/23/2004                    $401,759.77                     05/01/2004

 IL                                 06/01/2004                    5.5                             STANDARD
 77.35                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600951628                         $359,000.00                   $2,066.61                       REFINANCE
 60015                              04/05/2004                    $358,230.60                     05/01/2004
 IL                                 05/01/2004                    5.625                           STANDARD

 78.04                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600951631                         $625,000.00                   $3,548.68                       REFINANCE

 02459                              04/02/2004                    $623,628.67                     05/01/2004
 MA                                 05/01/2004                    5.5                             STREAMLINE
 72.67                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600951668                         $399,900.00                   $2,239.32                       PURCHASE
 60614                              03/16/2004                    $399,001.79                     05/01/2004

 IL                                 05/01/2004                    5.375                           STANDARD
 80                                 CONDOMINIUM-                  PRIMARY RESIDENCE               N

 0600951729                         $360,000.00                   $2,044.04                       REFINANCE
 60013                              04/21/2004                    $359,605.96                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD

 67.29                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600951780                         $414,000.00                   $2,350.65                       REFINANCE

 87111                              03/24/2004                    $412,927.91                     05/01/2004
 NM                                 05/01/2004                    5.5                             STANDARD
 69                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600951795                         $625,000.00                   $3,597.85                       REFINANCE
 01773                              05/03/2004                    $625,000.00                     06/01/2004

 MA                                 07/01/2004                    5.625                           STANDARD
 62.5                               SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600951799                         $404,000.00                   $2,293.87                       REFINANCE
 60010                              04/09/2004                    $403,557.80                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD

 53.16                              PUD-DETACHED                  PRIMARY RESIDENCE               N
 0600951812                         $455,000.00                   $2,583.44                       REFINANCE

 01748                              04/14/2004                    $454,501.98                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 57.59                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600951819                         $525,000.00                   $3,022.20                       REFINANCE
 02043                              04/30/2004                    $524,438.74                     05/01/2004

 MA                                 06/01/2004                    5.625                           STANDARD
 69.81                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









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

 0600951822                         $576,000.00                   $3,225.43                       REFINANCE
 07458                              03/25/2004                    $574,706.25                     05/01/2004
 NJ                                 05/01/2004                    5.375                           STANDARD

 74.32                              PUD-DETACHED                  PRIMARY RESIDENCE               N
 0600951838                         $488,000.00                   $2,770.81                       REFINANCE

 60641                              04/09/2004                    $487,465.86                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600951860                         $478,000.00                   $2,714.03                       REFINANCE
 60625                              04/09/2004                    $477,476.80                     05/01/2004

 IL                                 06/01/2004                    5.5                             STANDARD
 79.67                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600952007                         $425,000.00                   $2,413.10                       REFINANCE
 03082                              04/16/2004                    $424,534.82                     05/01/2004
 NH                                 06/01/2004                    5.5                             STANDARD

 77.27                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600952042                         $470,000.00                   $2,668.61                       REFINANCE

 48236                              04/03/2004                    $469,485.56                     05/01/2004
 MI                                 06/01/2004                    5.5                             STANDARD
 62.67                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600952052                         $450,000.00                   $2,555.05                       REFINANCE
 60657                              04/02/2004                    $449,507.45                     05/01/2004

 IL                                 06/01/2004                    5.5                             STANDARD
 68.18                              CONDOMINIUM-                  PRIMARY RESIDENCE               N

 0600952053                         $423,000.00                   $2,401.75                       REFINANCE
 02146                              04/02/2004                    $417,514.08                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD

 69.57                              CONDOMINIUM-                  PRIMARY RESIDENCE               N
 0600952063                         $550,000.00                   $3,166.11                       REFINANCE

 21093                              03/26/2004                    $548,821.28                     05/01/2004
 MD                                 05/01/2004                    5.625                           STANDARD
 42.31                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600952066                         $397,500.00                   $2,319.70                       REFINANCE
 60610                              04/12/2004                    $397,084.99                     05/01/2004

 IL                                 06/01/2004                    5.75                            STANDARD
 77.94                              PUD-ATTACHED                  PRIMARY RESIDENCE               N

 0600952071                         $386,000.00                   $2,222.03                       REFINANCE
 02360                              04/08/2004                    $385,587.35                     05/01/2004
 MA                                 06/01/2004                    5.625                           STANDARD

 69.55                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600952075                         $443,800.00                   $2,519.85                       REFINANCE

 60047                              05/03/2004                    $443,314.23                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD
 72.75                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600952104                         $400,000.00                   $2,177.95                       REFINANCE
 92869                              04/14/2004                    $399,530.38                     05/01/2004

 CA                                 06/01/2004                    5.125                           STANDARD
 77.67                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









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

 0600952190                         $610,000.00                   $3,463.51                       REFINANCE
 01741                              04/21/2004                    $609,332.32                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD

 73.14                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600952220                         $425,000.00                   $2,413.10                       PURCHASE

 02465                              04/12/2004                    $424,534.82                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 68                                 CONDOMINIUM-                  PRIMARY RESIDENCE               N

 0600952258                         $485,000.00                   $2,753.78                       REFINANCE
 02467                              04/08/2004                    $484,469.14                     05/01/2004

 MA                                 06/01/2004                    5.5                             STANDARD
 45.75                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600952275                         $368,000.00                   $2,089.46                       REFINANCE
 46060                              04/16/2004                    $367,597.21                     05/01/2004
 IN                                 06/01/2004                    5.5                             STANDARD

 80                                 PUD-DETACHED                  PRIMARY RESIDENCE               N
 0600952354                         $358,500.00                   $2,035.52                       REFINANCE

 53122                              04/15/2004                    $358,107.61                     05/01/2004
 WI                                 06/01/2004                    5.5                             STANDARD
 46.26                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600952432                         $650,000.00                   $3,741.77                       REFINANCE
 19087                              04/05/2004                    $649,305.11                     05/01/2004

 PA                                 06/01/2004                    5.625                           STANDARD
 73.03                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600952495                         $385,000.00                   $2,185.99                       REFINANCE
 60048                              04/22/2004                    $384,578.59                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD

 75.49                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600952547                         $520,000.00                   $2,993.42                       REFINANCE

 23452                              04/19/2004                    $519,444.08                     05/01/2004
 VA                                 06/01/2004                    5.625                           STANDARD
 78.79                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600952660                         $350,000.00                   $2,014.80                       REFINANCE
 90505                              04/06/2004                    $349,625.83                     05/01/2004

 CA                                 06/01/2004                    5.625                           STANDARD
 59.83                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600952701                         $697,750.00                   $3,961.75                       REFINANCE
 02465                              04/23/2004                    $696,986.27                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD

 45.02                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600952702                         $425,000.00                   $2,413.10                       PURCHASE

 94588                              04/01/2004                    $424,534.82                     05/01/2004
 CA                                 06/01/2004                    5.5                             STANDARD
 55.19                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600952738                         $970,000.00                   $5,507.55                       REFINANCE
 60025                              04/23/2004                    $968,938.28                     05/01/2004

 IL                                 06/01/2004                    5.5                             STANDARD
 55.43                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









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

 0600952796                         $416,000.00                   $2,362.00                       REFINANCE
 01938                              04/21/2004                    $415,544.67                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD

 79.24                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600952825                         $500,000.00                   $2,838.95                       PURCHASE

 02492                              04/30/2004                    $499,452.72                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 45.45                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600952869                         $495,000.00                   $2,810.56                       REFINANCE
 02043                              04/16/2004                    $494,458.19                     05/01/2004

 MA                                 06/01/2004                    5.5                             STANDARD
 60.07                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600952877                         $465,000.00                   $2,640.22                       REFINANCE
 94526                              04/08/2004                    $464,491.03                     05/01/2004
 CA                                 06/01/2004                    5.5                             STANDARD

 52.96                              PUD-DETACHED                  PRIMARY RESIDENCE               N
 0600952884                         $639,700.00                   $3,632.15                       REFINANCE

 90266                              04/05/2004                    $638,999.81                     05/01/2004
 CA                                 06/01/2004                    5.5                             STANDARD
 50.17                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600952913                         $598,000.00                   $3,395.38                       REFINANCE
 02421                              04/26/2004                    $597,345.45                     05/01/2004

 MA                                 06/01/2004                    5.5                             STANDARD
 69.53                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600953009                         $368,000.00                   $2,118.42                       PURCHASE
 27104                              04/13/2004                    $367,606.58                     05/01/2004
 NC                                 06/01/2004                    5.625                           STANDARD

 72.16                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600953011                         $550,000.00                   $3,122.84                       REFINANCE

 85260                              04/19/2004                    $549,397.99                     05/01/2004
 AZ                                 06/01/2004                    5.5                             STANDARD
 44                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600953102                         $350,000.00                   $1,987.26                       REFINANCE
 02186                              04/09/2004                    $349,616.91                     05/01/2004

 MA                                 06/01/2004                    5.5                             STREAMLINE
 54.26                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600953241                         $396,000.00                   $2,279.60                       REFINANCE
 01568                              04/29/2004                    $395,576.65                     05/01/2004
 MA                                 06/01/2004                    5.625                           STANDARD

 62.86                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600953284                         $450,000.00                   $2,555.05                       REFINANCE

 48367                              04/07/2004                    $449,507.45                     05/01/2004
 MI                                 06/01/2004                    5.5                             STANDARD
 49.56                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600953307                         $483,000.00                   $2,742.42                       REFINANCE
 02043                              04/16/2004                    $482,471.33                     05/01/2004

 MA                                 06/01/2004                    5.5                             STANDARD
 54.51                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









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

 0600953353                         $442,500.00                   $2,512.47                       REFINANCE
 01532                              04/15/2004                    $442,015.66                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD

 60.2                               SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600953368                         $455,000.00                   $2,583.44                       REFINANCE

 06073                              04/13/2004                    $454,501.98                     05/01/2004
 CT                                 06/01/2004                    5.5                             STANDARD
 67.41                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600953373                         $496,000.00                   $2,816.23                       REFINANCE
 01940                              04/13/2004                    $495,457.10                     05/01/2004

 MA                                 06/01/2004                    5.5                             STANDARD
 72.41                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600953398                         $436,500.00                   $2,478.40                       REFINANCE
 01949                              04/16/2004                    $436,022.23                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD

 71.56                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600953527                         $476,250.00                   $2,704.10                       REFINANCE

 08844                              04/15/2004                    $475,728.71                     05/01/2004
 NJ                                 06/01/2004                    5.5                             STANDARD
 75                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600953581                         $348,000.00                   $1,948.70                       REFINANCE
 93012                              03/17/2004                    $347,186.34                     05/01/2004

 CA                                 05/01/2004                    5.375                           STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600953608                         $650,000.00                   $3,690.63                       REFINANCE
 02043                              05/05/2004                    $650,000.00                     06/01/2004
 MA                                 07/01/2004                    5.5                             STANDARD

 59.14                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600953611                         $525,000.00                   $2,980.89                       REFINANCE

 60608                              04/23/2004                    $524,425.36                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD
 76.64                              TOWNHOUSE-                    PRIMARY RESIDENCE               N

 0600953620                         $399,000.00                   $2,265.48                       REFINANCE
 06026                              05/04/2004                    $399,000.00                     06/01/2004

 CT                                 07/01/2004                    5.5                             STANDARD
 79.8                               SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600953621                         $475,000.00                   $2,697.00                       REFINANCE
 02420                              04/21/2004                    $474,480.08                     06/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD

 63.76                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600953715                         $625,000.00                   $3,548.68                       REFINANCE

 02459                              04/27/2004                    $624,315.90                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 40.98                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600953725                         $381,000.00                   $2,163.28                       REFINANCE
 03909                              04/21/2004                    $380,582.97                     05/01/2004

 ME                                 06/01/2004                    5.5                             STANDARD
 76.97                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









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

 0600953843                         $432,800.00                   $2,457.39                       PURCHASE
 08520                              03/29/2004                    $431,850.39                     05/01/2004
 NJ                                 05/01/2004                    5.5                             STANDARD

 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600953892                         $440,000.00                   $2,498.27                       REFINANCE

 01810                              04/01/2004                    $439,518.40                     05/01/2004
 MA                                 06/01/2004                    5.5                             STREAMLINE
 75.99                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600953911                         $363,000.00                   $2,061.07                       REFINANCE
 60061                              04/16/2004                    $362,602.68                     05/01/2004

 IL                                 06/01/2004                    5.5                             STANDARD
 64.82                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600953978                         $581,370.00                   $3,300.95                       REFINANCE
 60022                              04/19/2004                    $580,733.66                     05/01/2004
 IL                                 06/01/2004                    5.5                             STREAMLINE

 68.4                               SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600954020                         $493,000.00                   $2,760.66                       REFINANCE

 29902                              04/01/2004                    $492,447.57                     05/01/2004
 SC                                 06/01/2004                    5.375                           STANDARD
 47.4                               SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600954026                         $348,000.00                   $1,948.70                       REFINANCE
 07932                              03/30/2004                    $346,917.01                     05/01/2004

 NJ                                 05/01/2004                    5.375                           STANDARD
 77.33                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600954054                         $377,000.00                   $2,140.56                       REFINANCE
 60640                              04/05/2004                    $376,587.36                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD

 59.84                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600954119                         $444,000.00                   $2,520.98                       REFINANCE

 02184                              03/30/2004                    $443,025.81                     05/01/2004
 MA                                 05/01/2004                    5.5                             STREAMLINE
 77.89                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600954122                         $435,000.00                   $2,469.88                       REFINANCE
 60540                              04/05/2004                    $434,523.87                     05/01/2004

 IL                                 06/01/2004                    5.5                             STANDARD
 71.31                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600954136                         $999,000.00                   $5,594.11                       PURCHASE
 08403                              04/12/2004                    $997,880.58                     05/01/2004
 NJ                                 06/01/2004                    5.375                           STANDARD

 62.44                              SINGLE FAMILY-                SECOND HOME                     N
 0600954141                         $500,000.00                   $2,917.86                       PURCHASE

 04043                              04/16/2004                    $499,477.97                     05/01/2004
 ME                                 06/01/2004                    5.75                            STANDARD
 80                                 SINGLE FAMILY-                SECOND HOME                     N

 0600954164                         $451,000.00                   $2,631.91                       REFINANCE
 90277                              04/27/2004                    $450,529.13                     05/01/2004

 CA                                 06/01/2004                    5.75                            STANDARD
 64.43                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









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

 0600954250                         $655,000.00                   $3,719.02                       REFINANCE
 02420                              04/21/2004                    $654,283.06                     05/01/2004
 MA                                 06/01/2004                    5.5                             STREAMLINE

 79.88                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600954286                         $384,000.00                   $2,180.31                       REFINANCE

 55305                              04/14/2004                    $383,579.69                     05/01/2004
 MN                                 06/01/2004                    5.5                             STANDARD
 65.64                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600954357                         $700,000.00                   $3,974.52                       PURCHASE
 02445                              04/20/2004                    $699,233.81                     06/01/2004

 MA                                 06/01/2004                    5.5                             STANDARD
 76.92                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600954433                         $530,000.00                   $3,009.28                       REFINANCE
 02186                              04/23/2004                    $529,419.89                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD

 60.23                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600954443                         $493,000.00                   $2,799.20                       REFINANCE

 81657                              04/26/2004                    $492,460.38                     05/01/2004
 CO                                 06/01/2004                    5.5                             STANDARD
 45.86                              CONDOMINIUM-                  SECOND HOME                     N

 0600954453                         $490,000.00                   $2,782.17                       REFINANCE
 02045                              04/26/2004                    $489,463.66                     05/01/2004

 MA                                 06/01/2004                    5.5                             STANDARD
 70                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600954492                         $420,000.00                   $2,484.46                       REFINANCE
 65714                              05/03/2004                    $419,571.79                     05/01/2004
 MO                                 06/01/2004                    5.875                           STANDARD

 66.99                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600954675                         $600,000.00                   $3,359.83                       REFINANCE

 80126                              04/05/2004                    $599,327.67                     05/01/2004
 CO                                 06/01/2004                    5.375                           STANDARD
 53.72                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600954685                         $500,000.00                   $2,957.69                       REFINANCE
 60074                              04/26/2004                    $499,490.23                     05/01/2004

 IL                                 06/01/2004                    5.875                           STANDARD
 62.11                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600954774                         $895,000.00                   $5,222.98                       REFINANCE
 02481                              04/29/2004                    $894,065.56                     05/01/2004
 MA                                 06/01/2004                    5.75                            STANDARD

 63.93                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600954934                         $349,800.00                   $1,986.13                       REFINANCE

 60047                              04/13/2004                    $349,417.12                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD
 66.63                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600954955                         $353,000.00                   $2,004.30                       REFINANCE
 60625                              03/30/2004                    $352,225.47                     05/01/2004

 IL                                 05/01/2004                    5.5                             STANDARD
 77.07                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









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

 0600955000                         $386,881.00                   $2,196.67                       REFINANCE
 46236                              04/10/2004                    $386,457.53                     05/01/2004
 IN                                 06/01/2004                    5.5                             STANDARD

 62.91                              PUD-DETACHED                  PRIMARY RESIDENCE               N
 0600955010                         $440,000.00                   $2,532.89                       PURCHASE

 02882                              04/23/2004                    $439,529.61                     05/01/2004
 RI                                 06/01/2004                    5.625                           STANDARD
 80                                 SINGLE FAMILY-                SECOND HOME                     N

 0600955074                         $397,000.00                   $2,254.12                       REFINANCE
 02131                              04/19/2004                    $396,565.46                     05/01/2004

 MA                                 06/01/2004                    5.5                             STANDARD
 72.18                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600955075                         $489,500.00                   $2,779.33                       REFINANCE
 48439                              04/20/2004                    $488,964.21                     05/01/2004
 MI                                 06/01/2004                    5.5                             STANDARD

 42.57                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600955112                         $395,000.00                   $2,273.84                       REFINANCE

 01545                              04/27/2004                    $394,577.72                     05/01/2004
 MA                                 06/01/2004                    5.625                           STANDARD
 47.59                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600955115                         $353,000.00                   $2,004.30                       REFINANCE
 02906                              04/20/2004                    $352,613.62                     05/01/2004

 RI                                 06/01/2004                    5.5                             STANDARD
 64.18                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600955150                         $543,400.00                   $3,085.37                       REFINANCE
 48439                              04/20/2004                    $542,805.21                     05/01/2004
 MI                                 06/01/2004                    5.5                             STANDARD

 51.75                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600955155                         $452,800.00                   $2,570.95                       REFINANCE

 60510                              04/02/2004                    $452,304.38                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD
 70.2                               SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600955191                         $360,000.00                   $2,015.90                       REFINANCE
 22026                              04/09/2004                    $359,596.60                     05/01/2004

 VA                                 06/01/2004                    5.375                           STANDARD
 80                                 PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600955223                         $450,000.00                   $2,590.45                       REFINANCE
 94112                              04/28/2004                    $449,518.93                     05/01/2004
 CA                                 06/01/2004                    5.625                           STANDARD

 68.7                               SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600955253                         $391,000.00                   $2,220.05                       REFINANCE

 60010                              04/05/2004                    $390,572.03                     06/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD
 39.1                               SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600955287                         $386,900.00                   $2,196.78                       REFINANCE
 02155                              04/15/2004                    $386,476.51                     05/01/2004

 MA                                 06/01/2004                    5.5                             STANDARD
 70.99                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









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

 0600955353                         $612,000.00                   $3,474.87                       PURCHASE
 60093                              04/16/2004                    $611,330.13                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD

 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600955437                         $699,000.00                   $3,968.85                       REFINANCE

 01742                              05/03/2004                    $699,000.00                     06/01/2004
 MA                                 07/01/2004                    5.5                             STANDARD
 66.57                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600955481                         $529,000.00                   $2,962.25                       REFINANCE
 02129                              04/06/2004                    $528,407.23                     05/01/2004

 MA                                 06/01/2004                    5.375                           STREAMLINE
 46.81                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600955571                         $432,000.00                   $2,521.03                       REFINANCE
 01921                              04/12/2004                    $431,548.97                     06/01/2004
 MA                                 06/01/2004                    5.75                            STANDARD

 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600955581                         $750,000.00                   $4,258.42                       REFINANCE

 91011                              04/22/2004                    $749,179.08                     05/01/2004
 CA                                 06/01/2004                    5.5                             STANDARD
 61.73                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600955610                         $372,000.00                   $2,170.89                       PURCHASE
 28469                              03/24/2004                    $371,221.36                     05/01/2004

 NC                                 05/01/2004                    5.75                            STANDARD
 80                                 SINGLE FAMILY-                SECOND HOME                     N

 0600955705                         $446,500.00                   $2,500.27                       REFINANCE
 87544                              04/07/2004                    $445,999.68                     05/01/2004
 NM                                 06/01/2004                    5.375                           STANDARD

 77.79                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600955799                         $368,000.00                   $2,089.46                       REFINANCE

 02180                              04/23/2004                    $367,597.21                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600955804                         $459,000.00                   $2,534.61                       REFINANCE
 14534                              04/06/2004                    $458,473.52                     05/01/2004

 NY                                 06/01/2004                    5.25                            STANDARD
 61.2                               SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600955945                         $672,000.00                   $3,815.54                       PURCHASE
 02116                              04/26/2004                    $671,264.46                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD

 80                                 CONDOMINIUM-                  PRIMARY RESIDENCE               N
 0600956015                         $409,000.00                   $2,322.26                       REFINANCE

 02481                              04/09/2004                    $408,552.32                     05/01/2004
 MA                                 06/01/2004                    5.5                             STREAMLINE
 54.53                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600956019                         $410,000.00                   $2,327.93                       REFINANCE
 02067                              04/27/2004                    $409,551.24                     05/01/2004

 MA                                 06/01/2004                    5.5                             STANDARD
 74.55                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









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

 0600956043                         $375,000.00                   $2,129.21                       REFINANCE
 60302                              04/05/2004                    $374,589.54                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD

 46.58                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600956087                         $1,000,000.00                 $5,756.56                       PURCHASE

 60068                              05/07/2004                    $998,930.94                     05/01/2004
 IL                                 06/01/2004                    5.625                           STANDARD
 62.5                               SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600956273                         $650,000.00                   $3,589.33                       PURCHASE
 19333                              04/29/2004                    $649,254.42                     05/01/2004

 PA                                 06/01/2004                    5.25                            STANDARD
 73.45                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600956372                         $555,000.00                   $3,151.23                       REFINANCE
 02465                              04/20/2004                    $554,392.52                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD

 38.01                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600956401                         $476,000.00                   $2,702.68                       REFINANCE

 02493                              04/21/2004                    $475,478.99                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 54.4                               SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600956517                         $700,000.00                   $3,974.52                       PURCHASE
 55305                              04/02/2004                    $699,233.81                     05/01/2004

 MN                                 06/01/2004                    5.5                             STANDARD
 78.21                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600956740                         $399,000.00                   $2,328.46                       REFINANCE
 60563                              04/20/2004                    $398,583.42                     05/01/2004
 IL                                 06/01/2004                    5.75                            STANDARD

 59.11                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600956759                         $430,000.00                   $2,509.36                       REFINANCE

 92009                              04/01/2004                    $429,551.06                     05/01/2004
 CA                                 06/01/2004                    5.75                            STANDARD
 50.59                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600956868                         $428,000.00                   $2,430.14                       REFINANCE
 60048                              04/07/2004                    $427,531.53                     05/01/2004

 IL                                 06/01/2004                    5.5                             STANDARD
 57.07                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600956939                         $728,000.00                   $4,190.78                       REFINANCE
 02492                              04/21/2004                    $727,221.72                     05/01/2004
 MA                                 06/01/2004                    5.625                           STANDARD

 65                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600957021                         $385,000.00                   $2,185.99                       REFINANCE

 60067                              04/13/2004                    $384,578.59                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD
 64.17                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600957192                         $618,000.00                   $3,508.94                       REFINANCE
 90077                              04/15/2004                    $617,323.56                     05/01/2004

 CA                                 06/01/2004                    5.5                             STANDARD
 67.17                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









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

 0600957252                         $510,400.00                   $2,898.00                       REFINANCE
 60025                              04/09/2004                    $509,841.33                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD

 51.04                              PUD-DETACHED                  PRIMARY RESIDENCE               N
 0600957299                         $516,000.00                   $2,929.79                       REFINANCE

 01742                              04/28/2004                    $515,435.21                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 58.97                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600957324                         $600,000.00                   $3,453.94                       REFINANCE
 29732                              04/14/2004                    $599,358.56                     05/01/2004

 SC                                 06/01/2004                    5.625                           STREAMLINE
 70                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600957325                         $126,000.00                   $695.78                         REFINANCE
 02631                              04/21/2004                    $125,855.47                     05/01/2004
 MA                                 06/01/2004                    5.25                            STATED INCOME

 45                                 CONDOMINIUM-                  PRIMARY RESIDENCE               N
 0600957366                         $440,000.00                   $2,498.27                       REFINANCE

 02492                              04/07/2004                    $439,518.40                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 67.07                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600957405                         $360,000.00                   $2,044.04                       PURCHASE
 46112                              05/07/2004                    $360,000.00                     06/01/2004

 IN                                 07/01/2004                    5.5                             STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600957420                         $609,000.00                   $3,457.84                       REFINANCE
 06410                              05/05/2004                    $609,000.00                     06/01/2004
 CT                                 07/01/2004                    5.5                             STANDARD

 60.9                               SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600957553                         $680,000.00                   $3,754.99                       REFINANCE

 02667                              04/23/2004                    $679,220.01                     05/01/2004
 MA                                 06/01/2004                    5.25                            STANDARD
 45.33                              SINGLE FAMILY-                SECOND HOME                     N

 0600957554                         $708,000.00                   $3,909.60                       REFINANCE
 02481                              04/23/2004                    $707,187.90                     05/01/2004

 MA                                 06/01/2004                    5.25                            STANDARD
 47.2                               SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600957557                         $508,000.00                   $2,884.37                       REFINANCE
 19063                              04/09/2004                    $507,443.96                     05/01/2004
 PA                                 06/01/2004                    5.5                             STANDARD

 79.38                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600957578                         $549,000.00                   $3,160.35                       PURCHASE

 60002                              04/29/2004                    $548,413.09                     06/01/2004
 IL                                 06/01/2004                    5.625                           STANDARD
 64.97                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600957637                         $350,000.00                   $1,987.26                       REFINANCE
 22043                              04/15/2004                    $349,616.91                     05/01/2004

 VA                                 06/01/2004                    5.5                             STANDARD
 60.03                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









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

 0600957684                         $499,000.00                   $2,833.27                       REFINANCE
 01776                              04/13/2004                    $498,453.81                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD

 70.28                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600957888                         $374,000.00                   $2,123.53                       REFINANCE

 85737                              04/02/2004                    $373,590.64                     05/01/2004
 AZ                                 06/01/2004                    5.5                             STANDARD
 74.06                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600957920                         $630,000.00                   $3,577.07                       REFINANCE
 81435                              04/27/2004                    $629,310.43                     05/01/2004

 CO                                 06/01/2004                    5.5                             STANDARD
 75                                 CONDOMINIUM-                  SECOND HOME                     N

 0600957949                         $423,500.00                   $2,404.59                       REFINANCE
 02494                              04/22/2004                    $423,036.45                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD

 76.44                              CONDOMINIUM-                  PRIMARY RESIDENCE               N
 0600958098                         $375,000.00                   $2,129.21                       REFINANCE

 02478                              04/08/2004                    $374,589.54                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 52.67                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600958204                         $500,000.00                   $2,838.95                       REFINANCE
 02139                              04/14/2004                    $499,452.72                     05/01/2004

 MA                                 06/01/2004                    5.5                             STANDARD
 56.82                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600958233                         $565,000.00                   $3,208.01                       REFINANCE
 60047                              04/30/2004                    $564,381.57                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD

 79.58                              PUD-DETACHED                  PRIMARY RESIDENCE               N
 0600958277                         $411,000.00                   $2,365.95                       REFINANCE

 60091                              04/20/2004                    $410,560.61                     05/01/2004
 IL                                 06/01/2004                    5.625                           STANDARD
 48.3                               SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600958297                         $396,000.00                   $2,217.49                       PURCHASE
 28216                              03/23/2004                    $395,110.53                     05/01/2004

 NC                                 05/01/2004                    5.375                           STANDARD
 80                                 PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600958368                         $445,000.00                   $2,526.66                       REFINANCE
 01982                              04/23/2004                    $444,512.92                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD

 60.54                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600958369                         $447,500.00                   $2,505.87                       REFINANCE

 60047                              04/01/2004                    $446,998.56                     06/01/2004
 IL                                 06/01/2004                    5.375                           STANDARD
 72.76                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600958400                         $455,900.00                   $2,588.55                       PURCHASE
 01701                              04/12/2004                    $455,400.99                     06/01/2004

 MA                                 06/01/2004                    5.5                             STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N









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

 0600958473                         $522,000.00                   $2,923.05                       REFINANCE
 01776                              04/08/2004                    $521,415.08                     05/01/2004
 MA                                 06/01/2004                    5.375                           STANDARD

 48.56                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600958519                         $616,000.00                   $3,497.58                       REFINANCE

 02459                              04/20/2004                    $615,325.75                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 64.84                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600958640                         $564,000.00                   $3,291.35                       REFINANCE
 60302                              04/22/2004                    $563,411.15                     05/01/2004

 IL                                 06/01/2004                    5.75                            STANDARD
 73.63                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600958656                         $462,450.00                   $2,625.74                       REFINANCE
 01886                              04/30/2004                    $461,943.82                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD

 79.46                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600958670                         $625,000.00                   $3,548.68                       REFINANCE

 02052                              04/22/2004                    $624,315.90                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 55.31                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600958737                         $522,000.00                   $2,963.86                       REFINANCE
 28036                              04/13/2004                    $521,428.64                     05/01/2004

 NC                                 06/01/2004                    5.5                             STANDARD
 71.21                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600958774                         $354,000.00                   $2,009.97                       REFINANCE
 60048                              04/23/2004                    $353,612.53                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD

 64.36                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600958812                         $381,000.00                   $2,163.28                       REFINANCE

 01880                              04/21/2004                    $380,582.97                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 64.36                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600958856                         $400,000.00                   $2,334.29                       PURCHASE
 19317                              04/15/2004                    $399,582.38                     06/01/2004

 PA                                 06/01/2004                    5.75                            STANDARD
 78.43                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600958954                         $502,500.00                   $2,853.14                       REFINANCE
 01773                              04/28/2004                    $501,949.99                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD

 67                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600959022                         $633,000.00                   $3,594.10                       REFINANCE

 02465                              05/03/2004                    $632,307.15                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 53.02                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600959068                         $390,000.00                   $2,214.38                       REFINANCE
 02494                              04/13/2004                    $389,573.12                     05/01/2004

 MA                                 06/01/2004                    5.5                             STREAMLINE
 70.91                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









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

 0600959100                         $452,000.00                   $2,566.41                       REFINANCE
 60015                              04/23/2004                    $451,505.26                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD

 51.07                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600959274                         $388,000.00                   $2,203.02                       REFINANCE

 55439                              04/09/2004                    $387,575.31                     05/01/2004
 MN                                 06/01/2004                    5.5                             STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600959418                         $484,500.00                   $2,750.94                       REFINANCE
 60558                              04/21/2004                    $483,969.69                     05/01/2004

 IL                                 06/01/2004                    5.5                             STANDARD
 67.76                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600959624                         $398,000.00                   $2,291.11                       REFINANCE
 60630                              04/15/2004                    $397,574.52                     05/01/2004
 IL                                 06/01/2004                    5.625                           STANDARD

 65.25                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600959766                         $450,000.00                   $2,555.06                       REFINANCE

 21015                              04/07/2004                    $449,507.44                     05/01/2004
 MD                                 06/01/2004                    5.5                             STANDARD
 78.67                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600959794                         $395,700.00                   $2,246.74                       REFINANCE
 66224                              04/06/2004                    $395,266.89                     05/01/2004

 KS                                 06/01/2004                    5.5                             STANDARD
 68.22                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600959815                         $465,000.00                   $2,787.91                       PURCHASE
 55045                              04/15/2004                    $464,537.09                     05/01/2004
 MN                                 06/01/2004                    6                               STANDARD

 79.49                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600959861                         $535,000.00                   $3,037.67                       PURCHASE

 60175                              04/14/2004                    $534,414.41                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD
 74.32                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600959897                         $447,500.00                   $2,540.86                       REFINANCE
 60119                              04/19/2004                    $447,010.18                     05/01/2004

 IL                                 06/01/2004                    5.5                             STANDARD
 67.29                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600960289                         $361,500.00                   $2,052.56                       REFINANCE
 02021                              05/06/2004                    $361,500.00                     06/01/2004
 MA                                 07/01/2004                    5.5                             STANDARD

 66.7                               SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600960441                         $382,000.00                   $2,199.01                       REFINANCE

 60175                              04/09/2004                    $381,591.62                     05/01/2004
 IL                                 06/01/2004                    5.625                           STANDARD
 64.75                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600960453                         $693,000.00                   $3,934.78                       PURCHASE
 02467                              04/28/2004                    $692,241.47                     05/01/2004

 MA                                 06/01/2004                    5.5                             STANDARD
 65.08                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









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

 0600960483                         $850,000.00                   $4,893.08                       REFINANCE
 02493                              04/26/2004                    $849,091.30                     05/01/2004
 MA                                 06/01/2004                    5.625                           STANDARD

 69.11                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600960665                         $528,000.00                   $3,039.47                       PURCHASE

 02631                              05/07/2004                    $527,435.53                     05/01/2004
 MA                                 06/01/2004                    5.625                           STANDARD
 80                                 SINGLE FAMILY-                SECOND HOME                     N

 0600960735                         $625,000.00                   $3,597.85                       REFINANCE
 81632                              04/15/2004                    $624,331.84                     05/01/2004

 CO                                 06/01/2004                    5.625                           STANDARD
 74.85                              CONDOMINIUM-                  SECOND HOME                     N

 0600960737                         $358,150.00                   $2,033.54                       REFINANCE
 60467                              04/08/2004                    $357,757.98                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD

 72.35                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600960991                         $395,000.00                   $2,242.77                       REFINANCE

 03768                              04/20/2004                    $394,567.65                     05/01/2004
 NH                                 06/01/2004                    5.5                             STANDARD
 50.64                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600960993                         $386,500.00                   $2,224.91                       REFINANCE
 02061                              04/16/2004                    $386,086.81                     05/01/2004

 MA                                 06/01/2004                    5.625                           STANDARD
 73.62                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600960998                         $420,000.00                   $2,384.71                       REFINANCE
 94531                              04/16/2004                    $419,540.29                     05/01/2004
 CA                                 06/01/2004                    5.5                             STANDARD

 77.06                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600961136                         $500,000.00                   $2,838.95                       REFINANCE

 27106                              04/12/2004                    $499,452.72                     05/01/2004
 NC                                 06/01/2004                    5.5                             STANDARD
 60.31                              CONDOMINIUM-                  PRIMARY RESIDENCE               N

 0600961279                         $525,000.00                   $2,980.89                       REFINANCE
 02420                              04/27/2004                    $524,425.36                     05/01/2004

 MA                                 06/01/2004                    5.5                             STANDARD
 40.38                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600961289                         $450,000.00                   $2,555.05                       REFINANCE
 22307                              04/08/2004                    $449,507.45                     05/01/2004
 VA                                 06/01/2004                    5.5                             STANDARD

 72.58                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600961347                         $370,000.00                   $2,100.82                       REFINANCE

 01588                              04/26/2004                    $369,595.01                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 67.89                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600961397                         $443,000.00                   $2,515.31                       REFINANCE
 20009                              04/09/2004                    $442,515.11                     05/01/2004

 DC                                 06/01/2004                    5.5                             STANDARD
 47.13                              TOWNHOUSE-                    PRIMARY RESIDENCE               N









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

 0600961522                         $462,500.00                   $2,626.02                       REFINANCE
 54914                              04/12/2004                    $461,993.77                     05/01/2004
 WI                                 06/01/2004                    5.5                             STANDARD

 64.69                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600961529                         $386,000.00                   $2,191.67                       REFINANCE

 45440                              04/12/2004                    $385,577.50                     05/01/2004
 OH                                 06/01/2004                    5.5                             STANDARD
 76.59                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600961679                         $592,000.00                   $3,315.03                       REFINANCE
 80220                              04/07/2004                    $591,336.64                     06/01/2004

 CO                                 06/01/2004                    5.375                           STANDARD
 77.89                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600961701                         $352,000.00                   $1,998.62                       REFINANCE
 80220                              04/09/2004                    $351,614.71                     05/01/2004
 CO                                 06/01/2004                    5.5                             STANDARD

 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600961860                         $443,700.00                   $2,624.65                       REFINANCE

 90742                              04/21/2004                    $443,247.63                     05/01/2004
 CA                                 06/01/2004                    5.875                           STANDARD
 64.3                               SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600961873                         $420,000.00                   $2,384.71                       REFINANCE
 02461                              04/30/2004                    $419,540.29                     05/01/2004

 MA                                 06/01/2004                    5.5                             STANDARD
 35.74                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600961943                         $333,800.00                   $1,895.28                       REFINANCE
 46202                              04/19/2004                    $330,026.28                     05/01/2004
 IN                                 06/01/2004                    5.5                             STANDARD

 72.1                               SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600961969                         $475,000.00                   $2,659.86                       REFINANCE

 27614                              04/12/2004                    $474,467.74                     05/01/2004
 NC                                 06/01/2004                    5.375                           STANDARD
 76                                 PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600961985                         $424,000.00                   $2,407.43                       REFINANCE
 22205                              04/08/2004                    $423,535.90                     05/01/2004

 VA                                 06/01/2004                    5.5                             STANDARD
 45.11                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600962006                         $387,000.00                   $2,227.79                       REFINANCE
 01742                              04/12/2004                    $386,586.27                     05/01/2004
 MA                                 06/01/2004                    5.625                           STANDARD

 57.68                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600962028                         $482,000.00                   $2,736.74                       REFINANCE

 01810                              04/23/2004                    $481,472.43                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 66.48                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600962046                         $465,000.00                   $2,640.22                       REFINANCE
 02143                              04/22/2004                    $464,491.03                     05/01/2004

 MA                                 06/01/2004                    5.5                             STREAMLINE
 66.43                              CONDOMINIUM-                  PRIMARY RESIDENCE               N









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

 0600962142                         $367,000.00                   $2,083.79                       REFINANCE
 02054                              04/14/2004                    $366,598.29                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD

 70.58                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600962167                         $425,000.00                   $2,446.54                       REFINANCE

 80220                              04/08/2004                    $424,545.65                     05/01/2004
 CO                                 06/01/2004                    5.625                           STANDARD
 70.25                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600962177                         $399,500.00                   $2,268.32                       PURCHASE
 40513                              04/12/2004                    $399,062.72                     05/01/2004

 KY                                 06/01/2004                    5.5                             STANDARD
 79.98                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600962199                         $490,000.00                   $2,782.17                       REFINANCE
 01867                              04/12/2004                    $489,463.66                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD

 79.67                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600962212                         $378,000.00                   $2,146.24                       REFINANCE

 94904                              04/29/2004                    $377,586.26                     05/01/2004
 CA                                 06/01/2004                    5.5                             STANDARD
 45.54                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600962321                         $364,700.00                   $2,070.73                       REFINANCE
 29926                              04/19/2004                    $364,300.81                     05/01/2004

 SC                                 06/01/2004                    5.5                             STANDARD
 69.47                              CONDOMINIUM-                  SECOND HOME                     N

 0600962516                         $647,000.00                   $3,673.59                       REFINANCE
 55356                              04/14/2004                    $646,291.83                     05/01/2004
 MN                                 06/01/2004                    5.5                             STANDARD

 64.7                               PUD-DETACHED                  PRIMARY RESIDENCE               N
 0600962569                         $450,000.00                   $2,590.45                       REFINANCE

 01775                              04/26/2004                    $449,518.93                     05/01/2004
 MA                                 06/01/2004                    5.625                           STANDARD
 75.5                               SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600962576                         $450,000.00                   $2,484.92                       REFINANCE
 10803                              04/09/2004                    $449,483.83                     05/01/2004

 NY                                 06/01/2004                    5.25                            STANDARD
 51.43                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600962646                         $567,200.00                   $3,176.16                       PURCHASE
 66223                              04/16/2004                    $566,564.42                     05/01/2004
 KS                                 06/01/2004                    5.375                           STANDARD

 79.99                              PUD-DETACHED                  PRIMARY RESIDENCE               N
 0600962647                         $495,500.00                   $2,813.39                       REFINANCE

 60203                              04/14/2004                    $494,957.65                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD
 69.3                               SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600962653                         $451,450.00                   $2,563.28                       REFINANCE
 60646                              04/26/2004                    $450,955.87                     05/01/2004

 IL                                 06/01/2004                    5.5                             STANDARD
 75.24                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









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

 0600962668                         $474,300.00                   $2,693.02                       REFINANCE
 80301                              04/13/2004                    $473,780.86                     05/01/2004
 CO                                 06/01/2004                    5.5                             STANDARD

 76.5                               SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600962993                         $600,000.00                   $3,406.73                       REFINANCE

 02481                              04/16/2004                    $599,343.27                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 62.83                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600963008                         $460,000.00                   $2,575.87                       PURCHASE
 29672                              04/22/2004                    $459,484.55                     05/01/2004

 SC                                 06/01/2004                    5.375                           STANDARD
 69.7                               PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600963165                         $595,000.00                   $3,378.34                       REFINANCE
 02458                              04/26/2004                    $594,348.74                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD

 44.07                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600963195                         $420,000.00                   $2,384.71                       REFINANCE

 01772                              04/24/2004                    $419,540.29                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 73.04                              CONDOMINIUM-                  PRIMARY RESIDENCE               N

 0600963307                         $372,000.00                   $2,112.18                       REFINANCE
 60025                              04/14/2004                    $371,592.82                     05/01/2004

 IL                                 06/01/2004                    5.5                             STANDARD
 62.52                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600963378                         $420,000.00                   $2,384.71                       REFINANCE
 01720                              04/21/2004                    $419,540.29                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD

 72.41                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600963525                         $383,000.00                   $2,204.76                       REFINANCE

 01867                              05/03/2004                    $382,590.55                     05/01/2004
 MA                                 06/01/2004                    5.625                           STANDARD
 63.83                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600963532                         $496,528.00                   $2,819.23                       REFINANCE
 20817                              04/14/2004                    $495,984.52                     05/01/2004

 MD                                 06/01/2004                    5.5                             STANDARD
 30.18                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600963591                         $560,000.00                   $3,135.84                       REFINANCE
 27502                              04/16/2004                    $559,372.49                     05/01/2004
 NC                                 06/01/2004                    5.375                           STANDARD

 60.22                              PUD-DETACHED                  PRIMARY RESIDENCE               N
 0600963710                         $510,000.00                   $2,935.85                       REFINANCE

 92688                              04/14/2004                    $509,454.78                     05/01/2004
 CA                                 06/01/2004                    5.625                           STANDARD
 68.92                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600963816                         $696,000.00                   $4,006.57                       REFINANCE
 29607                              04/21/2004                    $695,255.93                     05/01/2004

 SC                                 06/01/2004                    5.625                           STANDARD
 77.33                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









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

 0600963856                         $392,000.00                   $2,225.73                       PURCHASE
 02148                              04/26/2004                    $391,570.94                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD

 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600964115                         $470,200.00                   $2,669.74                       REFINANCE

 60074                              04/16/2004                    $469,685.34                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD
 73.47                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600964198                         $504,000.00                   $2,861.66                       REFINANCE
 21742                              04/12/2004                    $503,448.34                     05/01/2004

 MD                                 06/01/2004                    5.5                             STANDARD
 68.57                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600964532                         $350,000.00                   $2,070.38                       REFINANCE
 01826                              04/20/2004                    $349,643.16                     05/01/2004
 MA                                 06/01/2004                    5.875                           STANDARD

 73.53                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600964747                         $474,200.00                   $2,692.46                       REFINANCE

 60607                              04/20/2004                    $473,680.96                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD
 73.41                              PUD-ATTACHED                  PRIMARY RESIDENCE               N

 0600964857                         $430,000.00                   $2,475.32                       REFINANCE
 01776                              04/14/2004                    $429,540.31                     05/01/2004

 MA                                 06/01/2004                    5.625                           STANDARD
 45.15                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600964977                         $750,000.00                   $4,258.42                       REFINANCE
 60022                              04/23/2004                    $749,179.08                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD

 68.18                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600965041                         $425,000.00                   $2,413.10                       REFINANCE

 02465                              04/13/2004                    $424,534.82                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 62.96                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600965091                         $340,000.00                   $1,957.24                       REFINANCE
 21012                              03/30/2004                    $339,271.32                     05/01/2004

 MD                                 05/01/2004                    5.625                           STANDARD
 75.56                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600965120                         $428,000.00                   $2,430.14                       PURCHASE
 02536                              04/19/2004                    $427,531.53                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD

 80                                 SINGLE FAMILY-                SECOND HOME                     N
 0600965370                         $601,450.00                   $3,414.97                       PURCHASE

 46748                              05/07/2004                    $601,450.00                     06/01/2004
 IN                                 07/01/2004                    5.5                             STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600965484                         $364,000.00                   $2,066.75                       PURCHASE
 08260                              04/29/2004                    $363,601.58                     05/01/2004

 NJ                                 06/01/2004                    5.5                             STANDARD
 80                                 SINGLE FAMILY-                SECOND HOME                     N









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

 0600965558                         $348,000.00                   $2,003.28                       REFINANCE
 49101                              04/23/2004                    $347,627.97                     05/01/2004
 MI                                 06/01/2004                    5.625                           STANDARD

 79.09                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600965571                         $452,500.00                   $2,569.25                       REFINANCE

 20816                              05/03/2004                    $452,004.71                     05/01/2004
 MD                                 06/01/2004                    5.5                             STANDARD
 65.11                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600965665                         $588,650.00                   $3,250.55                       PURCHASE
 27949                              04/21/2004                    $587,974.79                     05/01/2004

 NC                                 06/01/2004                    5.25                            STANDARD
 74.99                              PUD-DETACHED                  SECOND HOME                     N

 0600965755                         $450,000.00                   $2,590.45                       PURCHASE
 06437                              04/26/2004                    $449,518.93                     05/01/2004
 CT                                 06/01/2004                    5.625                           STANDARD

 70.75                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600965907                         $565,000.00                   $3,208.01                       REFINANCE

 01940                              04/30/2004                    $564,381.57                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 76.35                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600965983                         $448,000.00                   $2,508.67                       REFINANCE
 60025                              03/26/2004                    $446,893.30                     05/01/2004

 IL                                 05/01/2004                    5.375                           STREAMLINE
 68.92                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600966281                         $367,000.00                   $2,112.66                       REFINANCE
 60045                              04/27/2004                    $366,607.65                     05/01/2004
 IL                                 06/01/2004                    5.625                           STANDARD

 56.46                              PUD-ATTACHED                  PRIMARY RESIDENCE               N
 0600966301                         $644,500.00                   $3,659.40                       REFINANCE

 02146                              04/29/2004                    $643,794.56                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 64.45                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600966361                         $438,000.00                   $2,486.92                       REFINANCE
 60203                              04/13/2004                    $437,520.58                     05/01/2004

 IL                                 06/01/2004                    5.5                             STANDARD
 62.57                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600966493                         $518,000.00                   $2,981.90                       REFINANCE
 01773                              04/29/2004                    $517,446.23                     05/01/2004
 MA                                 06/01/2004                    5.625                           STANDARD

 70                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600966576                         $580,000.00                   $3,293.18                       REFINANCE

 02445                              04/22/2004                    $579,365.15                     05/01/2004
 MA                                 06/01/2004                    5.5                             STREAMLINE
 42.96                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600966713                         $384,200.00                   $2,181.45                       REFINANCE
 22201                              04/21/2004                    $383,779.47                     05/01/2004

 VA                                 06/01/2004                    5.5                             STANDARD
 64.03                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









 LOAN_ID                            ORIGINAL_LOAN_AMO             MONTHLY_P_AND_I                 PURPOSE
 PROP_STATE                         NOTE_DATE                     ISSUE_DATE_BALANCE              PAID_TO_DATE
 PROP_ZIP_CODE                      FIRST_PAYMENT_DATE            NOTE_RATE                       PROCESSING_STYLE
 LTV                                PROPERTY_TYPE                 OCCUPANCY                       LOAN_BUYDOWN_IND

 0600966723                         $672,000.00                   $3,868.41                       REFINANCE
 22207                              04/22/2004                    $671,281.59                     05/01/2004
 VA                                 06/01/2004                    5.625                           STANDARD

 68.85                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600966793                         $408,000.00                   $2,348.68                       PURCHASE

 85020                              04/15/2004                    $407,563.82                     05/01/2004
 AZ                                 06/01/2004                    5.625                           STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600966898                         $383,000.00                   $2,174.63                       REFINANCE
 94062                              05/03/2004                    $382,580.79                     05/01/2004

 CA                                 06/01/2004                    5.5                             STANDARD
 45.06                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600967002                         $423,566.00                   $2,404.96                       REFINANCE
 02921                              04/19/2004                    $423,102.38                     05/01/2004
 RI                                 06/01/2004                    5.5                             STANDARD

 88.52                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600967007                         $400,000.00                   $2,271.16                       REFINANCE

 01915                              04/17/2004                    $399,562.17                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600967288                         $400,000.00                   $2,334.29                       REFINANCE
 02043                              04/20/2004                    $399,582.38                     05/01/2004

 MA                                 06/01/2004                    5.75                            STANDARD
 65.68                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600967674                         $611,500.00                   $3,472.03                       REFINANCE
 60048                              04/19/2004                    $610,830.68                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD

 74.12                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600967829                         $380,000.00                   $2,187.49                       REFINANCE

 02138                              05/03/2004                    $379,593.76                     05/01/2004
 MA                                 06/01/2004                    5.625                           STANDARD
 80                                 CONDOMINIUM-                  PRIMARY RESIDENCE               N

 0600967903                         $555,000.00                   $3,151.23                       REFINANCE
 02138                              04/16/2004                    $554,392.52                     05/01/2004

 MA                                 06/01/2004                    5.5                             STANDARD
 57.68                              CONDOMINIUM-                  PRIMARY RESIDENCE               N

 0600967924                         $569,500.00                   $3,233.56                       REFINANCE
 53018                              05/05/2004                    $569,500.00                     06/01/2004
 WI                                 07/01/2004                    5.5                             STANDARD

 62.58                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600967942                         $450,000.00                   $2,661.92                       REFINANCE

 08816                              04/23/2004                    $449,541.21                     05/01/2004
 NJ                                 06/01/2004                    5.875                           STANDARD
 60                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600968249                         $600,000.00                   $3,406.73                       REFINANCE
 02132                              04/29/2004                    $599,343.27                     05/01/2004

 MA                                 06/01/2004                    5.5                             STANDARD
 78.95                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









 LOAN_ID                            ORIGINAL_LOAN_AMO             MONTHLY_P_AND_I                 PURPOSE
 PROP_STATE                         NOTE_DATE                     ISSUE_DATE_BALANCE              PAID_TO_DATE
 PROP_ZIP_CODE                      FIRST_PAYMENT_DATE            NOTE_RATE                       PROCESSING_STYLE
 LTV                                PROPERTY_TYPE                 OCCUPANCY                       LOAN_BUYDOWN_IND

 0600968253                         $384,000.00                   $2,180.31                       REFINANCE
 07090                              04/19/2004                    $383,579.69                     05/01/2004
 NJ                                 06/01/2004                    5.5                             STANDARD

 57.74                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600968336                         $468,000.00                   $2,694.07                       REFINANCE

 20165                              04/26/2004                    $467,499.68                     05/01/2004
 VA                                 06/01/2004                    5.625                           STANDARD
 67.34                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600968509                         $570,000.00                   $3,326.37                       REFINANCE
 94117                              04/27/2004                    $569,404.88                     05/01/2004

 CA                                 06/01/2004                    5.75                            STANDARD
 79.72                              CONDOMINIUM-                  PRIMARY RESIDENCE               N

 0600968567                         $404,000.00                   $2,293.87                       REFINANCE
 60302                              04/23/2004                    $403,557.80                     05/01/2004
 IL                                 06/01/2004                    5.5                             STANDARD

 73.45                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600968602                         $430,000.00                   $2,441.49                       REFINANCE

 02461                              04/13/2004                    $427,229.34                     06/01/2004
 MA                                 06/01/2004                    5.5                             STREAMLINE
 77.34                              CONDOMINIUM-                  PRIMARY RESIDENCE               N

 0600968623                         $446,000.00                   $2,532.34                       REFINANCE
 20878                              04/22/2004                    $445,511.83                     05/01/2004

 MD                                 06/01/2004                    5.5                             STANDARD
 76.9                               PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600968627                         $432,000.00                   $2,452.85                       REFINANCE
 07733                              04/19/2004                    $431,527.15                     05/01/2004
 NJ                                 06/01/2004                    5.5                             STANDARD

 77.84                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600968872                         $500,000.00                   $2,838.95                       PURCHASE

 04537                              04/30/2004                    $499,452.72                     05/01/2004
 ME                                 06/01/2004                    5.5                             STANDARD
 71.48                              SINGLE FAMILY-                SECOND HOME                     N

 0600968947                         $428,000.00                   $2,430.14                       REFINANCE
 47725                              04/30/2004                    $427,531.53                     05/01/2004

 IN                                 06/01/2004                    5.5                             STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600968957                         $400,000.00                   $2,302.63                       REFINANCE
 87122                              05/03/2004                    $399,572.37                     05/01/2004
 NM                                 06/01/2004                    5.625                           STANDARD

 75.76                              PUD-ATTACHED                  PRIMARY RESIDENCE               N
 0600969267                         $390,000.00                   $2,214.37                       REFINANCE

 01940                              04/23/2004                    $389,573.13                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 64.36                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600969405                         $587,000.00                   $3,332.93                       REFINANCE
 30342                              04/19/2004                    $586,357.49                     05/01/2004

 GA                                 06/01/2004                    5.5                             STANDARD
 60.21                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









 LOAN_ID                            ORIGINAL_LOAN_AMO             MONTHLY_P_AND_I                 PURPOSE
 PROP_STATE                         NOTE_DATE                     ISSUE_DATE_BALANCE              PAID_TO_DATE
 PROP_ZIP_CODE                      FIRST_PAYMENT_DATE            NOTE_RATE                       PROCESSING_STYLE
 LTV                                PROPERTY_TYPE                 OCCUPANCY                       LOAN_BUYDOWN_IND

 0600969572                         $379,000.00                   $2,151.92                       REFINANCE
 02445                              04/20/2004                    $378,585.16                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD

 55.33                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600969757                         $550,000.00                   $3,122.84                       PURCHASE

 02139                              04/29/2004                    $549,397.99                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 67.48                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600969816                         $410,000.00                   $2,327.93                       REFINANCE
 20854                              04/19/2004                    $409,551.24                     05/01/2004

 MD                                 06/01/2004                    5.5                             STANDARD
 59.42                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600969950                         $445,000.00                   $2,561.67                       REFINANCE
 02467                              04/28/2004                    $444,524.27                     05/01/2004
 MA                                 06/01/2004                    5.625                           STREAMLINE

 29.67                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600969970                         $440,000.00                   $2,532.89                       PURCHASE

 08008                              04/02/2004                    $439,057.02                     05/01/2004
 NJ                                 05/01/2004                    5.625                           STANDARD
 80                                 SINGLE FAMILY-                SECOND HOME                     N

 0600970255                         $448,000.00                   $2,543.69                       REFINANCE
 80134                              04/21/2004                    $447,509.64                     05/01/2004

 CO                                 06/01/2004                    5.5                             STANDARD
 59.73                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600970268                         $360,000.00                   $2,044.04                       PURCHASE
 19454                              04/21/2004                    $359,605.96                     05/01/2004
 PA                                 06/01/2004                    5.5                             STANDARD

 75.54                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600970273                         $398,800.00                   $2,264.34                       PURCHASE

 02632                              04/26/2004                    $398,363.49                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 80                                 SINGLE FAMILY-                SECOND HOME                     N

 0600970279                         $450,000.00                   $2,555.05                       REFINANCE
 19382                              04/05/2004                    $449,507.45                     05/01/2004

 PA                                 06/01/2004                    5.5                             STANDARD
 75                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600970286                         $419,000.00                   $2,379.04                       REFINANCE
 80016                              04/21/2004                    $418,541.38                     05/01/2004
 CO                                 06/01/2004                    5.5                             STANDARD

 70.42                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600970956                         $94,000.00                    $533.72                         PURCHASE

 85746                              04/13/2004                    $93,897.11                      06/01/2004
 AZ                                 06/01/2004                    5.5                             STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600971147                         $567,000.00                   $3,219.36                       REFINANCE
 01951                              04/30/2004                    $566,379.39                     05/01/2004

 MA                                 06/01/2004                    5.5                             STREAMLINE
 56.7                               SINGLE FAMILY-                PRIMARY RESIDENCE               N









 LOAN_ID                            ORIGINAL_LOAN_AMO             MONTHLY_P_AND_I                 PURPOSE
 PROP_STATE                         NOTE_DATE                     ISSUE_DATE_BALANCE              PAID_TO_DATE
 PROP_ZIP_CODE                      FIRST_PAYMENT_DATE            NOTE_RATE                       PROCESSING_STYLE
 LTV                                PROPERTY_TYPE                 OCCUPANCY                       LOAN_BUYDOWN_IND

 0600971365                         $420,000.00                   $2,384.71                       REFINANCE
 02871                              04/27/2004                    $419,540.29                     05/01/2004
 RI                                 06/01/2004                    5.5                             STANDARD

 58.09                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600973063                         $520,000.00                   $2,952.50                       PURCHASE

 01720                              04/30/2004                    $519,430.83                     06/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600973574                         $433,000.00                   $2,458.53                       REFINANCE
 22033                              04/23/2004                    $432,526.05                     05/01/2004

 VA                                 06/01/2004                    5.5                             STANDARD
 67.66                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600973637                         $413,000.00                   $2,344.97                       REFINANCE
 20121                              04/27/2004                    $412,547.95                     05/01/2004
 VA                                 06/01/2004                    5.5                             STANDARD

 71.83                              PUD-DETACHED                  PRIMARY RESIDENCE               N
 0600973645                         $512,000.00                   $2,987.89                       PURCHASE

 01810                              04/20/2004                    $511,465.44                     05/01/2004
 MA                                 06/01/2004                    5.75                            STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600973692                         $425,000.00                   $2,446.54                       REFINANCE
 07058                              04/28/2004                    $424,545.65                     05/01/2004

 NJ                                 06/01/2004                    5.625                           STANDARD
 68                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600973790                         $604,000.00                   $3,429.45                       REFINANCE
 33408                              04/21/2004                    $603,338.88                     05/01/2004
 FL                                 06/01/2004                    5.5                             STANDARD

 40.27                              PUD-DETACHED                  PRIMARY RESIDENCE               N
 0600973926                         $540,000.00                   $3,066.06                       PURCHASE

 02461                              04/28/2004                    $539,408.94                     05/01/2004
 MA                                 06/01/2004                    5.5                             STANDARD
 74.48                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600974252                         $500,000.00                   $2,957.69                       PURCHASE
 02118                              04/30/2004                    $499,490.23                     05/01/2004

 MA                                 06/01/2004                    5.875                           STANDARD
 71.53                              CONDOMINIUM-                  PRIMARY RESIDENCE               N

 0600974517                         $500,000.00                   $2,838.95                       REFINANCE
 94611                              04/19/2004                    $499,452.72                     05/01/2004
 CA                                 06/01/2004                    5.5                             STANDARD

 78.13                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600974623                         $390,500.00                   $2,278.85                       REFINANCE

 94973                              05/03/2004                    $390,092.30                     05/01/2004
 CA                                 06/01/2004                    5.75                            STANDARD
 52.07                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600974989                         $540,000.00                   $3,194.30                       PURCHASE
 21057                              04/30/2004                    $539,449.45                     05/01/2004

 MD                                 06/01/2004                    5.875                           STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N









 LOAN_ID                            ORIGINAL_LOAN_AMO             MONTHLY_P_AND_I                 PURPOSE
 PROP_STATE                         NOTE_DATE                     ISSUE_DATE_BALANCE              PAID_TO_DATE
 PROP_ZIP_CODE                      FIRST_PAYMENT_DATE            NOTE_RATE                       PROCESSING_STYLE
 LTV                                PROPERTY_TYPE                 OCCUPANCY                       LOAN_BUYDOWN_IND

 0600975479                         $490,000.00                   $2,820.72                       REFINANCE
 20171                              04/26/2004                    $489,476.16                     05/01/2004
 VA                                 06/01/2004                    5.625                           STANDARD

 36.98                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600976004                         $400,000.00                   $2,366.15                       PURCHASE

 06907                              04/30/2004                    $399,592.18                     05/01/2004
 CT                                 06/01/2004                    5.875                           STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600976158                         $585,000.00                   $3,367.59                       PURCHASE
 11530                              04/29/2004                    $584,374.60                     05/01/2004

 NY                                 06/01/2004                    5.625                           STANDARD
 70.91                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600976792                         $369,500.00                   $2,156.30                       REFINANCE
 21054                              04/19/2004                    $369,114.22                     05/01/2004
 MD                                 06/01/2004                    5.75                            STANDARD

 61.58                              PUD-DETACHED                  PRIMARY RESIDENCE               N
 0600976802                         $356,000.00                   $2,105.87                       REFINANCE

 95361                              04/15/2004                    $355,637.05                     05/01/2004
 CA                                 06/01/2004                    5.875                           STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600977535                         $479,000.00                   $2,795.31                       PURCHASE
 34209                              04/15/2004                    $478,499.90                     05/01/2004

 FL                                 06/01/2004                    5.75                            STANDARD
 79.97                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600977603                         $436,500.00                   $2,617.04                       REFINANCE
 01757                              04/16/2004                    $436,065.46                     05/01/2004
 MA                                 06/01/2004                    6                               STANDARD

 79.36                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600977639                         $448,700.00                   $2,582.97                       REFINANCE

 02056                              05/03/2004                    $448,220.31                     05/01/2004
 MA                                 06/01/2004                    5.625                           STANDARD
 58.58                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600977780                         $475,000.00                   $2,771.98                       REFINANCE
 01772                              04/30/2004                    $474,504.06                     05/01/2004

 MA                                 06/01/2004                    5.75                            STANDARD
 68.84                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600978025                         $416,000.00                   $2,427.66                       REFINANCE
 63122                              04/08/2004                    $415,565.67                     05/01/2004
 MO                                 06/01/2004                    5.75                            STANDARD

 80                                 PUD-DETACHED                  PRIMARY RESIDENCE               N
 0600978100                         $508,000.00                   $3,005.01                       REFINANCE

 85013                              04/22/2004                    $507,482.07                     05/01/2004
 AZ                                 06/01/2004                    5.875                           STANDARD
 78.15                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600978501                         $408,000.00                   $2,446.17                       PURCHASE
 91913                              04/16/2004                    $407,593.83                     05/01/2004

 CA                                 06/01/2004                    6                               STANDARD
 80                                 PUD-DETACHED                  PRIMARY RESIDENCE               N









 LOAN_ID                            ORIGINAL_LOAN_AMO             MONTHLY_P_AND_I                 PURPOSE
 PROP_STATE                         NOTE_DATE                     ISSUE_DATE_BALANCE              PAID_TO_DATE
 PROP_ZIP_CODE                      FIRST_PAYMENT_DATE            NOTE_RATE                       PROCESSING_STYLE
 LTV                                PROPERTY_TYPE                 OCCUPANCY                       LOAN_BUYDOWN_IND

 0600978535                         $390,000.00                   $2,369.68                       REFINANCE
 11209                              04/16/2004                    $389,620.95                     05/01/2004
 NY                                 06/01/2004                    6.125                           STANDARD

 65                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600978643                         $400,000.00                   $2,366.15                       REFINANCE

 01776                              05/10/2004                    $400,000.00                     06/01/2004
 MA                                 07/01/2004                    5.875                           STANDARD
 71.43                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600979189                         $504,000.00                   $3,021.74                       PURCHASE
 21791                              04/30/2004                    $503,498.26                     05/01/2004

 MD                                 06/01/2004                    6                               STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600979244                         $396,000.00                   $2,279.60                       REFINANCE
 21042                              04/26/2004                    $395,576.65                     05/01/2004
 MD                                 06/01/2004                    5.625                           STANDARD

 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600979321                         $441,000.00                   $2,679.56                       REFINANCE

 48348                              04/28/2004                    $440,571.38                     05/01/2004
 MI                                 06/01/2004                    6.125                           STANDARD
 70.45                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600979547                         $450,000.00                   $2,626.08                       REFINANCE
 01742                              04/30/2004                    $449,530.17                     05/01/2004

 MA                                 06/01/2004                    5.75                            STANDARD
 70.31                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600979800                         $440,000.00                   $2,567.72                       PURCHASE
 33478                              04/13/2004                    $439,540.61                     05/01/2004
 FL                                 06/01/2004                    5.75                            STANDARD

 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600980158                         $468,800.00                   $2,735.79                       PURCHASE

 06419                              04/23/2004                    $468,310.54                     05/01/2004
 CT                                 06/01/2004                    5.75                            STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600980243                         $528,000.00                   $3,039.47                       PURCHASE
 33904                              05/05/2004                    $528,000.00                     06/01/2004

 FL                                 07/01/2004                    5.625                           STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600980904                         $340,000.00                   $2,011.23                       REFINANCE
 03862                              04/26/2004                    $339,653.35                     05/01/2004
 NH                                 06/01/2004                    5.875                           STANDARD

 64.15                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600981097                         $382,500.00                   $2,262.63                       REFINANCE

 60174                              04/15/2004                    $382,110.03                     05/01/2004
 IL                                 06/01/2004                    5.875                           STANDARD
 63.75                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600984189                         $560,000.00                   $3,402.62                       PURCHASE
 02478                              04/30/2004                    $559,455.71                     05/01/2004

 MA                                 06/01/2004                    6.125                           STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N









 LOAN_ID                            ORIGINAL_LOAN_AMO             MONTHLY_P_AND_I                 PURPOSE
 PROP_STATE                         NOTE_DATE                     ISSUE_DATE_BALANCE              PAID_TO_DATE
 PROP_ZIP_CODE                      FIRST_PAYMENT_DATE            NOTE_RATE                       PROCESSING_STYLE
 LTV                                PROPERTY_TYPE                 OCCUPANCY                       LOAN_BUYDOWN_IND

 0600984556                         $622,500.00                   $3,682.33                       PURCHASE
 60305                              05/03/2004                    $622,500.00                     06/01/2004
 IL                                 07/01/2004                    5.875                           STANDARD

 75                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600985374                         $500,000.00                   $3,284.64                       REFINANCE

 85718                              04/26/2004                    $499,579.94                     05/01/2004
 AZ                                 06/01/2004                    6.875                           STANDARD
 75.76                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600985944                         $505,500.00                   $3,030.73                       REFINANCE
 66071                              04/30/2004                    $504,996.77                     05/01/2004

 KS                                 06/01/2004                    6                               STREAMLINE
 69.72                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600985964                         $415,000.00                   $2,521.58                       REFINANCE
 01752                              05/05/2004                    $415,000.00                     06/01/2004
 MA                                 07/01/2004                    6.125                           STANDARD

 78.3                               SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600987031                         $349,250.00                   $2,093.93                       PURCHASE

 55005                              04/26/2004                    $348,902.32                     05/01/2004
 MN                                 06/01/2004                    6                               STANDARD
 79.99                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600987172                         $371,450.00                   $2,502.53                       PURCHASE
 48188                              05/03/2004                    $371,152.95                     05/01/2004

 MI                                 06/01/2004                    7.125                           STANDARD
 95                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600987406                         $452,700.00                   $2,570.38                       REFINANCE
 80550                              03/31/2004                    $451,706.72                     05/01/2004
 CO                                 05/01/2004                    5.5                             STANDARD

 73.61                              PUD-DETACHED                  PRIMARY RESIDENCE               N
 0600987449                         $400,000.00                   $2,271.16                       REFINANCE

 48367                              04/05/2004                    $399,562.17                     05/01/2004
 MI                                 06/01/2004                    5.5                             STANDARD
 69.57                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600987964                         $364,000.00                   $2,124.21                       REFINANCE
 92127                              04/08/2004                    $363,619.96                     05/01/2004

 CA                                 06/01/2004                    5.75                            STANDARD
 70                                 PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600988313                         $470,000.00                   $2,668.61                       REFINANCE
 85253                              04/02/2004                    $469,485.56                     05/01/2004
 AZ                                 06/01/2004                    5.5                             STANDARD

 73.44                              PUD-DETACHED                  PRIMARY RESIDENCE               N
 0600988783                         $335,000.00                   $1,902.09                       REFINANCE

 06878                              04/05/2004                    $334,633.33                     05/01/2004
 CT                                 06/01/2004                    5.5                             STANDARD
 30.45                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600989598                         $400,000.00                   $2,271.16                       REFINANCE
 92694                              04/06/2004                    $399,562.17                     05/01/2004

 CA                                 06/01/2004                    5.5                             STANDARD
 76.92                              PUD-DETACHED                  PRIMARY RESIDENCE               N









 LOAN_ID                            ORIGINAL_LOAN_AMO             MONTHLY_P_AND_I                 PURPOSE
 PROP_STATE                         NOTE_DATE                     ISSUE_DATE_BALANCE              PAID_TO_DATE
 PROP_ZIP_CODE                      FIRST_PAYMENT_DATE            NOTE_RATE                       PROCESSING_STYLE
 LTV                                PROPERTY_TYPE                 OCCUPANCY                       LOAN_BUYDOWN_IND

 0600989599                         $375,000.00                   $2,218.27                       REFINANCE
 20165                              04/05/2004                    $374,434.49                     05/01/2004
 VA                                 06/01/2004                    5.875                           STANDARD

 68.18                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600989600                         $485,000.00                   $2,868.96                       REFINANCE

 91360                              04/02/2004                    $484,505.52                     05/01/2004
 CA                                 06/01/2004                    5.875                           STANDARD
 53.3                               PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600989601                         $440,000.00                   $2,498.27                       PURCHASE
 78730                              04/06/2004                    $439,518.40                     06/01/2004

 TX                                 06/01/2004                    5.5                             STANDARD
 76.52                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600989602                         $480,000.00                   $2,687.86                       REFINANCE
 80403                              04/05/2004                    $478,921.87                     05/01/2004
 CO                                 05/01/2004                    5.375                           STANDARD

 75.59                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600989603                         $485,000.00                   $2,753.78                       REFINANCE

 80302                              04/05/2004                    $484,469.14                     05/01/2004
 CO                                 06/01/2004                    5.5                             STANDARD
 30.31                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600989606                         $495,000.00                   $2,928.11                       REFINANCE
 94506                              04/05/2004                    $494,495.33                     05/01/2004

 CA                                 06/01/2004                    5.875                           STANDARD
 44                                 PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600989607                         $443,700.00                   $2,589.31                       PURCHASE
 91803                              04/07/2004                    $443,236.75                     06/01/2004
 CA                                 06/01/2004                    5.75                            STANDARD

 90                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600989608                         $372,000.00                   $2,112.18                       PURCHASE

 92129                              04/05/2004                    $371,592.82                     05/01/2004
 CA                                 06/01/2004                    5.5                             STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600989609                         $445,000.00                   $2,422.97                       PURCHASE
 89145                              04/13/2004                    $444,477.55                     05/01/2004

 NV                                 06/01/2004                    5.125                           STANDARD
 55.63                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600989611                         $390,000.00                   $2,245.06                       REFINANCE
 95377                              04/01/2004                    $389,583.07                     05/01/2004
 CA                                 06/01/2004                    5.625                           STANDARD

 76.62                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600989612                         $400,000.00                   $2,302.63                       REFINANCE

 91320                              04/02/2004                    $399,572.37                     05/01/2004
 CA                                 06/01/2004                    5.625                           STANDARD
 71.43                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600989613                         $500,000.00                   $2,878.28                       REFINANCE
 91302                              04/05/2004                    $499,465.47                     05/01/2004

 CA                                 06/01/2004                    5.625                           STANDARD
 59.52                              PUD-DETACHED                  PRIMARY RESIDENCE               N









 LOAN_ID                            ORIGINAL_LOAN_AMO             MONTHLY_P_AND_I                 PURPOSE
 PROP_STATE                         NOTE_DATE                     ISSUE_DATE_BALANCE              PAID_TO_DATE
 PROP_ZIP_CODE                      FIRST_PAYMENT_DATE            NOTE_RATE                       PROCESSING_STYLE
 LTV                                PROPERTY_TYPE                 OCCUPANCY                       LOAN_BUYDOWN_IND

 0600989614                         $560,000.00                   $3,135.84                       PURCHASE
 85023                              04/13/2004                    $559,372.49                     05/01/2004
 AZ                                 06/01/2004                    5.375                           STANDARD

 80                                 PUD-DETACHED                  PRIMARY RESIDENCE               N
 0600989830                         $650,000.00                   $3,741.77                       REFINANCE

 60523                              04/09/2004                    $649,305.11                     05/01/2004
 IL                                 06/01/2004                    5.625                           STANDARD
 59.09                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600989831                         $369,600.00                   $2,127.63                       REFINANCE
 60516                              04/09/2004                    $369,204.87                     05/01/2004

 IL                                 06/01/2004                    5.625                           STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600989893                         $570,000.00                   $3,371.77                       REFINANCE
 85255                              04/08/2004                    $569,418.86                     05/01/2004
 AZ                                 06/01/2004                    5.875                           STANDARD

 76                                 PUD-DETACHED                  PRIMARY RESIDENCE               N
 0600989895                         $581,000.00                   $3,344.56                       REFINANCE

 94022                              04/08/2004                    $580,378.88                     05/01/2004
 CA                                 06/01/2004                    5.625                           STANDARD
 30.58                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600989896                         $498,000.00                   $2,866.77                       REFINANCE
 93103                              04/07/2004                    $497,467.61                     05/01/2004

 CA                                 06/01/2004                    5.625                           STANDARD
 41.5                               SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600990707                         $402,500.00                   $2,445.63                       PURCHASE
 29928                              05/10/2004                    $402,500.00                     06/01/2004
 SC                                 07/01/2004                    6.125                           STANDARD

 70                                 SINGLE FAMILY-                SECOND HOME                     N
 0600991867                         $550,000.00                   $3,166.11                       REFINANCE

 93108                              04/05/2004                    $549,412.02                     05/01/2004
 CA                                 06/01/2004                    5.625                           STANDARD
 39.29                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600992800                         $700,000.00                   $4,029.59                       REFINANCE
 78624                              04/07/2004                    $699,251.66                     05/01/2004

 TX                                 06/01/2004                    5.625                           STANDARD
 78.65                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600992802                         $384,000.00                   $2,210.52                       REFINANCE
 91913                              04/06/2004                    $383,589.48                     05/01/2004
 CA                                 06/01/2004                    5.625                           STANDARD

 51.2                               PUD-DETACHED                  PRIMARY RESIDENCE               N
 0600993481                         $336,250.00                   $1,935.64                       REFINANCE

 60042                              04/09/2004                    $335,890.53                     05/01/2004
 IL                                 06/01/2004                    5.625                           STANDARD
 79.12                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600993513                         $420,000.00                   $2,384.71                       REFINANCE
 95130                              04/08/2004                    $419,540.29                     05/01/2004

 CA                                 06/01/2004                    5.5                             STANDARD
 77.78                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









 LOAN_ID                            ORIGINAL_LOAN_AMO             MONTHLY_P_AND_I                 PURPOSE
 PROP_STATE                         NOTE_DATE                     ISSUE_DATE_BALANCE              PAID_TO_DATE
 PROP_ZIP_CODE                      FIRST_PAYMENT_DATE            NOTE_RATE                       PROCESSING_STYLE
 LTV                                PROPERTY_TYPE                 OCCUPANCY                       LOAN_BUYDOWN_IND

 0600993904                         $450,000.00                   $2,590.45                       REFINANCE
 95037                              04/08/2004                    $449,518.93                     05/01/2004
 CA                                 06/01/2004                    5.625                           STANDARD

 56.25                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600994105                         $560,000.00                   $3,268.01                       PURCHASE

 85737                              04/14/2004                    $559,415.32                     05/01/2004
 AZ                                 06/01/2004                    5.75                            STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600994107                         $520,000.00                   $2,952.50                       REFINANCE
 48176                              04/16/2004                    $519,430.83                     05/01/2004

 MI                                 06/01/2004                    5.5                             STANDARD
 73.24                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600994131                         $450,000.00                   $2,555.05                       REFINANCE
 94404                              04/09/2004                    $449,507.45                     05/01/2004
 CA                                 06/01/2004                    5.5                             STANDARD

 54.55                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600994132                         $435,000.00                   $2,573.19                       REFINANCE

 91902                              04/13/2004                    $434,556.50                     05/01/2004
 CA                                 06/01/2004                    5.875                           STANDARD
 61.27                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600994136                         $480,000.00                   $2,801.15                       REFINANCE
 85737                              04/15/2004                    $479,498.85                     05/01/2004

 AZ                                 06/01/2004                    5.75                            STANDARD
 80                                 PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600995321                         $378,000.00                   $2,175.98                       REFINANCE
 60010                              04/19/2004                    $377,595.90                     05/01/2004
 IL                                 06/01/2004                    5.625                           STANDARD

 63                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600995521                         $370,400.00                   $2,045.37                       PURCHASE

 74011                              04/02/2004                    $369,975.13                     05/01/2004
 OK                                 06/01/2004                    5.25                            STANDARD
 80                                 PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600995522                         $600,000.00                   $3,406.74                       REFINANCE
 94556                              04/08/2004                    $599,343.26                     05/01/2004

 CA                                 06/01/2004                    5.5                             STANDARD
 65.93                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600996061                         $451,500.00                   $2,563.57                       REFINANCE
 30327                              04/15/2004                    $451,005.81                     05/01/2004
 GA                                 06/01/2004                    5.5                             STANDARD

 56.44                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600996064                         $445,000.00                   $2,561.67                       REFINANCE

 90703                              04/15/2004                    $444,524.27                     05/01/2004
 CA                                 06/01/2004                    5.625                           STANDARD
 66.42                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600996166                         $600,000.00                   $3,406.74                       REFINANCE
 95819                              04/01/2004                    $599,343.26                     05/01/2004

 CA                                 06/01/2004                    5.5                             STANDARD
 50                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N









 LOAN_ID                            ORIGINAL_LOAN_AMO             MONTHLY_P_AND_I                 PURPOSE
 PROP_STATE                         NOTE_DATE                     ISSUE_DATE_BALANCE              PAID_TO_DATE
 PROP_ZIP_CODE                      FIRST_PAYMENT_DATE            NOTE_RATE                       PROCESSING_STYLE
 LTV                                PROPERTY_TYPE                 OCCUPANCY                       LOAN_BUYDOWN_IND

 0600996944                         $400,000.00                   $2,334.30                       REFINANCE
 91354                              03/31/2004                    $399,582.37                     05/01/2004
 CA                                 06/01/2004                    5.75                            STANDARD

 64                                 PUD-DETACHED                  PRIMARY RESIDENCE               N
 0600996946                         $487,000.00                   $2,765.14                       REFINANCE

 94550                              03/30/2004                    $485,931.44                     05/01/2004
 CA                                 05/01/2004                    5.5                             STANDARD
 56.63                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600996947                         $451,500.00                   $2,563.57                       REFINANCE
 20816                              04/05/2004                    $451,005.81                     05/01/2004

 MD                                 06/01/2004                    5.5                             STANDARD
 50.73                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600996948                         $415,000.00                   $2,388.98                       REFINANCE
 92649                              04/02/2004                    $414,556.33                     05/01/2004
 CA                                 06/01/2004                    5.625                           STANDARD

 48.77                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600996949                         $545,000.00                   $3,137.33                       REFINANCE

 94566                              04/06/2004                    $544,417.36                     05/01/2004
 CA                                 06/01/2004                    5.625                           STANDARD
 54.5                               SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600996950                         $397,200.00                   $2,255.26                       REFINANCE
 60302                              04/01/2004                    $396,765.24                     05/01/2004

 IL                                 06/01/2004                    5.5                             STANDARD
 66.2                               SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600996952                         $340,000.00                   $1,930.49                       REFINANCE
 94523                              03/26/2004                    $339,253.98                     05/01/2004
 CA                                 05/01/2004                    5.5                             STANDARD

 50.75                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0600996953                         $515,000.00                   $2,964.64                       REFINANCE

 89052                              04/07/2004                    $514,449.42                     05/01/2004
 NV                                 06/01/2004                    5.625                           STANDARD
 60.59                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0600997546                         $407,000.00                   $2,310.91                       REFINANCE
 10567                              03/26/2004                    $406,106.97                     05/01/2004

 NY                                 05/01/2004                    5.5                             STANDARD
 67.27                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600997813                         $452,000.00                   $2,601.97                       REFINANCE
 08558                              04/08/2004                    $451,516.78                     05/01/2004
 NJ                                 06/01/2004                    5.625                           STANDARD

 61.5                               PUD-DETACHED                  PRIMARY RESIDENCE               N
 0600998156                         $704,000.00                   $4,164.43                       REFINANCE

 55331                              04/06/2004                    $703,282.24                     05/01/2004
 MN                                 06/01/2004                    5.875                           STANDARD
 44                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0600998192                         $500,500.00                   $2,920.78                       REFINANCE
 91106                              04/14/2004                    $499,977.45                     05/01/2004

 CA                                 06/01/2004                    5.75                            STANDARD
 72.01                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









 LOAN_ID                            ORIGINAL_LOAN_AMO             MONTHLY_P_AND_I                 PURPOSE
 PROP_STATE                         NOTE_DATE                     ISSUE_DATE_BALANCE              PAID_TO_DATE
 PROP_ZIP_CODE                      FIRST_PAYMENT_DATE            NOTE_RATE                       PROCESSING_STYLE
 LTV                                PROPERTY_TYPE                 OCCUPANCY                       LOAN_BUYDOWN_IND

 0600999256                         $610,000.00                   $3,368.44                       REFINANCE
 55127                              04/16/2004                    $609,300.31                     05/01/2004
 MN                                 06/01/2004                    5.25                            STANDARD

 55.45                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0601000146                         $440,000.00                   $2,429.70                       REFINANCE

 90066                              04/06/2004                    $439,495.30                     05/01/2004
 CA                                 06/01/2004                    5.25                            STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0654771015                         $909,700.00                   $5,094.06                       REFINANCE
 90275                              03/13/2004                    $907,170.54                     05/01/2004

 CA                                 05/01/2004                    5.375                           STANDARD
 64.29                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0654840884                         $434,000.00                   $2,430.28                       PURCHASE
 91784                              03/18/2004                    $433,025.18                     05/01/2004
 CA                                 05/01/2004                    5.375                           STANDARD

 79.17                              PUD-DETACHED                  PRIMARY RESIDENCE               N
 0654868694                         $750,000.00                   $4,258.42                       PURCHASE

 92648                              04/05/2004                    $749,179.08                     05/01/2004
 CA                                 06/01/2004                    5.5                             STANDARD
 70.89                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0654891325                         $397,500.00                   $2,195.01                       PURCHASE
 92845                              05/04/2004                    $397,500.00                     06/01/2004

 CA                                 07/01/2004                    5.25                            STANDARD
 76.89                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0654895287                         $680,000.00                   $3,807.81                       PURCHASE
 91773                              03/26/2004                    $678,472.63                     05/01/2004
 CA                                 05/01/2004                    5.375                           STANDARD

 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0654906523                         $370,000.00                   $2,014.61                       REFINANCE

 04105                              03/25/2004                    $369,129.34                     05/01/2004
 ME                                 05/01/2004                    5.125                           STANDARD
 31.36                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0654912857                         $375,000.00                   $2,158.72                       PURCHASE
 92503                              04/13/2004                    $374,599.09                     05/01/2004

 CA                                 06/01/2004                    5.625                           STANDARD
 78.13                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0654916045                         $423,700.00                   $2,439.06                       PURCHASE
 90640                              04/17/2004                    $423,247.03                     05/01/2004
 CA                                 06/01/2004                    5.625                           STATED INCOME

 74.99                              PUD-DETACHED                  PRIMARY RESIDENCE               N
 0654924420                         $333,800.00                   $1,947.97                       REFINANCE

 19380                              04/23/2004                    $333,451.49                     05/01/2004
 PA                                 06/01/2004                    5.75                            STANDARD
 73.69                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0654926718                         $420,000.00                   $2,351.88                       REFINANCE
 92705                              03/15/2004                    $418,927.99                     05/01/2004

 CA                                 05/01/2004                    5.375                           STANDARD
 54.19                              PUD-DETACHED                  PRIMARY RESIDENCE               N









 LOAN_ID                            ORIGINAL_LOAN_AMO             MONTHLY_P_AND_I                 PURPOSE
 PROP_STATE                         NOTE_DATE                     ISSUE_DATE_BALANCE              PAID_TO_DATE
 PROP_ZIP_CODE                      FIRST_PAYMENT_DATE            NOTE_RATE                       PROCESSING_STYLE
 LTV                                PROPERTY_TYPE                 OCCUPANCY                       LOAN_BUYDOWN_IND

 0654928024                         $400,000.00                   $2,239.89                       REFINANCE
 92692                              03/15/2004                    $399,041.17                     05/01/2004
 CA                                 05/01/2004                    5.375                           STANDARD

 49.08                              PUD-DETACHED                  PRIMARY RESIDENCE               N
 0654928399                         $620,000.00                   $3,618.16                       PURCHASE

 92887                              04/20/2004                    $619,352.67                     05/01/2004
 CA                                 06/01/2004                    5.75                            STANDARD
 51.67                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0654931969                         $440,000.00                   $2,602.77                       REFINANCE
 94583                              04/10/2004                    $439,551.40                     05/01/2004

 CA                                 06/01/2004                    5.875                           STANDARD
 80                                 CONDOMINIUM-                  PRIMARY RESIDENCE               N

 0654933571                         $470,400.00                   $2,670.88                       PURCHASE
 06824                              04/30/2004                    $469,885.12                     05/01/2004
 CT                                 06/01/2004                    5.5                             STANDARD

 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0654935429                         $345,000.00                   $1,958.88                       PURCHASE

 30265                              04/29/2004                    $344,622.37                     05/01/2004
 GA                                 06/01/2004                    5.5                             STANDARD
 63.3                               PUD-DETACHED                  PRIMARY RESIDENCE               N

 0654936062                         $443,600.00                   $2,484.04                       REFINANCE
 94507                              03/13/2004                    $442,603.61                     05/01/2004

 CA                                 05/01/2004                    5.375                           STANDARD
 35.49                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0654936361                         $590,000.00                   $3,303.84                       PURCHASE
 92602                              04/05/2004                    $589,338.87                     05/01/2004
 CA                                 06/01/2004                    5.375                           STANDARD

 60.2                               SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0654936671                         $401,000.00                   $2,245.49                       REFINANCE

 90703                              03/26/2004                    $400,099.30                     05/01/2004
 CA                                 05/01/2004                    5.375                           STANDARD
 72.91                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0654937370                         $660,000.00                   $3,695.82                       REFINANCE
 94402                              03/26/2004                    $657,207.53                     06/01/2004

 CA                                 05/01/2004                    5.375                           STANDARD
 69.84                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0654937614                         $650,000.00                   $3,589.33                       PURCHASE
 92504                              04/12/2004                    $649,254.42                     06/01/2004
 CA                                 06/01/2004                    5.25                            STANDARD

 72.63                              PUD-DETACHED                  PRIMARY RESIDENCE               N
 0654938011                         $469,000.00                   $2,626.27                       REFINANCE

 94019                              04/03/2004                    $468,474.46                     05/01/2004
 CA                                 06/01/2004                    5.375                           STANDARD
 70                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0654938276                         $389,000.00                   $2,178.29                       REFINANCE
 91423                              04/02/2004                    $388,564.11                     05/01/2004

 CA                                 06/01/2004                    5.375                           STANDARD
 57.21                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









 LOAN_ID                            ORIGINAL_LOAN_AMO             MONTHLY_P_AND_I                 PURPOSE
 PROP_STATE                         NOTE_DATE                     ISSUE_DATE_BALANCE              PAID_TO_DATE
 PROP_ZIP_CODE                      FIRST_PAYMENT_DATE            NOTE_RATE                       PROCESSING_STYLE
 LTV                                PROPERTY_TYPE                 OCCUPANCY                       LOAN_BUYDOWN_IND

 0654939020                         $417,000.00                   $2,335.09                       REFINANCE
 91311                              04/10/2004                    $416,532.72                     05/01/2004
 CA                                 06/01/2004                    5.375                           STANDARD

 63.66                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0654940633                         $391,000.00                   $2,189.49                       REFINANCE

 92130                              03/18/2004                    $390,121.76                     05/01/2004
 CA                                 05/01/2004                    5.375                           STANDARD
 46.66                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0654941005                         $544,000.00                   $3,046.25                       REFINANCE
 95350                              03/20/2004                    $542,778.11                     05/01/2004

 CA                                 05/01/2004                    5.375                           STANDARD
 79.42                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0654941394                         $375,500.00                   $2,102.70                       REFINANCE
 91104                              03/20/2004                    $374,357.94                     05/01/2004
 CA                                 05/01/2004                    5.375                           STANDARD

 51.44                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0654941650                         $502,000.00                   $2,811.06                       REFINANCE

 92602                              03/22/2004                    $500,872.44                     05/01/2004
 CA                                 05/01/2004                    5.375                           STANDARD
 73.82                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0654942222                         $357,200.00                   $2,028.15                       REFINANCE
 20148                              04/05/2004                    $356,809.02                     05/01/2004

 VA                                 06/01/2004                    5.5                             STANDARD
 64.36                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0654943197                         $547,000.00                   $3,063.05                       REFINANCE
 92679                              03/22/2004                    $545,771.36                     05/01/2004
 CA                                 05/01/2004                    5.375                           STANDARD

 73.92                              PUD-DETACHED                  PRIMARY RESIDENCE               N
 0654943222                         $450,000.00                   $2,519.88                       REFINANCE

 92867                              04/01/2004                    $449,495.75                     05/01/2004
 CA                                 06/01/2004                    5.375                           STANDARD
 72                                 PUD-DETACHED                  PRIMARY RESIDENCE               N

 0654943270                         $646,750.00                   $3,672.18                       PURCHASE
 94923                              04/21/2004                    $646,042.09                     05/01/2004

 CA                                 06/01/2004                    5.5                             STANDARD
 65                                 PUD-DETACHED                  SECOND HOME                     N

 0654944513                         $378,000.00                   $2,058.17                       REFINANCE
 91362                              03/25/2004                    $377,110.52                     05/01/2004
 CA                                 05/01/2004                    5.125                           STANDARD

 54                                 CONDOMINIUM-                  PRIMARY RESIDENCE               N
 0654946271                         $415,000.00                   $2,323.89                       REFINANCE

 92508                              04/21/2004                    $414,534.96                     05/01/2004
 CA                                 06/01/2004                    5.375                           STANDARD
 69.51                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0654947292                         $450,000.00                   $2,555.06                       REFINANCE
 91745                              03/27/2004                    $449,507.44                     05/01/2004

 CA                                 06/01/2004                    5.5                             STANDARD
 75.5                               SINGLE FAMILY-                PRIMARY RESIDENCE               N









 LOAN_ID                            ORIGINAL_LOAN_AMO             MONTHLY_P_AND_I                 PURPOSE
 PROP_STATE                         NOTE_DATE                     ISSUE_DATE_BALANCE              PAID_TO_DATE
 PROP_ZIP_CODE                      FIRST_PAYMENT_DATE            NOTE_RATE                       PROCESSING_STYLE
 LTV                                PROPERTY_TYPE                 OCCUPANCY                       LOAN_BUYDOWN_IND

 0654949061                         $547,000.00                   $3,148.85                       REFINANCE
 07751                              04/24/2004                    $546,415.21                     05/01/2004
 NJ                                 06/01/2004                    5.625                           STANDARD

 67.12                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0654950603                         $436,000.00                   $2,407.61                       REFINANCE

 91362                              03/25/2004                    $434,997.59                     05/01/2004
 CA                                 05/01/2004                    5.25                            STANDARD
 72.67                              CONDOMINIUM-                  PRIMARY RESIDENCE               N

 0654950914                         $367,000.00                   $2,170.95                       REFINANCE
 07719                              04/23/2004                    $366,625.82                     05/01/2004

 NJ                                 06/01/2004                    5.875                           STANDARD
 75.67                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0654952447                         $480,000.00                   $2,725.39                       REFINANCE
 90505                              04/02/2004                    $479,474.61                     05/01/2004
 CA                                 06/01/2004                    5.5                             STANDARD

 67.61                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0654954105                         $493,200.00                   $2,839.14                       PURCHASE

 04074                              04/26/2004                    $492,672.74                     05/01/2004
 ME                                 06/01/2004                    5.625                           STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0654954539                         $386,000.00                   $2,191.67                       REFINANCE
 93923                              04/05/2004                    $385,577.50                     05/01/2004

 CA                                 06/01/2004                    5.5                             STANDARD
 51.47                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0654956632                         $400,000.00                   $2,271.16                       REFINANCE
 92203                              04/07/2004                    $399,448.62                     06/01/2004
 CA                                 06/01/2004                    5.5                             STANDARD

 64                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0654959478                         $350,000.00                   $1,905.71                       REFINANCE

 90703                              04/05/2004                    $349,589.08                     05/01/2004
 CA                                 06/01/2004                    5.125                           STANDARD
 62.28                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0654960034                         $535,000.00                   $3,037.68                       REFINANCE
 90045                              04/07/2004                    $534,414.40                     05/01/2004

 CA                                 06/01/2004                    5.5                             STANDARD
 69.66                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0654960592                         $400,000.00                   $2,177.95                       REFINANCE
 92040                              04/12/2004                    $399,530.38                     05/01/2004
 CA                                 06/01/2004                    5.125                           STANDARD

 76.92                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0654962969                         $468,000.00                   $2,694.08                       REFINANCE

 91381                              04/16/2004                    $467,499.67                     05/01/2004
 CA                                 06/01/2004                    5.625                           STANDARD
 80                                 PUD-DETACHED                  PRIMARY RESIDENCE               N

 0654964109                         $360,000.00                   $2,044.05                       REFINANCE
 93030                              04/12/2004                    $359,605.95                     05/01/2004

 CA                                 06/01/2004                    5.5                             STANDARD
 80                                 PUD-DETACHED                  PRIMARY RESIDENCE               N









 LOAN_ID                            ORIGINAL_LOAN_AMO             MONTHLY_P_AND_I                 PURPOSE
 PROP_STATE                         NOTE_DATE                     ISSUE_DATE_BALANCE              PAID_TO_DATE
 PROP_ZIP_CODE                      FIRST_PAYMENT_DATE            NOTE_RATE                       PROCESSING_STYLE
 LTV                                PROPERTY_TYPE                 OCCUPANCY                       LOAN_BUYDOWN_IND

 0654965194                         $690,000.00                   $3,972.03                       REFINANCE
 94547                              04/21/2004                    $689,262.35                     05/01/2004
 CA                                 06/01/2004                    5.625                           STANDARD

 76.67                              PUD-DETACHED                  PRIMARY RESIDENCE               N
 0654966369                         $435,000.00                   $2,608.05                       REFINANCE

 94587                              04/14/2004                    $434,173.04                     06/01/2004
 CA                                 06/01/2004                    6                               STANDARD
 79.09                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0654966758                         $420,000.00                   $2,384.72                       REFINANCE
 92128                              04/10/2004                    $419,540.28                     05/01/2004

 CA                                 06/01/2004                    5.5                             STANDARD
 66.14                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0654967128                         $376,000.00                   $2,224.19                       REFINANCE
 92630                              04/14/2004                    $375,616.64                     05/01/2004
 CA                                 06/01/2004                    5.875                           STANDARD

 74.46                              PUD-DETACHED                  PRIMARY RESIDENCE               N
 0654967287                         $390,000.00                   $2,214.38                       REFINANCE

 94536                              04/04/2004                    $389,573.12                     05/01/2004
 CA                                 06/01/2004                    5.5                             STANDARD
 78                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0654967343                         $440,000.00                   $2,395.75                       REFINANCE
 90501                              04/09/2004                    $439,479.17                     06/01/2004

 CA                                 06/01/2004                    5.125                           STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0654969058                         $450,000.00                   $2,555.06                       REFINANCE
 90024                              04/10/2004                    $449,507.44                     05/01/2004
 CA                                 06/01/2004                    5.5                             STANDARD

 40.91                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0654969082                         $388,000.00                   $2,233.55                       REFINANCE

 92883                              04/09/2004                    $387,585.20                     05/01/2004
 CA                                 06/01/2004                    5.625                           STANDARD
 60.16                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0654970875                         $400,000.00                   $2,302.63                       REFINANCE
 92691                              04/09/2004                    $399,572.37                     05/01/2004

 CA                                 06/01/2004                    5.625                           STANDARD
 67.23                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0654970988                         $397,000.00                   $2,444.40                       REFINANCE
 90815                              04/15/2004                    $396,623.31                     05/01/2004
 CA                                 06/01/2004                    6.25                            STANDARD

 74.21                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0654971188                         $403,000.00                   $2,288.19                       REFINANCE

 92782                              04/07/2004                    $402,558.89                     05/01/2004
 CA                                 06/01/2004                    5.5                             STANDARD
 55.59                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0654971439                         $600,000.00                   $3,694.31                       REFINANCE
 91935                              04/08/2004                    $599,430.69                     05/01/2004

 CA                                 06/01/2004                    6.25                            STANDARD
 61.54                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









 LOAN_ID                            ORIGINAL_LOAN_AMO             MONTHLY_P_AND_I                 PURPOSE
 PROP_STATE                         NOTE_DATE                     ISSUE_DATE_BALANCE              PAID_TO_DATE
 PROP_ZIP_CODE                      FIRST_PAYMENT_DATE            NOTE_RATE                       PROCESSING_STYLE
 LTV                                PROPERTY_TYPE                 OCCUPANCY                       LOAN_BUYDOWN_IND

 0654974206                         $350,000.00                   $1,987.27                       REFINANCE
 91709                              04/10/2004                    $349,616.90                     05/01/2004
 CA                                 06/01/2004                    5.5                             STANDARD

 63.06                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0654974318                         $432,000.00                   $2,452.85                       REFINANCE

 91773                              04/13/2004                    $431,527.15                     05/01/2004
 CA                                 06/01/2004                    5.5                             STANDARD
 68.57                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0654974339                         $400,000.00                   $2,271.16                       REFINANCE
 90266                              04/21/2004                    $399,562.17                     05/01/2004

 CA                                 06/01/2004                    5.5                             STANDARD
 56.74                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0654974560                         $371,200.00                   $2,107.64                       REFINANCE
 90254                              04/08/2004                    $370,793.69                     05/01/2004
 CA                                 06/01/2004                    5.5                             STANDARD

 31.73                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0654974782                         $380,000.00                   $2,278.30                       REFINANCE

 92887                              04/12/2004                    $379,621.70                     05/01/2004
 CA                                 06/01/2004                    6                               STANDARD
 38                                 PUD-DETACHED                  PRIMARY RESIDENCE               N

 0654975134                         $487,000.00                   $2,765.14                       REFINANCE
 92656                              04/16/2004                    $486,466.94                     05/01/2004

 CA                                 06/01/2004                    5.5                             STANDARD
 73.23                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0654975169                         $528,200.00                   $2,957.77                       REFINANCE
 92691                              04/16/2004                    $527,608.13                     05/01/2004
 CA                                 06/01/2004                    5.375                           STANDARD

 75.46                              PUD-DETACHED                  PRIMARY RESIDENCE               N
 0654975594                         $476,000.00                   $2,777.81                       PURCHASE

 94947                              04/29/2004                    $476,000.00                     06/01/2004
 CA                                 07/01/2004                    5.75                            STANDARD
 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0654975774                         $460,000.00                   $2,869.81                       REFINANCE
 92677                              04/13/2004                    $459,573.94                     05/01/2004

 CA                                 06/01/2004                    6.375                           STANDARD
 58.6                               PUD-DETACHED                  PRIMARY RESIDENCE               N

 0654975826                         $525,000.00                   $2,980.90                       REFINANCE
 95379                              04/09/2004                    $524,425.35                     05/01/2004
 CA                                 06/01/2004                    5.5                             STANDARD

 59.26                              PUD-DETACHED                  PRIMARY RESIDENCE               N
 0654977067                         $357,500.00                   $2,143.40                       REFINANCE

 91214                              04/14/2004                    $357,144.10                     05/01/2004
 CA                                 06/01/2004                    6                               STANDARD
 65                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0654979406                         $350,000.00                   $2,042.51                       REFINANCE
 95409                              04/14/2004                    $349,634.57                     05/01/2004

 CA                                 06/01/2004                    5.75                            STANDARD
 60.87                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









 LOAN_ID                            ORIGINAL_LOAN_AMO             MONTHLY_P_AND_I                 PURPOSE
 PROP_STATE                         NOTE_DATE                     ISSUE_DATE_BALANCE              PAID_TO_DATE
 PROP_ZIP_CODE                      FIRST_PAYMENT_DATE            NOTE_RATE                       PROCESSING_STYLE
 LTV                                PROPERTY_TYPE                 OCCUPANCY                       LOAN_BUYDOWN_IND

 0654980102                         $472,500.00                   $2,682.81                       REFINANCE
 94131                              04/24/2004                    $471,982.82                     05/01/2004
 CA                                 06/01/2004                    5.5                             STANDARD

 70                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0654981416                         $472,500.00                   $2,719.98                       REFINANCE

 90703                              04/13/2004                    $471,994.86                     05/01/2004
 CA                                 06/01/2004                    5.625                           STANDARD
 69.49                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0654982691                         $394,500.00                   $2,302.20                       REFINANCE
 91377                              04/20/2004                    $394,088.11                     05/01/2004

 CA                                 06/01/2004                    5.75                            STANDARD
 66.3                               SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0654983655                         $358,000.00                   $2,089.20                       REFINANCE
 90266                              04/17/2004                    $357,626.22                     05/01/2004
 CA                                 06/01/2004                    5.75                            STANDARD

 35.8                               SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0654984990                         $500,000.00                   $2,917.87                       REFINANCE

 92677                              04/19/2004                    $499,477.96                     05/01/2004
 CA                                 06/01/2004                    5.75                            STANDARD
 62.5                               PUD-DETACHED                  PRIMARY RESIDENCE               N

 0654986333                         $373,000.00                   $2,206.44                       REFINANCE
 92692                              04/25/2004                    $372,619.71                     05/01/2004

 CA                                 06/01/2004                    5.875                           STANDARD
 37.3                               PUD-DETACHED                  PRIMARY RESIDENCE               N

 0654986612                         $416,000.00                   $2,460.80                       REFINANCE
 91913                              04/23/2004                    $415,575.87                     05/01/2004
 CA                                 06/01/2004                    5.875                           STANDARD

 74.95                              PUD-DETACHED                  PRIMARY RESIDENCE               N
 0654987343                         $400,000.00                   $2,366.16                       REFINANCE

 91364                              04/17/2004                    $399,592.17                     05/01/2004
 CA                                 06/01/2004                    5.875                           STANDARD
 53.33                              SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0654988327                         $400,000.00                   $2,366.16                       PURCHASE
 92054                              04/29/2004                    $400,000.00                     06/01/2004

 CA                                 07/01/2004                    5.875                           STANDARD
 72.07                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0654990085                         $390,000.00                   $2,433.10                       REFINANCE
 95688                              05/01/2004                    $390,000.00                     06/01/2004
 CA                                 07/01/2004                    6.375                           STANDARD

 79.59                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0654995309                         $420,000.00                   $2,620.26                       REFINANCE

 91354                              04/25/2004                    $419,610.99                     05/01/2004
 CA                                 06/01/2004                    6.375                           STANDARD
 68.85                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0685367957                         $749,000.00                   $4,370.97                       REFINANCE
 11777                              04/02/2004                    $748,217.99                     05/01/2004

 NY                                 06/01/2004                    5.75                            STANDARD
 62.42                              SINGLE FAMILY-                PRIMARY RESIDENCE               N









 LOAN_ID                            ORIGINAL_LOAN_AMO             MONTHLY_P_AND_I                 PURPOSE
 PROP_STATE                         NOTE_DATE                     ISSUE_DATE_BALANCE              PAID_TO_DATE
 PROP_ZIP_CODE                      FIRST_PAYMENT_DATE            NOTE_RATE                       PROCESSING_STYLE
 LTV                                PROPERTY_TYPE                 OCCUPANCY                       LOAN_BUYDOWN_IND

 0685373575                         $420,000.00                   $2,384.72                       PURCHASE
 33076                              04/16/2004                    $419,540.28                     05/01/2004
 FL                                 06/01/2004                    5.5                             STANDARD

 70                                 PUD-DETACHED                  PRIMARY RESIDENCE               N
 0685375720                         $345,500.00                   $1,961.72                       REFINANCE

 22030                              04/15/2004                    $345,121.82                     05/01/2004
 VA                                 06/01/2004                    5.5                             STANDARD
 61.7                               SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0702032957                         $427,000.00                   $2,491.86                       PURCHASE
 98105                              02/19/2004                    $425,656.13                     05/01/2004

 WA                                 04/01/2004                    5.75                            STANDARD
 68.1                               SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0702033060                         $475,000.00                   $2,886.15                       PURCHASE
 06470                              04/06/2004                    $474,538.33                     05/01/2004
 CT                                 06/01/2004                    6.125                           STANDARD

 64.63                              SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0702034112                         $344,030.00                   $1,980.43                       REFINANCE

 33040                              03/10/2004                    $343,272.85                     05/01/2004
 FL                                 05/01/2004                    5.625                           STANDARD
 73.2                               SINGLE FAMILY-                PRIMARY RESIDENCE               N

 0702034177                         $479,900.00                   $2,650.03                       PURCHASE
 22312                              03/15/2004                    $478,646.00                     05/01/2004

 VA                                 05/01/2004                    5.25                            STANDARD
 80                                 PUD-DETACHED                  PRIMARY RESIDENCE               N

 0702035647                         $360,000.00                   $2,015.90                       PURCHASE
 89131                              03/30/2004                    $359,191.39                     06/01/2004
 NV                                 05/01/2004                    5.375                           STANDARD

 90                                 PUD-DETACHED                  PRIMARY RESIDENCE               N
 0702035861                         $380,000.00                   $2,157.60                       PURCHASE

 27707                              03/30/2004                    $379,166.23                     05/01/2004
 NC                                 05/01/2004                    5.5                             STANDARD
 63.33                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0702036033                         $345,000.00                   $1,958.87                       REFINANCE
 20147                              04/09/2004                    $344,622.38                     05/01/2004

 VA                                 06/01/2004                    5.5                             STANDARD
 76.16                              PUD-DETACHED                  PRIMARY RESIDENCE               N

 0702036292                         $396,000.00                   $2,248.44                       PURCHASE
 20777                              04/15/2004                    $395,566.56                     05/01/2004
 MD                                 06/01/2004                    5.5                             STANDARD

 80                                 SINGLE FAMILY-                PRIMARY RESIDENCE               N
 0702036740                         $351,200.00                   $2,021.71                       PURCHASE

 85255                              04/26/2004                    $350,824.54                     05/01/2004
 AZ                                 06/01/2004                    5.625                           STANDARD
 80                                 PUD-DETACHED                  PRIMARY RESIDENCE               N


</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 June 15, 2004 by and among GMAC
               Mortgage  Corporation,  as Servicer,  JPMorgan  Chase  Bank.,  as
               Trustee and Escrow Bank USA, as Custodian

               In  connection  with the  administration  of the Mortgage  Loans,
pursuant to the above-captioned Custodial Agreement, we request the release, and
hereby acknowledge  receipt,  of the Custodian's  Mortgage Note for the Mortgage
Loan described  below, for the reason  indicated.  All amounts received or to be
received in  connection  with the  liquidation  or other  termination  of or the
payment in full and the  termination of the Mortgage Loan  described  below that
are required to be deposited  pursuant to the Pooling and  Servicing  Agreement,
dated as of June 15, 2004, among Residential Asset Mortgage Products,  Inc., the
Servicer and the Trustee, have been or will be so deposited.


                                        F-1
<PAGE>


               Mortgage Loan Number:

               Mortgagor Name, Address & Zip Code:

               Reasons for Requesting Documents (check one):

                1.     Mortgage Paid in Full
   ---------
                2.     Foreclosure
   ---------
                3.     Substitution
   ---------
                4.     Other Liquidation
   ---------
                5.     Non-liquidation
   ---------

                                By:
                                      --------------------------------------
                                      (authorized signer)

                                Servicer:
                                            --------------------------------

                                Address:
                                            --------------------------------

                                Date:
                                        ------------------------------------

   Documents Returned to Custodian


   -----------------------------------------------
   By:
           ---------------------------------------
   Date:
             -------------------------------------


                                        F-2

<PAGE>


                                   EXHIBIT G-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

STATE OF                         )
                                 )    ss.:
COUNTY OF                        )

               [NAME OF OFFICER], being first duly sworn, deposes and says:

1. That he is [Title of Officer] of [Name of Owner] (record or beneficial  owner
of the GMACM Mortgage  Pass-Through  Certificates,  Series 2004-J3,  Class R-[ ]
(the  "Owner")),  a  [savings  institution]  [corporation]  duly  organized  and
existing under the laws of [the State  of_____________ ] [the United States], on
behalf of which he makes this affidavit and agreement.

2. That the Owner (i) is not and will not be a "disqualified organization" as of
[date of  transfer]  within the meaning of Sections  860E(e)(5)  of the Internal
Revenue Code of 1986,  as amended  (the  "Code"),  (ii) will  endeavor to remain
other than a disqualified  organization  for so long as it retains its ownership
interest in the Class R-[ ] Certificates, and (iii) is acquiring the Class R-[ ]
Certificates  for its own account or for the account of another Owner from which
it has received an affidavit  and  agreement in  substantially  the same form as
this affidavit and agreement.  (For this purpose, a "disqualified  organization"
means an electing  large  partnership  under Section 775 of the Code, the United
States,   any  state  or   political   subdivision   thereof,   any   agency  or
instrumentality  of any of the foregoing (other than an  instrumentality  all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation,  a majority of whose board of directors is not selected by
any  such  governmental   entity)  or  any  foreign  government,   international
organization  or any agency or  instrumentality  of such foreign  government  or
organization,  any rural electric or telephone cooperative,  or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated  business
taxable income).

3. That the Owner is aware (i) of the tax that would be imposed on  transfers of
Class R-[ ] Certificates  to  disqualified  organizations,  under the Code, that
applies to all transfers of Class R-[ ] Certificates  after March 31, 1988; (ii)
that such tax would be on the  transferor  (or,  with  respect to  transfers  to
electing large partnerships, on each such partnership),  or, if such transfer is
through an agent (which person  includes a broker,  nominee or middleman)  for a
disqualified organization,  on the agent; (iii) that the person (other than with
respect to transfers to electing large  partnerships)  otherwise  liable for the
tax shall be relieved of liability  for the tax if the  transferee  furnishes to
such person an affidavit that the transferee is not a disqualified  organization
and, at the time of transfer,  such person does not have actual  knowledge  that
the  affidavit  is false;  and (iv) that the  Class  R-[ ]  Certificates  may be
"noneconomic  residual  interests"  within the meaning of  Treasury  regulations
promulgated  pursuant  to the  Code and that  the  transferor  of a  noneconomic
residual  interest  will  remain  liable  for any taxes due with  respect to the
income on such residual interest,  unless no significant purpose of the transfer
was to impede the assessment or collection of tax.


                                        G-1-1
<PAGE>

4. That the Owner  understands  that, as the holder of a  "noneconomic  residual
interest"  the  Owner  may incur  tax  liabilities  in excess of any cash  flows
generated  by the interest  and that the Owner  intends to pay taxes  associated
with holding the residual interest as they become due.

5. That the owner will not cause income from the Class R-[ ]  Certificate  to be
attributable  to a foreign  permanent  establishment  or fixed base  (within the
meaning  of an  applicable  income  tax  treaty)  of the Owner or  another  U.S.
taxpayer.

6. That the Owner is aware of the tax imposed on a "pass-through entity" holding
Class R-[ ] Certificates if either the pass-through  entity is an electing large
partnership under Section 775 of the Code or at any time during the taxable year
of the pass-through  entity a disqualified  organization is the record holder of
an interest in such entity.  (For this purpose, a "pass through entity" includes
a regulated  investment  company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)

7. The Owner is a citizen or  resident  of the  United  States,  a  corporation,
partnership  or other entity  created or organized in, or under the laws of, the
United  States or any  political  subdivision  thereof  (except in the case of a
partnership, to the extent provided in Treasury regulations),  or an estate that
is described in Section 7701(a)(30)(D) of the Code, or a trust that is described
in Section 7701(a)(30)(E) of the Code.

8. That the Owner is aware that the Trustee  will not  register  the transfer of
any Class R-[ ] Certificates  unless the transferee,  or the transferee's agent,
delivers to it an affidavit and agreement,  among other things, in substantially
the same form as this affidavit and agreement.  The Owner expressly  agrees that
it will not consummate any such transfer if it knows or believes that any of the
representations contained in such affidavit and agreement are false.

9. That the Owner has  reviewed  the  restrictions  set forth on the face of the
Class R-[ ] Certificates  and the  provisions of Section  5.02(f) of the Pooling
and Servicing Agreement under which the Class R-[ ] Certificates were issued (in
particular,  clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize the
Trustee to deliver  payments  to a person  other than the Owner and  negotiate a
mandatory sale by the Trustee in the event the Owner holds such  Certificates in
violation of Section 5.02(f)).  The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.

10. That the Owner consents to any additional  restrictions or arrangements that
shall be deemed  necessary  upon advice of counsel to  constitute  a  reasonable
arrangement  to ensure  that the Class  R-[ ]  Certificates  will only be owned,
directly or indirectly, by an Owner that is not a disqualified organization.

11. The Owner's Taxpayer Identification Number is ______________________.

12. This  affidavit and agreement  relates only to the Class R-[ ]  Certificates
held by the Owner and not to any other  holder of the Class R-[ ]  Certificates.
The Owner  understands that the liabilities  described herein relate only to the
Class R-[ ] Certificates.


                                        G-1-2
<PAGE>

13. That no purpose of the Owner  relating  to the  transfer of any of the Class
R-[ ]  Certificates  by the  Owner is or will be to  impede  the  assessment  or
collection of any tax.

14.  That the Owner has no  present  knowledge  or  expectation  that it will be
unable  to  pay  any  United  States  taxes  owed  by it so  long  as any of the
Certificates remain outstanding.  In this regard, the Owner hereby represents to
and for the  benefit  of the  person  from  whom it  acquired  the  Class  R-[ ]
Certificate  that the Owner  intends to pay taxes  associated  with holding such
Class R-[ ]  Certificate  as they become due,  fully  understanding  that it may
incur tax  liabilities in excess of any cash flows  generated by the Class R-[ ]
Certificate.

15. That the Owner has no present  knowledge or expectation  that it will become
insolvent or subject to a bankruptcy  proceeding for so long as any of the Class
R-[ ] Certificates remain outstanding.

16.  The Owner is not an  employee  benefit  plan or other  plan  subject to the
Employee  Retirement  Income  Security  Act of 1974,  as amended  ("ERISA"),  or
Section 4975 of the Code (each such Owner, a "Plan"),  or an investment manager,
named  fiduciary  or a trustee of any such  plan,  or any other  Person  acting,
directly or indirectly,  on behalf of or purchasing any  Certificate  with "plan
assets" of any Plan within the meaning of the Department of Labor  regulation at
29 C.F.R. 2510.3-101.

17. The Owner will, in  connection  with any transfer that it makes of the Class
R-[] Certificates,  deliver to the Trustee a representation letter substantially
in the form of Exhibit  G-2 to the Pooling and  Servicing  Agreement.  The Owner
hereby  agrees that it will not make any transfer of any Class R-[]  Certificate
unless the transfer is in compliance  with the conditions set forth in paragraph
3 of Exhibit G-2 of the Pooling and Servicing Agreement.

18. The Owner hereby  represents to and for the benefit of the  transferor  that
(A)(1)(I) at the time of the  transfer,  and at the close of each of the Owner's
two fiscal years  preceding  the year of transfer,  the Owner's gross assets for
financial  reporting  purposes  exceed $100  million and its net assets for such
purposes exceed $10 million (disregarding,  for purposes of determining gross or
net assets, the obligation of any person related to the Owner within the meaning
of section  860L(g)  of the Code or any other  asset if a  principal  purpose of
holding or  acquiring  that asset is to permit the Owner to satisfy this minimum
gross  asset  or  net  asset  requirement),  (II)  the  Owner  is a  domestic  C
corporation  for United States  federal income tax purposes that is not for such
purposes an exempt  corporation,  a regulated  investment company, a real estate
investment  trust,  a REMIC,  or a cooperative  organization  to which part I of
subchapter T of the Code applies,  (III) there are no facts or  circumstances on
or before the date of transfer (or anticipated) which would reasonably  indicate
that the taxes associated with the Class R-[] Certificate will not be paid, (IV)
the  Owner  is not a  foreign  branch  of a  domestic  corporation,  and (V) the
transfer  does not involve a transfer  or  assignment  to a foreign  branch of a
domestic  corporation (or any other arrangement by which any Class R Certificate
is at any time subject to net tax by a foreign  country or U.S.  possession) and
the Owner will not hereafter  engage in any such transfer or assignment  (or any
such  arrangement),  and (2) does not know or have  reason to know that upon any
transfers  of  the  Class  R-[]  Certificate,  the  Owner  will  not  honor  the
restrictions  on subsequent  transfers of any Class R-[]  Certificate or (B) the
Owner has determined  that the present value of the  anticipated tax liabilities

                                        G-1-3

<PAGE>

associated  with holding the Class R-[]  Certificate  does not exceed the sum of
(1) the  present  value of any  consideration  given to the Owner to acquire the
Class  R-[]   Certificate,   (2)  the  present  value  of  the  expected  future
distributions  on the Class R-[]  Certificate,  and (3) the present value of the
anticipated tax savings  associated  with holding the Class R-[]  Certificate as
the REMIC generates losses (having made such  determination by (I) assuming that
the Owner  pays tax at a rate  equal to the  highest  rate of tax  specified  in
Section  11(b)(1) of the Code,  and (II)  utilizing a discount  rate for present
valuation  purposes equal to the applicable  Federal rate  prescribed by Section
1274(d) of the Code compounded  semi-annually (or a lower discount rate based on
the Owner having  demonstrated that it regularly  borrows,  in the course of its
trade or business,  substantial  funds at such lower rate from  unrelated  third
parties).

               IN WITNESS  WHEREOF,  the Owner has caused this  instrument to be
executed on its behalf,  pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached,  attested
by its [Assistant] Secretary, this ____ day of _____________, 200_.

                                 [NAME OF OWNER]


                                By:
                                      ---------------------------------------
                                      [Name of Officer]
                                      [Title of Officer]

[Corporate Seal]

ATTEST:


-----------------------------------------
[Assistant] Secretary

               Personally  appeared before me the above-named [Name of Officer],
known  or  proved  to me to be  the  same  person  who  executed  the  foregoing
instrument and to be the [Title of Officer] of the Owner, and acknowledged to me
that he executed  the same as his free act and deed and the free act and deed of
the Owner.

               Subscribed and sworn before me this ____ day of _________, 200__.


                             --------------------------------------------------
                                                NOTARY PUBLIC


                              COUNTY OF
                                               ---------------------------------
                              STATE OF
                                            ------------------------------------

                                     My commission  expires ___ day
                              of _____, 20__.



                                        G-1-4

<PAGE>


                                   EXHIBIT G-2

                         FORM OF TRANSFEROR CERTIFICATE

                                      ____________, 20 __


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437

JPMorgan Chase Bank
227 West Monroe Street
26th Floor
Chicago, Illinois 60606
Attn: Institutional Trust Services - GMACM 2004-J3

Attention:  Residential Asset Mortgage Products, Inc.,  Series 2004-J3

        Re:    GMACM Mortgage Pass-Through Certificates,
               Series 2004-J3, 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 2004-J3, Class R-[ ]
(the  "Certificates"),  pursuant to Section  5.02 of the  Pooling and  Servicing
Agreement  (the  "Pooling and Servicing  Agreement"),  dated as of June 15, 2004
among Residential Asset Mortgage Products, Inc., as seller (the "Company"), GMAC
Mortgage  Corporation,  as servicer,  and JPMorgan  Chase Bank,  as trustee (the
"Trustee").  All terms used  herein  and not  otherwise  defined  shall have the
meanings set forth in the Pooling and  Servicing  Agreement.  The Seller  hereby
certifies,  represents and warrants to, and covenants  with, the Company and the
Trustee that:

1. No purpose of the Seller  relating to the transfer of the  Certificate by the
Seller to the Purchaser is or will be to impede the  assessment or collection of
any tax.

2. The Seller  understands  that the  Purchaser has delivered to the Trustee and
the Servicer a transfer  affidavit  and  agreement  in the form  attached to the
Pooling and  Servicing  Agreement  as Exhibit  G-1.  The Seller does not know or
believe that any representation contained therein is false.

3.  The  Seller  has  at  the  time  of  the  transfer  conducted  a  reasonable
investigation  of the financial  condition of the Purchaser as  contemplated  by
Treasury  Regulations  Section  1.860E-1(c)(4)(i)  and,  as  a  result  of  that
investigation,  the Seller has  determined  that the Purchaser has  historically
paid its debts as they  become  due and has  found no  significant  evidence  to
indicate  that the  Purchaser  will not continue to pay its debts as they become
due in the future and either (A) has determined  all of the following  (1)(I) at
the time of the transfer, and at the close of each of the Purchaser's two fiscal
years preceding the year of transfer, the Purchaser's gross assets for financial

                                        G-2-1

<PAGE>

reporting  purposes  exceed $100  million  and its net assets for such  purposes
exceed $10  million  (disregarding,  for  purposes of  determining  gross or net
assets, the obligation of any person related to the Purchaser within the meaning
of Section  8601(g) of the Code or any other  asset if a  principal  purpose for
holding  or  acquiring  that asset is to permit the  Purchaser  to satisfy  this
minimum gross asset or net asset requirement),  (II) the Purchaser is a domestic
C corporation for United States federal income tax purposes that is not for such
purposes an exempt  corporation,  a regulated  investment  company,  real estate
investment  trust,  a REMIC,  or a cooperative  organization  to which part I of
subchapter T of the Code applies,  (III) there are no facts or  circumstances on
or before the date of transfer (or anticipated) which would reasonably  indicate
that the taxes  associated  with the Class R-[]  Certificates  will not be paid,
(IV) the Purchaser is not a foreign  branch of a domestic  corporation,  and (V)
the transfer does not involve a transfer or assignment to a foreign  branch of a
domestic  corporation  (or  any  other  arrangement  by  which  any  Class  R-[]
Certificate  is at any time  subject  to net tax by a  foreign  country  or U.S.
possession) and the Purchaser will not hereafter  engage in any such transfer or
assignment  (or any such  arrangement)  and (2) does not know or have  reason to
know that the Purchaser will not honor the restrictions on subsequent  transfers
of any Class R-[]  Certificates  as  described  in  paragraph  15 of the Form of
Transfer  Affidavit and  Agreement,  or (B) the Seller has  determined  that the
present value of the anticipated tax liabilities  associated with the holding of
the Class R-[]  Certificate  does not exceed the sum of (1) the present value of
any  consideration  given to the Purchaser to acquire the  Certificate,  (2) the
present value of the expect future  distributions on the Class R-[] Certificate,
and (3) the present value of the anticipated tax savings associated with holding
the Class R-[]  Certificate  as the REMIC  generates  losses  (having  made such
determination  by (I)  assuming  the  Purchaser  pays tax at a rate equal to the
highest  rate of tax  specified  in  Section  11(b)(1)  of the  Code,  and  (II)
utilizing a discount rate for present valuations equal to the applicable Federal
rate prescribed by Section 1274(d) of the Code  compounded  semi-annually  (or a
lower discount rate based on the Purchaser having demonstrated that it regularly
borrows, in the course of its trade or business, substantial funds at such lower
rate from unrelated third parties).  The Seller understands that the transfer of
a Class R-[ ]  Certificate  may not be respected  for United  States  income tax
purposes  (and the Seller may  continue  to be liable for United  States  income
taxes   associated   therewith)   unless  the  Seller  has  conducted   such  an
investigation.

4. The Seller has no actual knowledge that the proposed Transferee is not both a
United States Person and a Permitted Transferee.

                                Very truly yours,



                               -----------------------------------------------
                               Seller

                               By:
                                       ---------------------------------------
                               Name
                                        --------------------------------------
                               Title
                                       ---------------------------------------


                                        G-2-2

<PAGE>


                                    EXHIBIT H

                     FORM OF INVESTOR REPRESENTATION LETTER



                                     ___________ , 20 ___


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437

JPMorgan Chase Bank
227 West Monroe Street
26th Floor
Chicago, Illinois 60606
Attn: Institutional Trust Services - GMACM 2004-J3

GMAC Mortgage Corporation
100 Witmer Road
Horsham, Pennsylvania  19044

Attention:  Residential Asset Mortgage Products, Inc. Series 2004-J3

        RE:    GMACM Mortgage Pass-Through Certificates,
               Series 2004-J3, [Class B-[ ]]


Ladies and Gentlemen:

     ______________  (the  "Purchaser")  intends to purchase from  _____________
(the "Seller")  $_____________  Initial  Certificate  Principal Balance of GMACM
Mortgage   Pass-Through   Certificates,   Series   2004-J3,   Class   [  ]  (the
"Certificates"),  issued  pursuant to the Pooling and Servicing  Agreement  (the
"Pooling and Servicing Agreement"),  dated as of June 15, 2004 among Residential
Asset  Mortgage  Products,  Inc.,  as  seller  (the  "Company"),  GMAC  Mortgage
Corporation, as Servicer (the "Servicer"),  and ______________,  as trustee (the
"Trustee").  All terms used  herein  and not  otherwise  defined  shall have the
meanings set forth in the Pooling and Servicing Agreement.  The Purchaser hereby
certifies,  represents  and warrants to, and covenants  with,  the Company,  the
Trustee and the Servicer that:

1.      The Purchaser  understands that (a) the  Certificates  have not been and
        will not be registered or qualified under the Securities Act of 1933, as
        amended (the "Act") or any state  securities law, (b) the Company is not
        required  to  so  register   or  qualify  the   Certificates,   (c)  the
        Certificates may be resold only if registered and qualified  pursuant to
        the  provisions  of the  Act  or  any  state  securities  law,  or if an
        exemption from such registration and qualification is available, (d) the
        Pooling and  Servicing  Agreement  contains  restrictions  regarding the
        transfer of the Certificates and (e) the Certificates will bear a legend
        to the foregoing effect.


                                        H-1
<PAGE>

2.      The  Purchaser is  acquiring  the  Certificates  for its own account for
        investment  only and not with a view to or for sale in  connection  with
        any distribution thereof in any manner that would violate the Act or any
        applicable state securities laws.

3.      The Purchaser is (a) a substantial, sophisticated institutional investor
        having such knowledge and experience in financial and business  matters,
        and, in particular, in such matters related to securities similar to the
        Certificates, such that it is capable of evaluating the merits and risks
        of investment in the  Certificates,  (b) able to bear the economic risks
        of such  an  investment  and (c) an  "accredited  investor"  within  the
        meaning of Rule 501(a) promulgated pursuant to the Act.

4.      The Purchaser has been  furnished  with,  and has had an  opportunity to
        review (a) a copy of the Private  Placement  Memorandum,  dated , 200__,
        relating to the Certificates,  [(b)] a copy of the Pooling and Servicing
        Agreement  and  [(b)]  [(c)]  such  other  information   concerning  the
        Certificates,  the Mortgage  Loans and the Company as has been requested
        by the  Purchaser  from the Company or the Seller and is relevant to the
        Purchaser's decision to purchase the Certificates. The Purchaser has had
        any  questions  arising from such review  answered by the Company or the
        Seller to the  satisfaction of the Purchaser.  [If the Purchaser did not
        purchase the Certificates from the Seller in connection with the initial
        distribution  of the  Certificates  and was provided  with a copy of the
        Private Placement Memorandum (the "Memorandum") relating to the original
        sale (the  "Original  Sale") of the  Certificates  by the  Company,  the
        Purchaser  acknowledges  that such  Memorandum was provided to it by the
        Seller,  that the  Memorandum was prepared by the Company solely for use
        in connection with the Original Sale and the Company did not participate
        in or  facilitate  in any way the  purchase of the  Certificates  by the
        Purchaser  from the Seller,  and the Purchaser  agrees that it will look
        solely to the Seller and not to the Company  with respect to any damage,
        liability,  claim  or  expense  arising  out  of,  resulting  from or in
        connection  with (a) error or  omission,  or alleged  error or omission,
        contained in the  Memorandum,  or (b) any  information,  development  or
        event arising after the date of the Memorandum.]

5.      The  Purchaser  has not and  will not nor has it  authorized  or will it
        authorize any person to (a) offer, pledge, sell, dispose of or otherwise
        transfer any  Certificate,  any interest in any Certificate or any other
        similar  security to any person in any manner,  (b) solicit any offer to
        buy  or to  accept  a  pledge,  disposition  of  other  transfer  of any
        Certificate,  any  interest  in any  Certificate  or any  other  similar
        security  from any  person in any  manner,  (c)  otherwise  approach  or
        negotiate  with  respect  to  any  Certificate,   any  interest  in  any
        Certificate or any other similar security with any person in any manner,
        (d) make any general  solicitation by means of general advertising or in
        any other  manner or (e) take any other  action,  that (as to any of (a)
        through (e) above) would  constitute a distribution  of any  Certificate
        under the Act, that would render the  disposition  of any  Certificate a
        violation of Section 5 of the Act or any state  securities  law, or that
        would  require  registration  or  qualification  pursuant  thereto.  The
        Purchaser will not sell or otherwise  transfer any of the  Certificates,
        except in  compliance  with the  provisions of the Pooling and Servicing
        Agreement.

                                        H-2
<PAGE>

6.      The Purchaser

(a)     is not an  employee  benefit  or  other  plan  subject  to the  Employee
        Retirement Income Security Act of 1974, as amended ("ERISA"), or Section
        4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any
        other person  (including an investment  manager,  a named fiduciary or a
        trustee of any Plan)  acting,  directly or  indirectly,  on behalf of or
        purchasing  any  Certificate  with "plan  assets" of any Plan within the
        meaning  of the  Department  of Labor  ("DOL")  regulation  at 29 C.F.R.
        ss.2510.3-101; or

(b)     is an  insurance  company,  the  source  of  funds  to be  used by it to
        purchase  and  hold  the  Certificates  (or  interest   therein)  is  an
        "insurance   company  general   account"  (within  the  meaning  of  DOL
        Prohibited   Transaction  Class  Exemption   ("PTCE")  95-60),  and  the
        conditions  set  forth in  Sections  I and III of PTCE  95-60  have been
        satisfied.

               In addition,  the  Purchaser  hereby  certifies,  represents  and
warrants to, and covenants with, the Company,  the Trustee and the Servicer that
the Purchaser will not transfer such  Certificates  to any Plan or person unless
such  Plan or  person  meets the  requirements  set forth in either  6(a) or (b)
above.

                                                          Very truly yours,



                                               ---------------------------------
                                               Seller

                                               By:
                                                       -------------------------
                                               Name
                                                        ------------------------
                                               Title
                                                       -------------------------


                                        H-3

<PAGE>


                                    EXHIBIT I

                    FORM OF TRANSFEROR REPRESENTATION LETTER

                                     __________ , 20___


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437

JPMorgan Chase Bank
227 West Monroe Street
26th Floor
Chicago, Illinois 60606
Attn: Institutional Trust Services - GMACM 2004-J3

Attention: Residential Asset Mortgage Products, Inc.,  Series 2004-J3

        Re:    GMACM Mortgage Pass-Through Certificates,
               Series 2004-J3, [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 2004-J3,
Class ______ (the "Certificates"),  issued pursuant to the Pooling and Servicing
Agreement  (the "Pooling and Servicing  Agreement"),  dated as of June 15, 2004,
among Residential Asset Mortgage Products, Inc., as seller (the "Company"), GMAC
Mortgage  Corporation,  as Servicer,  and JPMorgan  Chase Bank,  as trustee (the
"Trustee").  The  Seller  hereby  certifies,  represents  and  warrants  to, and
covenants with, the Company and the Trustee that:

               Neither  the  Seller  nor  anyone  acting on its  behalf  has (a)
offered,  pledged,  sold, disposed of or otherwise  transferred any Certificate,
any interest in any  Certificate or any other similar  security to any person in
any  manner,  (b)  has  solicited  any  offer  to buy  or to  accept  a  pledge,
disposition  or  other  transfer  of  any  Certificate,   any  interest  in  any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar  security with any person in any manner,
(d) has made any general  solicitation by means of general advertising or in any
other manner, or (e) has taken any other action,  that (as to any of (a) through
(e)  above)  would  constitute  a  distribution  of the  Certificates  under the
Securities  Act of 1933 (the "Act"),  that would render the  disposition  of any
Certificate a violation of Section 5 of the Act or any state  securities law, or
that would require  registration or qualification  pursuant thereto.  The Seller
will not act, in any manner set forth in the foregoing  sentence with respect to
any Certificate.  The Seller has not and will not sell or otherwise transfer any
of the Certificates, except in compliance with the provisions of the Pooling and
Servicing Agreement.

                                             Very truly yours,


                                               --------------------------------
                                               Seller

                                               By:
                                                       ------------------------
                                               Name
                                                        -----------------------
                                               Title
                                                       ------------------------


                                        I-1

<PAGE>

                                    EXHIBIT J

                  [FORM OF RULE 144A INVESTMENT REPRESENTATION]

                 Description of Rule 144A Securities, including
                                    numbers:


            --------------------------------------------------------

            --------------------------------------------------------

            --------------------------------------------------------

            --------------------------------------------------------

               The  undersigned  seller,  as registered  holder (the  "Seller"),
intends to transfer the Rule 144A Securities  described above to the undersigned
buyer (the "Buyer").

     1. In connection  with such transfer and in accordance  with the agreements
pursuant  to which the Rule 144A  Securities  were  issued,  the  Seller  hereby
certifies  the  following  facts:  Neither  the Seller nor anyone  acting on its
behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule
144A  Securities,  any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or other
disposition  of  the  Rule  144A  Securities,  any  interest  in the  Rule  144A
Securities  or any other  similar  security  from,  or otherwise  approached  or
negotiated  with respect to the Rule 144A  Securities,  any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general  solicitation  by means of general  advertising or in any other
manner,  or taken any other action,  that would constitute a distribution of the
Rule 144A  Securities  under the  Securities  Act of 1933, as amended (the "1933
Act"),  or that  would  render the  disposition  of the Rule 144A  Securities  a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or  another  "qualified  institutional  buyer" as defined in Rule
144A under the 1933 Act.

     2. The Buyer warrants and  represents  to, and covenants  with, the Seller,
the Trustee and the Servicer (as defined in the Pooling and Servicing  Agreement
(the "Agreement"),  dated as of June 15, 2004 among GMAC Mortgage Corporation as
Servicer,  Residential Asset Mortgage  Products,  Inc. as depositor  pursuant to
Section 5.02 of the Agreement and JPMorgan Chase Bank, as trustee), as follows:

          (a) The Buyer  understands that the Rule 144A Securities have not been
     registered under the 1933 Act or the securities laws of any state.

          (b)  The  Buyer   considers   itself  a   substantial,   sophisticated
     institutional  investor  having such  knowledge and experience in financial
     and business  matters that it is capable of evaluating the merits and risks
     of investment in the Rule 144A Securities.


                                        J-1

<PAGE>

          (c) The Buyer has been  furnished with all  information  regarding the
     Rule 144A Securities that it has requested from the Seller,  the Trustee or
     the Servicer.

     (d)  Neither  the  Buyer  nor  anyone  acting on its  behalf  has  offered,
transferred,  pledged,  sold or otherwise  disposed of the Rule 144A Securities,
any interest in the Rule 144A  Securities or any other  similar  security to, or
solicited any offer to buy or accept a transfer,  pledge or other disposition of
the Rule 144A Securities,  any interest in the Rule 144A Securities or any other
similar security from, or otherwise approached or negotiated with respect to the
Rule 144A  Securities,  any  interest in the Rule 144A  Securities  or any other
similar  security  with,  any  person  in  any  manner,   or  made  any  general
solicitation  by means of general  advertising or in any other manner,  or taken
any  other  action,  that  would  constitute  a  distribution  of the Rule  144A
Securities  under the 1933 Act or that would render the  disposition of the Rule
144A Securities a violation of Section 5 of the 1933 Act or require registration
pursuant  thereto,  nor will it act, nor has it  authorized or will it authorize
any person to act, in such manner with respect to the Rule 144A Securities.

     (e) The Buyer is a "qualified  institutional buyer" as that term is defined
in Rule  144A  under  the  1933 Act and has  completed  either  of the  forms of
certification to that effect attached hereto as Annex 1 or Annex 2. The Buyer is
aware that the sale to it is being made in reliance  on Rule 144A.  The Buyer is
acquiring the Rule 144A  Securities for its own account or the accounts of other
qualified  institutional buyers,  understands that such Rule 144A Securities may
be resold, pledged or transferred only (i) to a person reasonably believed to be
a qualified  institutional  buyer that  purchases for its own account or for the
account  of a  qualified  institutional  buyer to whom  notice is given that the
resale,  pledge or  transfer  is being made in  reliance  on Rule 144A,  or (ii)
pursuant to another exemption from registration under the 1933 Act.

               3. The Buyer

     (a) is not an employee  benefit  plan or other plan subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of
the Internal  Revenue Code of 1986,  as amended (the "Code") (a "Plan"),  or any
other person (including an investment manager, a named fiduciary or a trustee of
any Plan)  acting,  directly  or  indirectly,  on behalf  of or  purchasing  any
Certificate  with "plan assets" of any Plan within the meaning of the Department
of Labor ("DOL") regulation at 29 C.F.R. ss. 2510.3-101; or

     (b) is an  insurance  company,  the  source  of  funds  to be used by it to
purchase the Certificates is an "insurance  company general account" (within the
meaning of DOL Prohibited  Transaction Class Exemption  ("PTCE") 95-60), and the
conditions set forth in Sections I and III of PTCE 95-60 have been satisfied.

     4. This  document  may be executed in one or more  counterparts  and by the
different  parties  hereto on  separate  counterparts,  each of  which,  when so
executed, shall be deemed to be an original; such counterparts,  together, shall
constitute one and the same document.


                                        J-2

<PAGE>


               IN  WITNESS  WHEREOF,  each  of the  parties  has  executed  this
document as of the date set forth below.



----------------------------------       -----------------------------------
Print Name of Seller                     Print Name of Buyer

By:                                      By:
        --------------------------             -----------------------------
        Name:                                  Name:
        Title:                                 Title:

Taxpayer Identification:                 Taxpayer Identification:

No:                                      No:
        --------------------------             -----------------------------

Date:                                    Date:
           -----------------------               ---------------------------


                                        J-3
<PAGE>


                              ANNEX 1 TO EXHIBIT J


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

             [For Buyers Other Than Registered Investment Companies]

               The  undersigned  hereby  certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:

1. As  indicated  below,  the  undersigned  is the  President,  Chief  Financial
Officer, Senior Vice President or other executive officer of the Buyer.

2. In  connection  with  purchases  by the  Buyer,  the  Buyer  is a  "qualified
institutional  buyer" as that term is defined in Rule 144A under the  Securities
Act of 1933  ("Rule  144A")  because (i) the Buyer  owned  and/or  invested on a
discretionary basis $ in securities (except for the excluded securities referred
to below) as of the end of the  Buyer's  most recent  fiscal  year (such  amount
being  calculated in accordance with Rule 144A) and (ii) the Buyer satisfies the
criteria in the category marked below.

--             Corporation,  etc. The Buyer is a corporation (other than a bank,
               savings   and   loan   association   or   similar   institution),
               Massachusetts   or  similar  business  trust,   partnership,   or
               charitable  organization  described  in Section  501(c)(3) of the
               Internal Revenue Code.

--             Bank.  The Buyer (a) is a national  bank or  banking  institution
               organized under the laws of any State,  territory or the District
               of Columbia,  the business of which is substantially  confined to
               banking and is  supervised  by the State or  territorial  banking
               commission or similar official or is a foreign bank or equivalent
               institution,  and  (b)  has an  audited  net  worth  of at  least
               $25,000,000  as  demonstrated  in  its  latest  annual  financial
               statements, a copy of which is attached hereto.

--             Savings   and  Loan.   The  Buyer  (a)  is  a  savings  and  loan
               association,  building and loan  association,  cooperative  bank,
               homestead association or similar institution, which is supervised
               and examined by a State or Federal  authority having  supervision
               over any  such  institutions  or is a  foreign  savings  and loan
               association or equivalent  institution and (b) has an audited net
               worth of at  least  $25,000,000  as  demonstrated  in its  latest
               annual financial statements.

--             Broker-Dealer.  The Buyer is a dealer registered  pursuant to
               Section 15 of the Securities Exchange Act of 1934.

--             Insurance  Company.  The  Buyer  is an  insurance  company  whose
               primary  and  predominant  business  activity  is the  writing of
               insurance or the  reinsuring of risks  underwritten  by insurance
               companies  and which is subject to  supervision  by the insurance
               commissioner  or a  similar  official  or  agency  of a State  or
               territory or the District of Columbia.

                                        J-4

<PAGE>

--             State  or  Local  Plan.  The  Buyer  is a  plan  established  and
               maintained by a State, its political subdivisions,  or any agency
               or  instrumentality  of the State or its political  subdivisions,
               for the benefit of its employees.

--             ERISA  Plan.  The Buyer is an  employee  benefit  plan within the
               meaning of Title I of the Employee Retirement Income Security Act
               of 1974.

--             Investment Adviser. The Buyer is an investment adviser registered
               under the Investment Advisers Act of 1940.

--             SBIC. The Buyer is a Small Business  Investment  Company licensed
               by the U.S. Small Business Administration under Section 301(c) or
               (d) of the Small Business Investment Act of 1958.

--             Business Development Company. The Buyer is a business development
               company  as  defined  in  Section  202(a)(22)  of the  Investment
               Advisers Act of 1940.

--             Trust Fund.  The Buyer is a trust fund whose trustee is a bank or
               trust company and whose  participants  are  exclusively (a) plans
               established   and   maintained   by  a   State,   its   political
               subdivisions,  or any agency or  instrumentality  of the State or
               its political subdivisions,  for the benefit of its employees, or
               (b) employee  benefit  plans within the meaning of Title I of the
               Employee  Retirement  Income  Security Act of 1974,  but is not a
               trust fund that includes as  participants  individual  retirement
               accounts or H.R. 10 plans.

3. The term  "securities"  as used herein does not  include  (i)  securities  of
issuers that are affiliated with the Buyer,  (ii) securities that are part of an
unsold  allotment  to or  subscription  by the Buyer,  if the Buyer is a dealer,
(iii) bank deposit notes and certificates of deposit,  (iv) loan participations,
(v) repurchase  agreements,  (vi)  securities  owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.

4. For purposes of determining the aggregate  amount of securities  owned and/or
invested on a discretionary  basis by the Buyer, the Buyer used the cost of such
securities to the Buyer and did not include any of the securities referred to in
the preceding  paragraph.  Further,  in determining such aggregate  amount,  the
Buyer may have included  securities owned by subsidiaries of the Buyer, but only
if such subsidiaries are consolidated with the Buyer in its financial statements
prepared in accordance with generally accepted accounting  principles and if the
investments  of such  subsidiaries  are  managed  under the  Buyer's  direction.
However,  such  securities  were not included if the Buyer is a  majority-owned,
consolidated  subsidiary  of  another  enterprise  and the Buyer is not itself a
reporting company under the Securities Exchange Act of 1934.

5. The Buyer  acknowledges  that it is familiar  with Rule 144A and  understands
that the seller to it and other parties related to the  Certificates are relying
and will  continue to rely on the  statements  made  herein  because one or more
sales to the Buyer may be in reliance on Rule 144A.


                                        J-5
<PAGE>

                            Will the Buyer be purchasing the Rule 144A
------------       -------
Yes                No       Securities only for the Buyer's own account?

6. If the answer to the  foregoing  question is "no",  the Buyer agrees that, in
connection  with any purchase of securities sold to the Buyer for the account of
a third party  (including  any separate  account) in reliance on Rule 144A,  the
Buyer will only  purchase for the account of a third party that at the time is a
"qualified  institutional  buyer"  within the meaning of Rule 144A. In addition,
the Buyer agrees that the Buyer will not purchase  securities  for a third party
unless the Buyer has  obtained a current  representation  letter from such third
party or taken other  appropriate  steps  contemplated  by Rule 144A to conclude
that  such  third  party   independently  meets  the  definition  of  "qualified
institutional buyer" set forth in Rule 144A.

7. The Buyer will notify each of the parties to which this certification is made
of any changes in the information and conclusions  herein.  Until such notice is
given,   the  Buyer's  purchase  of  Rule  144A  Securities  will  constitute  a
reaffirmation of this certification as of the date of such purchase.



                              -------------------------------------------------
                               Print Name of Buyer

                               By:
                                   -------------------------------------------
                               Name
                              Title:

                               Date:
                                    -------------------------------------------


                                        J-6
<PAGE>


                              ANNEX 2 TO EXHIBIT J


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

              [For Buyers That Are Registered Investment Companies]

               The  undersigned  hereby  certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:

1. As indicated below, the undersigned is the President, Chief Financial Officer
or  Senior  Vice  President  of the  Buyer  or,  if the  Buyer  is a  "qualified
institutional  buyer" as that term is defined in Rule 144A under the  Securities
Act of 1933  ("Rule  144A")  because  Buyer  is part of a Family  of  Investment
Companies (as defined below), is such an officer of the Adviser.

2.  In  connection   with  purchases  by  Buyer,   the  Buyer  is  a  "qualified
institutional  buyer" as  defined in SEC Rule 144A  because  (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least  $100,000,000 in securities  (other than the excluded  securities
referred to below) as of the end of the Buyer's  most recent  fiscal  year.  For
purposes  of  determining  the  amount of  securities  owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.

          --   The Buyer owned  $_____ in  securities  (other than the  excluded
               securities  referred to below) as of the end of the Buyer's  most
               recent  fiscal year (such amount being  calculated  in accordance
               with Rule 144A).

          --   The Buyer is part of a Family of Investment Companies which owned
               in the aggregate  $_____ in  securities  (other than the excluded
               securities  referred to below) as of the end of the Buyer's  most
               recent  fiscal year (such amount being  calculated  in accordance
               with Rule 144A).

3. The term "Family of  Investment  Companies"  as used herein means two or more
registered   investment  companies  (or  series  thereof)  that  have  the  same
investment  adviser or  investment  advisers that are  affiliated  (by virtue of
being majority owned  subsidiaries  of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

4. The term  "securities"  as used herein does not  include  (i)  securities  of
issuers that are affiliated  with the Buyer or are part of the Buyer's Family of
Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii)
loan  participations,  (iv)  repurchase  agreements,  (v)  securities  owned but
subject to a repurchase agreement and (vi) currency, interest rate and commodity
swaps.

5. The Buyer is familiar with Rule 144A and understands that each of the parties
to which this certification is made are relying and will continue to rely on the
statements  made  herein  because  one or more  sales  to the  Buyer  will be in
reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer's
own account.


                                        J-7

<PAGE>

6. The undersigned  will notify each of the parties to which this  certification
is made of any changes in the  information and  conclusions  herein.  Until such
notice,  the  Buyer's  purchase  of  Rule  144A  Securities  will  constitute  a
reaffirmation  of this  certification  by the undersigned as of the date of such
purchase.



                           ------------------------------------------------
                           Print Name of Buyer

                           By:
                                        -----------------------------------
                                        Name
                                                ---------------------------
                                        Title:
                                                ---------------------------

                           IF AN ADVISER:


                           ------------------------------------------------
                           Print Name of Buyer:

                           Date:
                                   ----------------------------------------

                                        J-8

<PAGE>



                                    EXHIBIT K

          FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN

                             _______________, 20___


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437

JPMorgan Chase Bank
227 West Monroe Street
26th Floor
Chicago, Illinois 60606
Attn: Institutional Trust Services - GMACM 2004-J3

Attention:  Residential Asset Mortgage Products, Inc., Series 2004-J3

          Re:  GMACM   Mortgage   Pass-Through   Certificates,   Series  2004-J3
               Assignment of Mortgage Loan


Ladies and Gentlemen:

     This  letter is  delivered  to you in  connection  with the  assignment  by
JPMorgan  Chase Bank (the  "Trustee") to  _________(the  "Lender") of __________
(the "Mortgage  Loan")  pursuant to Section 3.13(d) of the Pooling and Servicing
Agreement  (the  "Pooling and Servicing  Agreement"),  dated as of June 15, 2004
among Residential Asset Mortgage Products, Inc., as seller (the "Company"), GMAC
Mortgage  Corporation,  as Servicer,  and the Trustee. All terms used herein and
not  otherwise  defined  shall have the  meanings  set forth in the  Pooling and
Servicing  Agreement.  The Lender hereby certifies,  represents and warrants to,
and covenants with, the Servicer and the Trustee that:

(i) the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction
in which an  assignment  in lieu of  satisfaction  is required to preserve  lien
priority,  minimize or avoid mortgage  recording taxes or otherwise comply with,
or facilitate a refinancing under, the laws of such jurisdiction;

(ii) the substance of the assignment is, and is intended to be, a refinancing of
such Mortgage Loan and the form of the  transaction is solely to comply with, or
facilitate the transaction under, such local laws;

(iii) the Mortgage Loan  following the proposed  assignment  will be modified to
have a rate of  interest  at least  0.25  percent  below  or  above  the rate of
interest on such Mortgage Loan prior to such proposed assignment; and


                                        K-1

<PAGE>

(iv) such  assignment  is at the  request  of the  borrower  under  the  related
Mortgage Loan.


                                Very truly yours,



                                ------------------------------------------
                                (Lender)

                                By:
                                        ----------------------------------
                                Name
                                         ---------------------------------
                                Title
                                        ----------------------------------


                                        K-2


<PAGE>



                                    EXHIBIT L

                         SCHEDULE OF DISCOUNT FRACTIONS


    LOAN
   NUMBER     ISSUE DATE BALANCE  NET RATE    PO AMOUNT   DISCOUNT FRACTION
----------------------------------------------------------------------------
 0561382201       $718,315.68      4.6250    $85,513.77      0.119047619
 0560188302       $699,158.91      4.7500    $66,586.56      0.095238095
 0563494004       $347,581.86      4.7500    $33,103.03      0.095238095
 0564247807       $376,690.69      4.7500    $35,875.30      0.095238095
 0564657609       $341,176.43      4.7500    $32,492.99      0.095238095
 0561455601       $448,941.10      4.8750    $32,067.22      0.071428571
 0562153304       $375,558.55      4.8750    $26,825.61      0.071428571
 0562859306       $343,759.15      4.8750    $24,554.23      0.071428571
 0564649002       $349,589.08      4.8750    $24,970.65      0.071428571
 0566558607       $379,803.56      4.8750    $27,128.83      0.071428571
 0600921522       $383,894.53      4.8750    $27,421.04      0.071428571
 0600952104       $399,530.38      4.8750    $28,537.88      0.071428571
 0600989609       $444,477.55      4.8750    $31,748.40      0.071428571
 0654906523       $369,129.34      4.8750    $26,366.38      0.071428571
 0654944513       $377,110.52      4.8750    $26,936.47      0.071428571
 0654959478       $349,589.08      4.8750    $24,970.65      0.071428571
 0654960592       $399,530.38      4.8750    $28,537.88      0.071428571
 0654967343       $439,479.17      4.8750    $31,391.37      0.071428571
 0556314805       $645,333.43      5.0000    $30,730.16      0.047619048
 0561001108       $433,496.55      5.0000    $20,642.69      0.047619048
 0561917006       $534,767.67      5.0000    $25,465.13      0.047619048
 0562488304       $470,368.65      5.0000    $22,398.51      0.047619048
 0562713602       $365,793.84      5.0000    $17,418.75      0.047619048
 0563082908       $499,426.48      5.0000    $23,782.21      0.047619048
 0563088707       $463,930.92      5.0000    $22,091.95      0.047619048
 0564406908       $382,560.68      5.0000    $18,217.18      0.047619048
 0564562106       $369,575.59      5.0000    $17,598.84      0.047619048
 0564858009       $395,545.77      5.0000    $18,835.51      0.047619048
 0565089802       $474,880.67      5.0000    $22,613.37      0.047619048
 0565146602       $380,000.00      5.0000    $18,095.24      0.047619048
 0565148202       $553,600.00      5.0000    $26,361.90      0.047619048
 0565682200       $616,292.28      5.0000    $29,347.25      0.047619048
 0600955804       $458,473.52      5.0000    $21,832.07      0.047619048
 0600956273       $649,254.42      5.0000    $30,916.88      0.047619048
 0600957325       $125,855.47      5.0000     $5,993.12      0.047619048
 0600957553       $679,220.01      5.0000    $32,343.81      0.047619048
 0600957554       $707,187.90      5.0000    $33,675.61      0.047619048
 0600962576       $449,483.83      5.0000    $21,403.99      0.047619048
 0600965665       $587,974.79      5.0000    $27,998.80      0.047619048
 0600995521       $369,975.13      5.0000    $17,617.86      0.047619048
 0600999256       $609,300.31      5.0000    $29,014.30      0.047619048
 0601000146       $439,495.30      5.0000    $20,928.35      0.047619048
 0654891325       $397,500.00      5.0000    $18,928.57      0.047619048
 0654937614       $649,254.42      5.0000    $30,916.88      0.047619048
 0654950603       $434,997.59      5.0000    $20,714.17      0.047619048
 0702034177       $478,646.00      5.0000    $22,792.67      0.047619048
 0101029216       $513,260.97      5.1250    $12,220.50      0.023809524
 0101029990       $463,869.99      5.1250    $11,044.52      0.023809524
 0101030913       $481,915.11      5.1250    $11,474.17      0.023809524
 0101031337       $423,524.89      5.1250    $10,083.93      0.023809524
 0557055100       $479,592.55      5.1250    $11,418.87      0.023809524
 0557819703       $551,957.44      5.1250    $13,141.84      0.023809524
 0560040701       $399,302.09      5.1250     $9,507.19      0.023809524
 0561077405       $342,838.38      5.1250     $8,162.82      0.023809524
 0562236307       $508,853.82      5.1250    $12,115.57      0.023809524
 0562281709       $439,011.69      5.1250    $10,452.66      0.023809524
 0562474700       $557,943.97      5.1250    $13,284.38      0.023809524
 0562561308       $773,259.25      5.1250    $18,410.93      0.023809524
 0562575001       $596,557.03      5.1250    $14,203.74      0.023809524
 0562931105       $514,894.39      5.1250    $12,259.39      0.023809524
 0563172709       $516,437.31      5.1250    $12,296.13      0.023809524
 0563228907       $479,462.13      5.1250    $11,415.77      0.023809524
 0563747906       $399,551.78      5.1250     $9,513.14      0.023809524
 0564193308       $347,218.35      5.1250     $8,267.10      0.023809524
 0564540706       $423,218.23      5.1250    $10,076.62      0.023809524
 0564566701       $363,991.67      5.1250     $8,666.47      0.023809524
 0564665701       $406,634.58      5.1250     $9,681.78      0.023809524
 0564686509       $370,786.28      5.1250     $8,828.24      0.023809524
 0564691509       $374,579.79      5.1250     $8,918.57      0.023809524
 0564789402       $402,048.97      5.1250     $9,572.59      0.023809524
 0564809606       $423,025.45      5.1250    $10,072.03      0.023809524
 0564838506       $439,011.69      5.1250    $10,452.66      0.023809524
 0564927804       $447,972.45      5.1250    $10,666.01      0.023809524
 0565016904       $393,158.95      5.1250     $9,360.93      0.023809524
 0565043106       $384,568.59      5.1250     $9,156.40      0.023809524
 0565168507       $515,421.79      5.1250    $12,271.95      0.023809524
 0565366200       $419,529.37      5.1250     $9,988.79      0.023809524
 0565410701       $339,043.66      5.1250     $8,072.47      0.023809524
 0565425907       $374,779.56      5.1250     $8,923.32      0.023809524
 0565426103       $358,597.72      5.1250     $8,538.04      0.023809524
 0565431004       $445,500.23      5.1250    $10,607.15      0.023809524
 0565520905       $387,748.02      5.1250     $9,232.10      0.023809524
 0565533502       $373,580.91      5.1250     $8,894.78      0.023809524
 0565542503       $453,091.72      5.1250    $10,787.90      0.023809524
 0565550100       $601,080.86      5.1250    $14,311.45      0.023809524
 0565701901       $415,000.00      5.1250     $9,880.95      0.023809524
 0566087300       $371,543.20      5.1250     $8,846.27      0.023809524
 0566145702       $499,439.72      5.1250    $11,891.42      0.023809524
 0566168803       $539,594.68      5.1250    $12,847.49      0.023809524
 0566470704       $396,639.05      5.1250     $9,443.79      0.023809524
 0566646907       $349,607.81      5.1250     $8,324.00      0.023809524
 0600947179       $478,921.87      5.1250    $11,402.90      0.023809524
 0600947969       $417,431.72      5.1250     $9,938.85      0.023809524
 0600949412       $622,501.68      5.1250    $14,821.47      0.023809524
 0600950283       $584,344.48      5.1250    $13,912.96      0.023809524
 0600950688       $563,730.94      5.1250    $13,422.17      0.023809524
 0600950937       $423,047.65      5.1250    $10,072.56      0.023809524
 0600951163       $471,997.81      5.1250    $11,238.04      0.023809524
 0600951668       $399,001.79      5.1250     $9,500.04      0.023809524
 0600951822       $574,706.25      5.1250    $13,683.48      0.023809524
 0600953581       $347,186.34      5.1250     $8,266.34      0.023809524
 0600954020       $492,447.57      5.1250    $11,724.94      0.023809524
 0600954026       $346,917.01      5.1250     $8,259.93      0.023809524
 0600954136       $997,880.58      5.1250    $23,759.06      0.023809524
 0600954675       $599,327.67      5.1250    $14,269.71      0.023809524
 0600955191       $359,596.60      5.1250     $8,561.82      0.023809524
 0600955481       $528,407.23      5.1250    $12,581.12      0.023809524
 0600955705       $445,999.68      5.1250    $10,619.04      0.023809524
 0600958297       $395,110.53      5.1250     $9,407.39      0.023809524
 0600958369       $446,998.56      5.1250    $10,642.82      0.023809524
 0600958473       $521,415.08      5.1250    $12,414.64      0.023809524
 0600961679       $591,336.64      5.1250    $14,079.44      0.023809524
 0600961969       $474,467.74      5.1250    $11,296.85      0.023809524
 0600962646       $566,564.42      5.1250    $13,489.63      0.023809524
 0600963008       $459,484.55      5.1250    $10,940.11      0.023809524
 0600963591       $559,372.49      5.1250    $13,318.39      0.023809524
 0600965983       $446,893.30      5.1250    $10,640.32      0.023809524
 0600989602       $478,921.87      5.1250    $11,402.90      0.023809524
 0600989614       $559,372.49      5.1250    $13,318.39      0.023809524
 0654771015       $907,170.54      5.1250    $21,599.30      0.023809524
 0654840884       $433,025.18      5.1250    $10,310.12      0.023809524
 0654895287       $678,472.63      5.1250    $16,154.11      0.023809524
 0654926718       $418,927.99      5.1250     $9,974.48      0.023809524
 0654928024       $399,041.17      5.1250     $9,500.98      0.023809524
 0654936062       $442,603.61      5.1250    $10,538.18      0.023809524
 0654936361       $589,338.87      5.1250    $14,031.88      0.023809524
 0654936671       $400,099.30      5.1250     $9,526.17      0.023809524
 0654937370       $657,207.53      5.1250    $15,647.80      0.023809524
 0654938011       $468,474.46      5.1250    $11,154.15      0.023809524
 0654938276       $388,564.11      5.1250     $9,251.53      0.023809524
 0654939020       $416,532.72      5.1250     $9,917.45      0.023809524
 0654940633       $390,121.76      5.1250     $9,288.61      0.023809524
 0654941005       $542,778.11      5.1250    $12,923.29      0.023809524
 0654941394       $374,357.94      5.1250     $8,913.28      0.023809524
 0654941650       $500,872.44      5.1250    $11,925.53      0.023809524
 0654943197       $545,771.36      5.1250    $12,994.56      0.023809524
 0654943222       $449,495.75      5.1250    $10,702.28      0.023809524
 0654946271       $414,534.96      5.1250     $9,869.88      0.023809524
 0654975169       $527,608.13      5.1250    $12,562.10      0.023809524
 0702035647       $359,191.39      5.1250     $8,552.18      0.023809524
                                            $2,323,614.05



<PAGE>



                                    EXHIBIT M

                          INFORMATION TO BE INCLUDED IN
                            MONTHLY REMITTANCE REPORT

(i) (a) the amount of such distribution to the  Certificateholders of such Class
applied  to  reduce  the  Certificate  Principal  Balance  thereof,  and (b) the
aggregate amount included therein representing Principal Prepayments;

(ii) the amount of such  distribution  to Holders of such Class of  Certificates
allocable to interest;

(iii) if the  distribution  to the Holders of such Class of Certificates is less
than the full amount that would be  distributable  to such Holders if there were
sufficient funds available therefor, the amount of the shortfall;

(iv) the amount of any Advance by the Servicer pursuant to Section 4.04;

(v) the number and Pool Stated  Principal  Balance of the  Mortgage  Loans after
giving effect to the distribution of principal on such Distribution Date;

(vi) the  related  Subordinate  Principal  Distribution  Amount  and  Prepayment
Distribution Percentage, if applicable;

(vii) on the basis of the most recent  reports  furnished to it by the Servicer,
the  number  and  aggregate  principal  balances  of  Mortgage  Loans  that  are
Delinquent (A) 30-59 days, (B) 60-89 days and (C) 90 or more days and the number
and aggregate principal balance of Mortgage Loans that are in foreclosure;

(viii) on the basis of the most recent reports  furnished to it by the Servicer,
the number, aggregate principal balance of any REO Properties;

(ix) the aggregate Accrued  Certificate  Interest  remaining unpaid, if any, for
each Class of Certificates, after giving effect to the distribution made on such
Distribution Date;

(x) the Special Hazard Amount, Fraud Loss Amount and Bankruptcy Amount as of the
close of business on such  Distribution  Date and a description of any change in
the calculation of such amounts;

(xi) the Pass-Through  Rate with respect to the Class IO  Certificates,  if any,
thereof;

(xii) the occurrence of the Credit Support Depletion Date;

(xiii) the related Senior Accelerated Distribution Percentage applicable to such
distribution;

(xiv) the related Senior Percentage for such Distribution Date; and

(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-1

<PAGE>


                                    EXHIBIT N

                         FORM OF CUSTODIAN CERTIFICATION

                                  June 15, 2004


JPMorgan Chase Bank,
as Trustee
227 West Monroe Street
26th Floor
Chicago, Illinois  60606
Attn: Institutional Trust Services - GMACM 2004-J3

GMAC Mortgage Corporation.
100 Witmer Road
Horsham, Pennsylvania  19044

Attention:  Residential Asset Mortgage Products, Inc., Series 2004-J3

          Re:  Custodial  Agreement  dated as of June  15,  2004,  by and  among
               JPMorgan Chase Bank, as Trustee,  GMAC Mortgage  Corporation,  as
               Servicer, and Escrow Bank USA, as Custodian


Ladies and Gentlemen:

               In accordance with Section 2.2 of the  above-captioned  Custodial
Agreement, the undersigned,  as Custodian, hereby certifies that it has received
the  following  with respect to each  Mortgage  Loan listed in the Mortgage Loan
Schedule:

          (a) The original Mortgage Note, endorsed without recourse in blank, or
     in the name of the Trustee as trustee,  and signed by an authorized officer
     (which  endorsement  shall  contain  either  an  original  signature  or  a
     facsimile  signature of an authorized  officer of the Seller, and if in the
     form of an allonge,  the allonge  shall be stapled to the  Mortgage  Note),
     with all  intervening  endorsements  showing a complete chain of title from
     the  originator  to the Seller.  If the  Mortgage  Loan was acquired by the
     endorser in a merger, the endorsement must be by " , successor by merger to
     [name of predecessor]".  If the Mortgage Loan was acquired or originated by
     the endorser while doing business under another name, the endorsement  must
     be by " formerly known as [previous name]"; or

          (b) A lost note  affidavit  from the Seller or GMACM  stating that the
     original Mortgage Note was lost, misplaced or destroyed, and, if available,
     a copy of the original Mortgage Note; provided,  however,  that in the case
     of a Mortgage  Loan which has been  prepaid in full after the Cut-off  Date
     and prior to the Closing Date, the Seller,  in lieu of delivering the above
     documents,  may  deliver  to the  Custodian,  if  any,  or the  Trustee,  a
     certification  to such effect and shall deposit all amounts paid in respect
     of such Mortgage Loan in the Payment Account on the Closing Date.


                                        N-1

<PAGE>

               The  Custodian  further  certifies  that  it  has  reviewed  each
Mortgage  Note  and the  Mortgage  Loan  Schedule  and has  determined  that the
Mortgage  Note has been  executed  and that the  Mortgage  Notes  relate  to the
Mortgage  Loans  identified on the Mortgage Loan  Schedule,  with any exceptions
listed on Schedule A attached hereto.

               Capitalized  terms used  herein  that are not  otherwise  defined
shall  have the  meanings  assigned  thereto  in the  above-captioned  Custodial
Agreement.

                                ESCROW BANK USA,
                                  as Custodian


                                 By:
                                         ----------------------------------
                                 Name
                                 Title


                                        N-2
<PAGE>


                             SCHEDULE A TO EXHIBIT N

                      EXCEPTIONS TO CUSTODIAN CERTIFICATION



                                     [NONE]

<PAGE>


                                   EXHIBIT O-1


                         Form of Form 10-K Certification


        I, [identify the certifying individual], certify that:

        1. I have  reviewed  the annual  report on Form 10-K for the fiscal year
[____], and all reports on Form 8-K containing distribution or servicing reports
filed in respect of periods  included in the year covered by that annual report,
of the trust  (the  "Trust")  created  pursuant  to the  Pooling  and  Servicing
Agreement  dated June 15, 2004 (the "P&S  Agreement")  among  Residential  Asset
Mortgage  Products,  Inc.  (the  "Company"),   GMAC  Mortgage  Corporation  (the
"Servicer") and JPMorgan Chase Bank (the "Trustee");

        2. Based on my knowledge,  the information in these reports,  taken as a
whole, does not contain any untrue statement of a material fact or omit to state
a  material  fact  necessary  to make  the  statements  made,  in  light  of the
circumstances  under which such  statements  were made, not misleading as of the
last day of the period covered by that annual report;

        3. Based on my  knowledge,  the  servicing  information  required  to be
provided to the Trustee by the Servicer  under the P&S  Agreement is included in
these reports;

        4. I am  responsible  for  reviewing  the  activities  performed  by the
Servicer  under the P&S  Agreement  and based upon my  knowledge  and the review
required under the P&S Agreement,  and,  except as disclosed in the report,  the
Servicer has fulfilled its obligations under the P&S Agreement; and

        5. The reports  disclose all  significant  deficiencies  relating to the
Servicer's compliance with the minimum servicing standards based upon the report
provided by an  independent  public  accountant  , after  conducting a review in
compliance with the Uniform Single Attestation  Program for Mortgage Bankers, or
similar procedure, as set forth in the P&S Agreement,  that is included in these
reports.

        [In  giving  the  certifications  above,  I have  reasonably  relied  on
information  provided to me by the  following  unaffiliated  parties:  [JPMorgan
Chase Bank], [ ].

Date:_______________________





____________________________*
Name:
Title:

*    to be signed by the senior officer in charge of the servicing  functions of
     the Master Servicer

                                        O-1-1
<PAGE>


                                   EXHIBIT O-2


            [FORM OF BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE]


        The  undersigned,  a  Responsible  Officer of  JPMorgan  Chase Bank (the
"Trustee") certifies that:

        (a) The Trustee has performed all of the duties specifically required to
be  performed  by it pursuant  to the  provisions  of the Pooling and  Servicing
Agreement dated as of June 15, 2004 (the  "Agreement") by and among  Residential
Asset  Mortgage  Products,  Inc., as depositor,  GMAC Mortgage  Corporation,  as
servicer, and the Trustee in accordance with the standards set forth therein.

        (b) Based on my  knowledge,  the  information  that is  provided  by the
Trustee pursuant to Section 3.17 of the Agreement is accurate as of the last day
of the 20[ ] calendar year.

        Capitalized  terms used and not defined  herein  shall have the meanings
given such terms in the Agreement.

          IN  WITNESS  WHEREOF,  I have duly  executed  this  certificate  as of
     _________, 20__.






                                            Name:____________________
                                            Title:





                                        0-2-1

<PAGE>

</TEXT>
</DOCUMENT>
