GMACM Mortgage Pass-Through Certificates, Series 2004-J2
EX 10.1  POOLING AND SERVICING AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>j2psafinal.txt
<DESCRIPTION>EX 10.1  POOLING AND SERVICING AGREEMENT
<TEXT>
                                 EXECUTION COPY



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                   RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
                                    Company,

                           GMAC MORTGAGE CORPORATION,
                                    Servicer

                                       and

                              JPMORGAN CHASE BANK,
                                     Trustee

                         POOLING AND SERVICING AGREEMENT

                            Dated as of May 17, 2004

                        GMACM Mortgage Loan Trust 2004-J2
                    Residential Asset Mortgage Products, Inc.
            GMACM Mortgage Pass-Through Certificates, Series 2004-J2


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<PAGE>


<TABLE>
<CAPTION>

                                 TABLE OF CONTENTS

                                                                                          PAGE


<S>                                                                                        <C>
ARTICLE I         DEFINITIONS...............................................................6

        Section 1.01.     Definitions.......................................................6
        Section 1.02.     Use of Words and Phrases.........................................44

ARTICLE II        CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES..........44

        Section 2.01.     Conveyance of Mortgage Loans.....................................44
        Section 2.02.     Acceptance by Trustee............................................48
        Section 2.03.     Representations, Warranties and Covenants of the Servicer........49
        Section 2.04.     Representations and Warranties of the Seller.....................50
        Section 2.05.     Execution and Authentication of Certificates.....................51
        Section 2.06.     Purposes and Powers of the Trust Fund............................52

ARTICLE III       ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...........................52

        Section 3.01.     Servicer to Act as Servicer......................................52
        Section 3.02.     Subservicing Agreements Between Servicer and Subservicers;
                          Enforcement of
                          Subservicers' and Seller's Obligations...........................54
        Section 3.03.     Successor Subservicers...........................................54
        Section 3.04.     Liability of the Servicer........................................54
        Section 3.05.     No Contractual Relationship Between Subservicer and Trustee or
                          Certificateholders...............................................54
        Section 3.06.     Assumption or Termination of Subservicing Agreements by Trustee..55
        Section 3.07.     Collection of Certain Mortgage Loan Payments; Deposits to Custodial
                          Account .........................................................55
        Section 3.08.     Subservicing Accounts; Servicing Accounts........................57
        Section 3.09.     Access to Certain Documentation and Information Regarding the
                          Mortgage Loans ..................................................58
        Section 3.10.     Permitted Withdrawals from the Custodial Account.................59
        Section 3.11.     Maintenance of the Primary Insurance Policies; Collections
                          Thereunder ......................................................60

                                        i

<PAGE>

        Section 3.12.     Maintenance of Fire Insurance and Omissions and Fidelity Coverage61
        Section 3.13.     Enforcement of Due-on-Sale Clauses; Assumption and Modification
                          Agreements;
                          Certain Assignments..............................................63
        Section 3.14.     Realization Upon Defaulted Mortgage Loans........................64
        Section 3.15.     Trustee to Cooperate; Release of Mortgage Notes..................67
        Section 3.16.     Servicing and Other Compensation; Compensating Interest..........69
        Section 3.17.     Periodic Filings with the Securities and Exchange Commission;
                          Additional Information...........................................69
        Section 3.18.     Annual Statement as to Compliance................................70
        Section 3.19.     Annual Independent Public Accountants' Servicing Report..........71
        Section 3.20.     Rights of the Company in Respect of the Servicer.................71
        Section 3.21.     Administration of Buydown Funds..................................71
        Section 3.22.     Advance Facility.................................................72

ARTICLE IV        PAYMENTS TO CERTIFICATEHOLDERS...........................................73

        Section 4.01.     Payment Account..................................................73
        Section 4.02.     Distributions....................................................74
        Section 4.03.     Statements to Certificateholders.................................85
        Section 4.04.     Distribution of Reports to the Trustee and the Company;
                          Advances by the Servicer.........................................85
        Section 4.05.     Allocation of Realized Losses....................................87
        Section 4.06.     Reports of Foreclosures and Abandonment of Mortgaged Property....88
        Section 4.07.     Optional Purchase of Defaulted Mortgage Loans....................88
        Section 4.08.     Determination of LIBOR...........................................89

ARTICLE V         THE CERTIFICATES.........................................................89

        Section 5.01.     The Certificates.................................................89
        Section 5.02.     Registration of Transfer and Exchange of Certificates............91
        Section 5.03.     Mutilated, Destroyed, Lost or Stolen Certificates................96

                                        ii

<PAGE>

        Section 5.04.     Persons Deemed Owners............................................97
        Section 5.05.     Appointment of Paying Agent......................................97
        Section 5.06.     Optional Purchase of Certificates................................97

ARTICLE VI        THE COMPANY AND THE SERVICER.............................................99

        Section 6.01.     Respective Liabilities of the Company and the Servicer...........99
        Section 6.02.     Merger or Consolidation of the Company or the Servicer; Assignment
                          of Rights and Delegation of Duties by Servicer...................99
        Section 6.03.     Limitation on Liability of the Company, the Servicer and Others.100
        Section 6.04.     Company and Servicer Not to Resign..............................101

ARTICLE VII       DEFAULT.................................................................101

        Section 7.01.     Events of Default...............................................101
        Section 7.02.     Trustee to Act; Appointment of Successor........................103
        Section 7.03.     Notification to Certificateholders..............................105
        Section 7.04.     Waiver of Events of Default.....................................105

ARTICLE VIII      CONCERNING THE TRUSTEE..................................................105

        Section 8.01.     Duties of Trustee...............................................105
        Section 8.02.     Certain Matters Affecting the Trustee...........................107
        Section 8.03.     Trustee Not Liable for Certificates or Mortgage Loans...........108
        Section 8.04.     Trustee May Own Certificates....................................109
        Section 8.05.     Servicer to Pay Trustee's Fees and Expenses; Indemnification....109
        Section 8.06.     Eligibility Requirements for Trustee............................110
        Section 8.07.     Resignation and Removal of the Trustee..........................110
        Section 8.08.     Successor Trustee...............................................111
        Section 8.09.     Merger or Consolidation of Trustee..............................111
        Section 8.10.     Appointment of Co-Trustee or Separate Trustee...................112
        Section 8.11.     Appointment of Custodians.......................................113
        Section 8.12.     Appointment of Office or Agency.................................113
        Section 8.13.     Representations and Warranties of the Trustee...................113

                                        iii
<PAGE>

ARTICLE IX        TERMINATION.............................................................114

        Section 9.01.     Termination Upon Purchase by the Servicer or Liquidation of
                          All Mortgage Loans .............................................114
        Section 9.02.     Additional Termination Requirements.............................117

ARTICLE X         REMIC PROVISIONS........................................................117

        Section 10.01.    REMIC Administration............................................117
        Section 10.02.    Servicer, REMIC Administrator and Trustee Indemnification.......121
        Section 10.03.    Designation of REMIC(s).........................................121
        Section 10.04.    Distributions on Uncertificated REMIC I Regular Interests and REMIC II
                          Regular Interests...............................................122
        Section 10.05.    Compliance with Withholding Requirements........................122

ARTICLE XI        CERTAIN MATTERS REGARDING MBIA..........................................123

        Section 11.01.    Rights of MBIA to Exercise Rights of Insured Certificateholders.123
        Section 11.02.    Claims Upon the MBIA Policy; MBIA Policy Payments Account.......123
        Section 11.03.    Effect of Payments by MBIA; Subrogation.........................124
        Section 11.04.    Notices and Information to MBIA; MBIA as Third Party Beneficiary;
                          Ratings ........................................................125
        Section 11.05.    Trustee to Hold MBIA Policy.....................................125
        Section 11.06.    Payment of Insurance Premium....................................125

ARTICLE XII       MISCELLANEOUS PROVISIONS................................................126

        Section 12.01.    Amendment.......................................................126
        Section 12.02.    Recordation of Agreement; Counterparts..........................128
        Section 12.03.    Limitation on Rights of Certificateholders......................128
        Section 12.04.    Governing Law...................................................129
        Section 12.05.    Notices.........................................................129
        Section 12.06.    Required Notices to Rating Agency, MBIA and Subservicer.........130

                                        iv

<PAGE>

        Section 12.07.    Severability of Provisions......................................131
        Section 12.08.    Supplemental Provisions for Resecuritization....................131
        Section 12.09.    Allocation of Voting Rights.....................................131
        Section 12.10.    Non-Petition....................................................132


                                        v
</TABLE>

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                                TABLE OF CONTENTS
                                   (CONTINUED)


                                            EXHIBITS

Exhibit A-1:     Form of Class A Certificate
Exhibit A-2:     Form of Class IO Certificate
Exhibit A-3:     Form of Class PO Certificate
Exhibit B:       Form of Class M Certificate
Exhibit C:       Form of Class B Certificate
Exhibit D:       Form of Class R Certificate
Exhibit E:       Mortgage Loan Schedule
Exhibit F:       Form of Request for Release
Exhibit G-1:     Form of Transfer Affidavit and Agreement
Exhibit G-2:     Form of Transferor Certificate
Exhibit H:       Form of Investor Representation Letter
Exhibit I:       Form of Transferor Representation Letter
Exhibit J:       Form of Rule 144A Investment Representation Letter
Exhibit K:       Form of Lender Certification for Assignment of Mortgage Loan
Exhibit L:       Schedule of Discount Fractions
Exhibit M:       Information to be Included in Monthly Distribution Date
                 Statement
Exhibit N:       Form of Custodian Certification
Exhibit O        MBIA Policy
Exhibit P-1      Form of Form 10-K Certification
Exhibit P-2      Form of Back-Up Certification to Form 10-K Certificate

                                        vi

<PAGE>



        This is the Pooling and  Servicing  Agreement,  dated as of May 17, 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.


                                       1
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<TABLE>
<CAPTION>

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

<S>         <C>        <C>            <C>                      <C> <C>                    <C>
    Class A-1          5.25%          $201,800,000.00     June 25, 2034           Class A-1
    Class A-2          8.00%           $20,180,000.00     June 25, 2034           Class A-2,
                                                                                  Class A-3
    Class A-4          5.50%           $30,000,000.00     June 25, 2034           Class A-4
    Class A-5      Variable Rate(2)    $30,937,500.00     June 25, 2034           Class A-5
    Class A-6      Variable Rate(3)    $14,062,500.00     June 25, 2034           Class A-6
    Class A-7          5.75%           $27,248,590.00     June 25, 2034           Class A-7
    Class A-8          5.75%           $17,566,000.00     June 25, 2034           Class A-8(4)
    Class A-9          0.00%            $2,356,410.00     June 25, 2034           Class A-9
   Class A-10          5.50%           $36,865,000.00     June 25, 2034           Class A-10
   Class A-11          5.50%            $2,000,000.00     June 25, 2034           Class A-11
   Class A-12          5.50%            $1,135,000.00     June 25, 2034           Class A-12
   Class R-II          5.50%                   $50.00     June 25, 2034           Class R-II
Regular Interest
    Class M-1          5.50%            $5,808,700.00     June 25, 2034           Class M-1
    Class M-2          5.50%            $2,403,600.00     June 25, 2034           Class M-2
    Class M-3          5.50%            $1,402,100.00     June 25, 2034           Class M-3
    Class B-1          5.50%              $801,200.00     June 25, 2034           Class B-1
    Class B-2          5.50%              $600,900.00     June 25, 2034           Class B-2
    Class B-3          5.50%              $601,150.41     June 25, 2034           Class B-3
    Class IO            (5)                     $0.00     June 25, 2034           Class IO
    Class PO           0.00%            $4,831,931.85     June 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 the Class A-5 REMIC I Regular Interest and any Distribution
     Date (other than the first  Distribution  Date), the Pass Through Rate will
     equal a per annum  rate equal to the lesser of LIBOR plus a margin of 0.35%
     and 8.00%.  Notwithstanding  the  foregoing,  the Pass Through Rate for the
     Class A-5 REMIC I Regular  Interest  will not be less than 0.35% per annum.
     The initial Pass  Through  Rate for the Class A-5 REMIC I Regular  Interest
     shall be equal to 1.45% per annum.

3    With respect to the Class A-6 REMIC I Regular Interest and any Distribution
     Date (other than the first  Distribution  Date), the Pass Through Rate will
     equal a per annum rate equal to the greater of (x) 16.83% minus the product
     of LIBOR and 2.20 and (y) 0.00%.  Notwithstanding  the foregoing,  the Pass
     Through Rate for the Class A-6 REMIC I Regular Interest will not be greater
     than 16.83% per annum.  The  initial  Pass  Through  Rate for the Class A-6
     REMIC I Regular Interest shall be equal to 14.41% per annum.

4    In  addition,  the  Insurance  Premium  related to the MBIA  Policy is also
     related to the Class A-8 REMIC I Regular Interest.

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


                                       2
<PAGE>

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

                                       3
<PAGE>

<TABLE>
<CAPTION>

                           Aggregate
                            Initial
              Pass-       Certificate
             Through       Prinicpal                                                             Fitch         Minimum
Designation    Rate         Balance                 Features (1)                Maturity Date    Moody's     Denominations(2)
___________  ________     ____________              ____________                _____________    _______     ________________

<S>     <C>     <C>     <C>                                                          <C> <C>                    <C>
Class A-1       5.25%   $201,800,000.00         Senior/Super Senior/Fixed       June 25, 2034    AAA/Aaa        $25,000.00
                                                        Rate
Class A-2     Variable   $20,180,000.00         Senior/Floater/Variable         June 25, 2034    AAA/Aaa        $25,000.00
              Rate(3)                                     Rate
                  -
Class A-3     Variable            $0.00(5)      Senior/Inverse                  June 25, 2034    AAA/Aaa              (6)
              Rate(4)                           Floater/Interest
                                                Only/Variable Rate
Class A-4       5.50%    $30,000,000.00         Senior/Super Senior/Fixed       June 25, 2034    AAA/Aaa        $25,000.00
                                                        Rate
Class A-5     Variable   $30,937.500.00         Senior/Floater/Variable         June 25, 2034    AAA/Aaa        $25,000.00
              Rate(7)                                     Rate
Class A-6     Variable   $14,062,500.00         Senior/Inverse                   June 25, 2034    AAA/Aaa        $25,000.00
              Rate(8)                             Floater/Variable Rate
Class A-7       5.75%    $27,248,590.00         Senior/Fixed Rate               June 25, 2034    AAA/Aaa        $25,000.00
Class A-8       5.75%    $17,566,000.00         Senior/Retail/Insured/Fixed     June 25, 2034    AAA/Aaa         $1,000.00
                                                        Rate
Class A-9       0.00%     $2,356,410.00         Senior/Principal Only           June 25, 2034    AAA/Aaa        $25,000.00
Class A-10      5.50%    $36,865,000.00         Senior/Super                    June 25, 2034    AAA/Aaa        $25,000.00
                                                Senior/Lockout/Fixed Rate


___________________

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 A-2 Certificates and any Distribution Date (other
     than the first  Distribution  Date), the Pass Through Rate will equal a per
     annum  rate  equal to the lesser of LIBOR plus a margin of 0.50% and 8.00%.
     Notwithstanding  the  foregoing,  the Pass  Through  Rate for the Class A-2
     Certificates  will not be less  than  0.50% per  annum.  The  initial  Pass
     Through  Rate for the  Class A-2  Certificates  shall be equal to 1.60% per
     annum.

4    With respect to the Class A-3 Certificates and any Distribution Date (other
     than the first  Distribution  Date), the Pass Through Rate will equal a per
     annum  rate  equal  to  the   greater  of  7.50%  minus  LIBOR  and  0.00%.
     Notwithstanding  the  foregoing,  the Pass  Through  Rate for the Class A-3
     Certificates  will not be greater  than 7.50% per annum.  The initial  Pass
     Through  Rate for the  Class A-3  Certificates  shall be equal to 6.40% per
     annum

5    The initial Notional Amount for the Class A-3  Certificates  shall be equal
     to  $20,180,000,  and  thereafter  the  Notional  Amount  of the  Class A-3
     Certificates  shall be equal to the  Certificate  Principal  Balance of the
     Class A-2 Certificates.

6    The Class A-3  Certificates  shall be issuable in minimum  denominations of
     not less than $1,000,000 Notional Amount.

7    With respect to the Class A-5 Certificates and any Distribution Date (other
     than the first  Distribution  Date), the Pass Through Rate will equal a per
     annum  rate  equal to the lesser of LIBOR plus a margin of 0.35% and 8.00%.
     Notwithstanding  the  foregoing,  the Pass  Through  Rate for the Class A-5
     Certificates  will not be less  than  0.35% per  annum.  The  initial  Pass
     Through  Rate for the  Class A-5  Certificates  shall be equal to 1.45% per
     annum.

8    With respect to the Class A-6 Certificates and any Distribution Date (other
     than the first  Distribution  Date), the Pass Through Rate will equal a per
     annum rate equal to the  greater of (x) 16.83%  minus the  product of LIBOR
     and 2.20 and (y) 0.00%.  Notwithstanding  the  foregoing,  the Pass Through
     Rate for the Class A-6  Certificates  will not be greater  than  16.83% per
     annum. The initial Pass Through Rate for the Class A-6  Certificates  shall
     be equal to 14.41% per annum.



                                       4

<PAGE>
                           Aggregate
                            Initial
              Pass-       Certificate
             Through       Prinicpal                                                             Fitch         Minimum
Designation    Rate         Balance                 Features (1)                Maturity Date    Moody's     Denominations(2)
___________  ________     ____________              ____________                _____________    _______     ________________

Class A-11      5.50%     $2,000,000.00         Senior/Senior                   June 25, 2034    AAA/Aa1        $25,000.00
                                                Support/Lockout/Fixed Rate
Class A-12      5.50%     $1,135,000.00         Senior/Senior                   June 25, 2034    AAA/Aa1        $25,000.00
                                                Support/Lockout/ Fixed
                                                Rate
Class PO        0.00%     $4,831,931.85         Senior/Principal Only           June 25, 2034    AAA/Aaa        $25,000.00
Class IO      Variable            $0.00(10)       Senior/Interest               June 25, 2034    AAA/Aaa             (11)
              Rate(9)                             Only/Variable Rate
Class R-I       5.50%            $50.00         Senior/Residual/Fixed Rate      June 25, 2034    AAA/Aaa             (12)
Class R-II      5.50%            $50.00         Senior/Residual/Fixed Rate      June 25, 2034    AAA/Aaa
Class M-1       5.50%     $5,808,700.00         Mezzanine/Fixed Rate            June 25, 2034     AA/NA        $100,000.00
Class M-2       5.50%     $2,403,600.00         Mezzanine/Fixed Rate            June 25, 2034      A/NA        $100,000.00
Class M-3       5.50%     $1,402,100.00         Mezzanine/Fixed Rate            June 25, 2034     BBB/NA       $100,000.00
Class B-1       5.50%       $801,200.00         Subordinate/Fixed Rate          June 25, 2034     BB/NA        $100,000.00
Class B-2       5.50%       $600,900.00         Subordinate/Fixed Rate          June 25, 2034      B/NA        $100,000.00
Class B-3       5.50%       $601,150.41         Subordinate/Fixed Rate          June 25, 2034     NA/NA        $100,000.00
</TABLE>

_________________________

9    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 0.11923%.

10   The initial Notional Amount for the Class IO Certificates shall be equal to
     $251,270,517.01.

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

12   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.



                                       5
<PAGE>


        The Mortgage Loans have an aggregate principal balance as of the Cut-off
Date of $400,600,682.26.

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

ARTICLE I

                                   DEFINITIONS

Section 1.01...Definitions.

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

        Accrued  Certificate  Interest:  With respect to each Distribution Date,
(a) as to any Class of  Certificates  (other  than any  Class A-9  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,

(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


                                       6
<PAGE>

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.

        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


                                       7
<PAGE>

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
                      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

                                       8
<PAGE>

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

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

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

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

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

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

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

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

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

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

        Cash  Liquidation:  As to  any  defaulted  Mortgage  Loan  other  than a
Mortgage Loan as to which an REO Acquisition  occurred,  a determination  by the
Servicer that it has received all Insurance Proceeds,  Liquidation  Proceeds and


                                       9
<PAGE>

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, minus

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

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

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

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


                                       10
<PAGE>

thereof,  except as otherwise  specified  herein;  provided,  however,  that the
Trustee shall be required to recognize as a "Holder" or "Certificateholder" only
the  Person  in  whose  name a  Certificate  is  registered  in the  Certificate
Register.

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

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

        Class A-1 Optimal  Percentage:  As to any Distribution Date on and after
the Credit Support  Depletion  Date, a percentage  expressed as a fraction,  the
numerator of which is the aggregate  Certificate  Principal Balance of the Class
A-1 Certificates immediately prior to that Distribution Date and the denominator
of  which  is  the  Certificate  Principal  Balance  of  each  class  of  Senior
Certificates  (other than the Class A-9 and Class PO  Certificates)  immediately
prior to that Distribution Date.

        Class A-1 Optimal Principal  Distribution Amount: As to any Distribution
Date on and after the Credit  Support  Depletion  Date,  an amount  equal to the
product of (a) the then-applicable  Class A-1 Optimal Percentage and (b) the sum
of the amounts set forth in Section 4.02(a)(ii)(Y)(A), (B), (C), (D) and (E).

        Class A-4 Optimal  Percentage:  As to any Distribution Date on and after
the Credit Support  Depletion  Date, a percentage  expressed as a fraction,  the
numerator of which is the aggregate  Certificate  Principal Balance of the Class
A-4 Certificates immediately prior to that Distribution Date and the denominator
of  which  is  the  Certificate  Principal  Balance  of  each  class  of  Senior
Certificates  (other than the Class A-9 and Class PO  Certificates)  immediately
prior to that Distribution Date.

        Class A-4 Optimal Principal  Distribution Amount: As to any Distribution
Date on and after the Credit  Support  Depletion  Date,  an amount  equal to the
product of (a) the then-applicable  Class A-4 Optimal Percentage and (b) the sum
of the amounts set forth in Section 4.02(a)(ii)(Y)(A), (B), (C), (D) and (E).

        Class A-10 Optimal Percentage:  As to any Distribution Date on and after
the Credit Support  Depletion  Date, a percentage  expressed as a fraction,  the
numerator of which is the aggregate  Certificate  Principal Balance of the Class
A-10   Certificates   immediately  prior  to  that  Distribution  Date  and  the
denominator  of which is the  Certificate  Principal  Balance  of each  class of
Senior  Certificates  (other  than the  Class  A-9 and  Class  PO  Certificates)
immediately prior to that Distribution Date.

        Class A-10 Optimal Principal Distribution Amount: As to any Distribution
Date on and after the Credit  Support  Depletion  Date,  an amount  equal to the
product of (a) the then-applicable Class A-10 Optimal Percentage and (b) the sum
of the amounts set forth in Section 4.02(a)(ii)(Y)(A), (B), (C), (D) and (E).

                                       11
<PAGE>

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

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

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

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

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

     Class PO Principal Distribution Amount: As defined in Section 4.02(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:  May 17, 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.

                                       12
<PAGE>

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

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

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

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

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

        Corporate Trust Office:  The principal office of the Trustee at which at
any particular  time its corporate trust business with respect to this Agreement
shall  be  administered,  which  office  at the  date of the  execution  of this
instrument is located at 227 West Monroe Street, 26th Floor,  Chicago,  Illinois
60606, Attention: Institutional Trust Services, GMACM 2004-J2.

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

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

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

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

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

        Custodian:  A custodian appointed pursuant to a Custodial Agreement.

                                       13
<PAGE>

        Cut-off Date:  May 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.

        Deficiency  Amount:  With  respect to the Insured  Certificates  and any
Distribution  Date,  an  amount  equal  to (a) any  interest  shortfall,  except
Prepayment  Interest  Shortfalls  and Relief Act  Shortfalls,  allocated  to the
Insured  Certificates,  (b) the principal portion of any Realized Loss allocated
to the Insured  Certificates  and (c) the Certificate  Principal  Balance of the
Insured  Certificates to the extent unpaid on the Scheduled  Final  Distribution
Date, after taking into account all distributions to be made on such date.

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

     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.

                                       14
<PAGE>

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

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

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

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

        Discount Net Mortgage Rate:  5.50% per annum.

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

        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.

                                       15
<PAGE>

        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  (without  giving effect to the MBIA Policy in the case of
the  Insured  Certificates)  below the lower of the  then-current  rating or the
rating  assigned  to such  Certificates  as of the  Closing  Date by such Rating
Agency).

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


                                       16
<PAGE>

Certificate   Principal  Balance  of  such  class  or  classes  of  Certificates
immediately  prior to such  Distribution  Date  over  the  aggregate  amount  of
Realized  Losses  to be  allocated  to  such  classes  of  Certificates  on such
Distribution  Date as  reduced  by any  amount  calculated  pursuant  to Section
4.02(b)(i)(E) hereof.

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

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

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

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

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

                      2. by military, naval or air forces; or

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

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

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

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

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

        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.

                                       17
<PAGE>

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

        Fitch:  Fitch Ratings or its successor in interest.

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

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

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

        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.

                                       18
<PAGE>

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

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

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

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

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

        Initial  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: 1.45% Class B-1: 0.20%
                        Class M-2: 0.60% Class B-2: 0.15%
                        Class M-3: 0.35% Class B-3: 0.15%

        Insurance Premium:  With respect to the MBIA Policy and any Distribution
Date,  an amount  equal to the  product of  one-twelfth  (1/12) of the  "premium
percentage"  set  forth in the  Commitment  Letter,  dated  as of May 14,  2004,
between MBIA and UBS  Securities  LLC and the  aggregate  Certificate  Principal
Balance of the Insured Certificates immediately prior to such Distribution Date.

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

        Insured Certificateholder:  A Holder of an Insured Certificate.

                                       19
<PAGE>

        Insured Certificates:  The Class A-8 Certificates.

     Insured Payment: (1) As of any Distribution Date, any Deficiency Amount and
(2) any Preference Amount.

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

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

        Interest Only Certificates:  Any one of the Certificates designated as a
Class A-3 Certificate or a Class IO Certificate.  The Interest Only Certificates
will have no Certificate Principal Balance.

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

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

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

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

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

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

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

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

                                       20
<PAGE>

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

        Lockout  Certificate  Share: With respect to any Distribution  Date, the
sum of the  Certificate  Principal  Balances of the Class  A-10,  Class A-11 and
Class A-12 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.

        Lockout Certificates:  Any one of the Certificates designated as a Class
A-10, Class A-11 or Class A-12 Certificate.

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

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

        Lockout Scheduled Percentage:  For any Distribution Date occurring prior
to June  2009,  0%,  and  beginning  on the  Distribution  Date in June 2009 and
thereafter, 100%.

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

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

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

        MBIA:  MBIA Insurance Corporation and its successors and assigns.

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

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

                                       21
<PAGE>

        MBIA Policy:  The Certificate  Guaranty Insurance Policy 44033 issued by
MBIA for the benefit of the Holders of the Insured  Certificates,  including any
endorsements thereto, attached as Exhibit O.

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

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

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

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

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

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

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

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

        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


                                       22
<PAGE>

               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 May 17, 2004, for GMACM Mortgage
               Pass-Through Certificates, Series 2004-J2" c/o the Servicer at an
               address  specified by the  Servicer,  and signed by an authorized
               officer,   which  assignment  shall  be  in  form  and  substance
               acceptable  for  recording.  If the Mortgage Loan was acquired by
               the assignor in a merger, the assignment must be by " , successor
               by merger to [name of  predecessor]".  If the  Mortgage  Loan was
               acquired or originated by the assignor while doing business under
               another name, the assignment must be by "_________ formerly known
               as [previous name]";

(vi)           Originals  of all  intervening  assignments  of  mortgage,  which
               together with the Mortgage  shows a complete  chain of title from
               the  originator  to 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


                                       23
<PAGE>

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

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

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

and (II) with respect to each Cooperative Loan:

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

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

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

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

(v)            The Security Agreement;

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

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

(viii)         An executed  assignment of the interest of the  originator in the
               Security  Agreement,  Assignment  of  Proprietary  Lease  and the


                                       24
<PAGE>

               recognition agreement referenced in clause (iv) above, showing an
               unbroken chain of title from the originator to the Trustee;

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

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

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

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

(a)            loan number;

(b)            state code;

(c)            zip code;

(d)            the Loan-to-Value Ratio;

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

(f)            the first Due Date;

(g)            the type of Mortgaged Property;

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

(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

                                       25
<PAGE>

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

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

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

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

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

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

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

        Mortgagor:  The obligor on a Mortgage Note.

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

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

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

        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


                                       26
<PAGE>

Nonrecoverable Advance, shall be evidenced by an Officer's Certificate delivered
to the Company, the Trustee and MBIA promptly following such determination.

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

        Notional Amount: With respect to any date of determination and the Class
A-3  Certificates,  an amount equal to the Certificate  Principal Balance of the
Class A-2 Certificates  immediately prior to such date. With respect to any date
of determination and the Class IO Certificates, an amount equal to the aggregate
Stated Principal Balance of the Non-Discount Mortgage Loans immediately prior to
such date.

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

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

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

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

        Pass-Through  Rate:  With respect to the Class A  Certificates,  Class M
Certificates, Class B Certificates and Class R Certificates and any Distribution
Date, the per annum rates set forth in the Preliminary  Statement  hereto.  With
respect to the Class IO Certificates and any Distribution  Date, a rate equal to
the weighted average,  expressed as a percentage, of the Pool Strip Rates of all
Non-Discount  Mortgage  Loans  as of the Due  Date in the  related  Due  Period,
weighted  on the  basis of the  respective  Stated  Principal  Balances  of such
Mortgage Loans as of the day immediately  preceding such  Distribution Date (or,
with respect to the initial  Distribution  Date, at the close of business on the
Cut-off  Date).  With  respect  to the  Class IO  Certificates  and the  initial
Distribution  Date the  Pass-Through  Rate is equal to 0.11923%  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.

                                       27
<PAGE>

        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-J2" and which must be an Eligible Account.

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

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

        Permitted Investments:  One or more of the following:

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

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

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

                                       28
<PAGE>

               (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
        (without  giving  effect to the MBIA  Policy in the case of the  Insured
        Certificates)  below the lower of the then-current  rating or the rating
        assigned  to such  Certificates  as of the  Closing  Date by such Rating
        Agency, as evidenced in writing;

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

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

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

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

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

        Preference Amount:  As defined in the MBIA Policy.

                                       29
<PAGE>

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

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

               (i) For any Distribution  Date prior to the Distribution  Date in
        June 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
        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,


                                       30
<PAGE>

        expressed  as an  aggregate  percentage,  shall be  allocated  among the
        Non-Maturing  Classes in  proportion  to their  respective  Recalculated
        Percentages (the portion of such aggregate reduction so allocated to any
        Non-Maturing Class, the "Adjustment  Percentage");  and (d) for purposes
        of such  Distribution  Date, the Prepayment  Distribution  Percentage of
        each Non-Maturing  Class shall be equal to the sum of (1) the Prepayment
        Distribution  Percentage  thereof,  calculated  in  accordance  with the
        provisions  in  paragraph  (ii)  above as if the  Certificate  Principal
        Balance of each  Maturing  Class had not been reduced to zero,  plus (2)
        the related Adjustment Percentage.

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

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

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

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

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

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

                                       31
<PAGE>

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

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

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

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

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

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

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

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

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

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


                                       32
<PAGE>

Discount  Fraction  of the Deleted  Mortgage  Loan and (y) in the event that the
"Pool  Strip  Rate" of any  Qualified  Substitute  Mortgage  Loan as  calculated
pursuant to the  definition  of "Pool Strip Rate" is greater than the Pool Strip
Rate of the related Deleted Mortgage Loan,

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

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

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

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

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

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

        (c)    which has  become  the  subject  of a  Deficient  Valuation,  the
               difference  between the  principal  balance of the Mortgage  Loan


                                       33
<PAGE>

               outstanding immediately prior to such Deficient Valuation and the
               principal  balance  of  the  Mortgage  Loan  as  reduced  by  the
               Deficient Valuation, or

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

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

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

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

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

        Related Class of Certificates:  For each REMIC I Regular  Interest,  the
related class or classes of certificates set forth in the Preliminary  Statement
hereto,  and with  respect  to the  Class A-8  REMIC I  Regular  Interests,  the
Insurance Premium.

        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


                                       34
<PAGE>

to fulfill its  obligations  as REMIC  Administrator  under this  Agreement  the
Servicer  or  Trustee  acting  as  Servicer  shall  appoint  a  successor  REMIC
Administrator,  subject to  assumption  of the REMIC  Administrator  obligations
under this Agreement.

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

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

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

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

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

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

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

        REMIC I Regular  Interest:  Any of the twenty 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 twenty  certificated  beneficial
ownership interests in REMIC II issued hereunder,  and, hereby,  designated as a
"regular  interest" in REMIC II, as follows:  Class A-1,  Class A-2,  Class A-3,
Class A-4,  Class A-5,  Class A-6,  Class A-7, Class A-8, Class A-9, Class A-10,
Class A-11,  Class A-12,  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


                                       35
<PAGE>

temporary or final  regulations,  proposed  regulations) and published  rulings,
notices and  announcements  promulgated  thereunder,  as the foregoing may be in
effect from time to time.

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

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

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

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

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

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

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

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

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

        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:  June 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.

                                       36
<PAGE>

        Seller:  GMACM.

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

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

               (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


                                       37
<PAGE>

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

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

     Senior  Support  Certificate:   Any  of  the  Class  A-11  and  Class  A-12
Certificates.

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

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

        Servicing  Advances:  All  customary,  reasonable  and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other  unanticipated  event by the Servicer in the  performance of its servicing
obligations,  including,  but not limited to, the cost of (i) the  preservation,


                                       38
<PAGE>

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

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

        Servicing Fee Rate:  0.25% per annum.

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

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

        Special Hazard Amount:  As of any Distribution  Date, an amount equal to
$4,006,006  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  22.56%  (which


                                       39
<PAGE>

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

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

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

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

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

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

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

                                       40
<PAGE>

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

        Subordinate   Principal   Distribution   Amount:  With  respect  to  any
Distribution Date and each Class of Subordinate Certificates, (a) the sum of (i)
the  product  of (x) such  Class's  pro  rata  share,  based on the  Certificate
Principal  Balance of each Class of Subordinate  Certificates  then outstanding,
and (y) the aggregate of the amounts calculated for such Distribution Date under
clauses (1), (2) and (3) of Section 4.02(a)(ii)(Y)(A)  (without giving effect to
the Senior  Percentage)  to the extent not  payable to the Senior  Certificates;
(ii) such Class's pro rata share, based on the Certificate  Principal Balance of
each  Class of  Subordinate  Certificates  then  outstanding,  of the  principal
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.

                                       41
<PAGE>

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

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

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

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

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

     Trust Fund: The segregated pool of assets consisting of:

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

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

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

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

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

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


                                       42
<PAGE>

principal deemed made on such REMIC I Regular Interest,  as applicable,  on such
Distribution Date pursuant to Section 10.04. The Uncertificated  Balance of each
REMIC I Regular Interest shall never be less than zero.

        Uncertificated  Interest:  With respect to any REMIC I Regular  Interest
for any  Distribution  Date, one month's interest at the REMIC I Remittance Rate
applicable to such REMIC I Regular Interest for such Distribution  Date, accrued
on the Uncertificated Balance (or Notional Balance) thereof immediately prior to
such  Distribution  Date.  Uncertificated  Interest  in  respect  of any REMIC I
Regular  Interest  shall  accrue on the basis of a 360-day  year  consisting  of
twelve 30-day months.  Uncertificated Interest with respect to each Distribution
Date,  as to any REMIC I Regular  Interest,  shall be  reduced  by any  interest
shortfalls allocated to the Related Classes of Certificates on such Distribution
Date. In addition,  Uncertificated  Interest  with respect to each  Distribution
Date, as to any REMIC I Regular Interest shall be reduced by interest portion of
Realized Losses  (including  Excess Special Hazard Losses,  Excess Fraud Losses,
Excess  Bankruptcy  Losses and  Extraordinary  Losses)  allocated to the Related
Classes of Certificates on such Distribution Date.

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

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

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

     Variable Rate  Certificates:  The Class A-2, Class A-3, Class A-5 and Class
A-6 Certificates.

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

                                       43
<PAGE>

Section 1.02.  Use of Words and Phrases.

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

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01.  Conveyance of Mortgage Loans.

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

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

In lieu of  delivering  the Mortgage  Note  relating to any Mortgage  Loan,  the
Depositor  may deliver or cause to be delivered a lost note  affidavit  from the
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


                                       44
<PAGE>

Servicer in trust as agent for the Trustee on behalf of the Certificateholders.

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

(d) If any of the  documents  held by the Servicer  pursuant to clause (c) above
are  missing or  defective  in any other  respect and such  missing  document or
defect materially and adversely affects the interests of the  Certificateholders
in the related  Mortgage  Loan, the Servicer shall request that GMACM either (i)
cure such defect in all material  respects,  (ii)  substitute  for such Mortgage
Loan  a  Qualified   Substitute  Mortgage  Loan,  which  substitution  shall  be
accomplished  in the manner and subject to the  conditions  set forth in Section
2.04,  or (iii)  purchase such Mortgage Loan from the Trust Fund at the Purchase
Price  within 90 days after the date on which GMACM was notified of such defect;
provided  that if such defect would cause the  Mortgage  Loan to be other than a
"qualified  mortgage"  as defined in Section  860G(a)(3)  of the Code,  any such
cure,  substitution  or repurchase  must occur within 90 days from the date such
breach  was  discovered.  If GMACM  fails to  comply  with such  request  by the
Servicer,  the Servicer  shall  notify the Trustee of such  missing  document or
material  defect and the  Trustee  shall  cause GMACM to 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.

                                       45
<PAGE>

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

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

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

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


                                       46
<PAGE>

interest,  whether now owned or hereafter acquired, in and to the following: (A)
the Mortgage  Loans,  including (i) with respect to each  Cooperative  Loan, the
related  Mortgage Note,  Security  Agreement,  Assignment of Proprietary  Lease,
Cooperative Stock  Certificate and Cooperative  Lease, (ii) with respect to each
Mortgage  Loan other than a  Cooperative  Loan,  the related  Mortgage  Note and
Mortgage,  and (iii) any  insurance  policies  and all  other  documents  in the
related Mortgage File, (B) all amounts payable pursuant to the Mortgage Loans in
accordance with the terms thereof, (C) all proceeds of the conversion, voluntary
or  involuntary,  of the foregoing into cash,  instruments,  securities or other
property,  including  without  limitation  all amounts from time to time held or
invested in the Payment Account or the Custodial Account, whether in the form of
cash,  instruments,  securities or other  property,  (D) all  accounts,  general
intangibles,  chattel paper,  instruments,  documents,  money, deposit accounts,
goods, letters of credit, letter-of-credit rights, oil, gas, and other minerals,
and  investment  property  consisting of, arising from or relating to any of the
foregoing,  and (E) all proceeds of the foregoing,  and (2) an assignment by the
Company to the Trustee of any  security  interest in any and all of the Seller's
right (including the power to convey title thereto), title and interest, whether
now  owned  or  hereafter  acquired,  in and to the  property  described  in the
foregoing  clauses  (1)(A),  (B),  (C), (D) and (E) granted by the Seller to the
Company pursuant to the Purchase  Agreement;  (c) the possession by the Trustee,
the Custodian or any other agent of the Trustee of any of the foregoing property
shall be deemed to be  possession  by the  secured  party,  or  possession  by a
purchaser  or a person  holding  for the  benefit  of such  secured  party,  for
purposes of  perfecting  the  security  interest  pursuant  to the  Pennsylvania
Uniform  Commercial Code and the Uniform Commercial Code of any other applicable
jurisdiction (including, without limitation,  Sections 9-313 and 9-314 thereof);
and (d)  notifications  to persons holding such property,  and  acknowledgments,
receipts or  confirmations  from persons holding such property,  shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, securities
intermediaries,  bailees or agents of, or persons  holding  for, the Trustee (as
applicable)  for  the  purpose  of  perfecting  such  security   interest  under
applicable law.

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

                                       47
<PAGE>

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

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

        If, in the process of reviewing  the Mortgage  Notes and  preparing  the
certifications  referred to above,  the Custodian  finds any Mortgage Note to be
missing or  contains  any defect  which  materially  and  adversely  affects the
interests of the  Certificateholders in the related Mortgage Loan, the Custodian
is required pursuant to the Custodial  Agreement,  to notify the Trustee,  MBIA,
the Company and the 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


                                       48
<PAGE>

(i) release or cause to be released to GMACM the  related  Mortgage  Note,  (ii)
cause the  Servicer to release to GMACM any  remaining  documents in the related
Mortgage File which are held by the Servicer, and (iii) execute and deliver such
instruments of transfer or assignment,  in each case without recourse,  as GMACM
shall  require as  necessary to vest in GMACM  ownership  of any  Mortgage  Loan
released  pursuant  hereto  and at such time the  Trustee  shall have no further
responsibility with respect to the related Mortgage Note.

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

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

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

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

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

(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;

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<PAGE>

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

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

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

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

Section 2.04.  Representations and Warranties of the Seller.

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


                                       50
<PAGE>

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

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


                                       51
<PAGE>

hereby  acknowledged.  Concurrently with such delivery and in exchange therefor,
the  Trustee,  pursuant  to the written  request of the  Company  executed by an
officer of the Company has executed and caused to be authenticated and delivered
to or upon the order of the Company the Certificates in authorized denominations
which evidence ownership of the entire Trust Fund.

Section 2.06.  Purposes and Powers of the Trust Fund.

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

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

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

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

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

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

                                  ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

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

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


                                       52
<PAGE>

Mortgage,  the  subordination  of the lien of the  Mortgage in favor of a public
utility company or government agency or unit with powers of eminent domain,  the
taking  of a deed in lieu  of  foreclosure,  the  commencement,  prosecution  or
completion  of  judicial  or  non-judicial  foreclosure,  the  conveyance  of  a
Mortgaged  Property to the related  Insurer,  the  acquisition  of any  property
acquired  by  foreclosure  or deed in lieu of  foreclosure,  or the  management,
marketing and conveyance of any property acquired by foreclosure or deed in lieu
of  foreclosure  with  respect  to the  Mortgage  Loans and with  respect to the
Mortgaged  Properties.  The Servicer  further is authorized and empowered by the
Trustee, on behalf of the Certificateholders and the Trustee, in its own name or
in the name of the  Subservicer,  when the Servicer or the  Subservicer,  as the
case may be,  believes it  appropriate  in its best  judgment  to  register  any
Mortgage Loan on the MERS(R) System,  or cause the removal from the registration
of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of
the Trustee and the  Certificateholders  or any of them, any and all instruments
of assignment and other  comparable  instruments with respect to such assignment
or  re-recording  of a Mortgage  in the name of MERS,  solely as nominee for the
Trustee and its successors and assigns. Any expenses incurred in connection with
the actions  described in the preceding  sentence shall be borne by the Servicer
in accordance with Section 3.16(c),  with no right of  reimbursement;  provided,
that if, as a result  of MERS  discontinuing  or  becoming  unable  to  continue
operations in connection  with the MERS System,  it becomes  necessary to remove
any Mortgage  Loan from  registration  on the MERS System and to arrange for the
assignment of the related  Mortgages to the Trustee,  then any related  expenses
shall be reimbursable to the Servicer. Notwithstanding the foregoing, subject to
Section 3.07(a),  the Servicer shall not permit any modification with respect to
any Mortgage Loan that would both constitute a sale or exchange of such Mortgage
Loan within the meaning of Section 1001 of the Code and any proposed,  temporary
or final  regulations  promulgated  thereunder  (other than in connection with a
proposed  conveyance  or  assumption  of such Mortgage Loan that is treated as a
Principal  Prepayment  in Full  pursuant  to Section  3.13(d)  hereof) and cause
either REMIC formed under this Agreement to fail to qualify as a REMIC under the
Code.  Upon  request,  the Trustee shall furnish the Servicer with any powers of
attorney and other documents  necessary or appropriate to enable the Servicer to
service and administer the Mortgage  Loans.  The Trustee shall not be liable for
any action taken by the Servicer or any  Subservicer  pursuant to such powers of
attorney. In connection with servicing and administering the Mortgage Loans, the
Servicer and any  Affiliate of the  Servicer  (i) may perform  services  such as
appraisals and brokerage services that are not customarily provided by servicers
of mortgage loans, and shall be entitled to reasonable  compensation therefor in
accordance  with Section 3.10 and (ii) may, at its own  discretion and on behalf
of the Trustee, obtain credit information in the form of a "credit score" from a
credit repository.

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

(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


                                       53
<PAGE>

Prepayment  Interest  Shortfalls on the Mortgage Loans, which payment obligation
will thereafter be an obligation of the Servicer hereunder.

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

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

Section 3.03.  Successor Subservicers.

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

Section 3.04.  Liability of the Servicer.

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

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

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

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<PAGE>

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

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

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


                                       55
<PAGE>

foreseeable;  and provided,  further, that no such modification shall reduce the
interest  rate on a  Mortgage  Loan below the sum of the Pool Strip Rate and the
Servicing Fee Rate. In connection  with any  Curtailment of a Mortgage Loan, the
Servicer, to the extent not inconsistent with the terms of the Mortgage Note and
local law and practice, may permit the Mortgage Loan to be reamortized such that
the Monthly  Payment is  recalculated  as an amount that will fully amortize the
remaining Stated Principal  Balance thereof by the original  Maturity Date based
on the original Mortgage Rate; provided,  that such re-amortization shall not be
permitted if it would  constitute a reissuance  of the Mortgage Loan for federal
income  tax  purposes,  except  if such  reissuance  is  described  in  Treasury
Regulation  Section  1.860G-2(b)(3).  The  Servicer  shall  not be  required  to
institute  or join in  litigation  with  respect to  collection  of any  payment
(whether  under a Mortgage,  Mortgage Note or otherwise or against any public or
governmental  authority  with  respect  to  a  taking  or  condemnation)  if  it
reasonably  believes  that  enforcing  the  provision  of the  Mortgage or other
instrument  pursuant  to  which  such  payment  is  required  is  prohibited  by
applicable law.

(b) The  Servicer  shall  segregate  and hold all funds  collected  and received
pursuant to each  Mortgage Loan separate and apart from any of its own funds and
general assets and shall  establish and maintain one or more Custodial  Accounts
held in trust,  entitled "GMAC Mortgage  Corporation  Custodial Account in trust
for the  benefit of the  Holders of GMACM  Mortgage  Pass-Through  Certificates,
Series  2004-J2."  Each  Custodial  Account  shall be an Eligible  Account.  The
Custodial  Account  shall be maintained  as a segregated  account,  separate and
apart from trust funds created for mortgage  pass-through  certificates of other
series, and the other accounts of the Servicer.

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

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

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

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

                                       56
<PAGE>

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

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

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

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

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

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


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<PAGE>

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

(b) In addition to the Custodial  Account and the Payment Account,  the Servicer
shall for any Nonsubserviced Mortgage Loan, and shall cause the Subservicers for
Subserviced  Mortgage  Loans to,  establish  and maintain one or more  Servicing
Accounts and deposit and retain therein all collections  from the Mortgagors (or
advances  from  Subservicers)  for the  payment  of taxes,  assessments,  hazard
insurance  premiums,  Primary  Insurance  Policy  premiums,  if  applicable,  or
comparable items for the account of the Mortgagors. Each Servicing Account shall
be hold in trust, entitled "GMAC Mortgage Corporation Servicing Account in trust
for  the  benefit  of  the  of  the  Holders  of  GMACM  Mortgage   Pass-Through
Certificates,  Series  2004-J2."  Withdrawals of amounts related to the Mortgage
Loans from the Servicing  Accounts may be made only to effect timely  payment of
taxes,  assessments,   hazard  insurance  premiums,   Primary  Insurance  Policy
premiums,  if  applicable,  or  comparable  items,  to reimburse the Servicer or
Subservicer  out of  related  collections  for any  payments  made  pursuant  to
Sections 3.11 (with respect to the Primary  Insurance  Policy) and 3.12(a) (with
respect to hazard  insurance),  to refund to any  Mortgagors  any sums as may be
determined  to be overages,  to pay  interest,  if required,  to  Mortgagors  on
balances  in the  Servicing  Account  or to clear and  terminate  the  Servicing
Account at the termination of this Agreement in accordance with Section 9.01. As
part of its servicing  duties,  the Servicer shall, and the  Subservicers  will,
pursuant to the  Subservicing  Agreements,  be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.

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

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,


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<PAGE>

such access being afforded  without charge but only upon reasonable  request and
during normal  business  hours at the offices  designated  by the Servicer.  The
Servicer shall permit such  representatives  to photocopy any such documentation
and  shall  provide   equipment   for  that  purpose  at  a  charge   reasonably
approximating the cost of such photocopying to the Servicer.

Section 3.10.  Permitted Withdrawals from the Custodial Account.

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

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

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

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

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

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

          (vi) to pay 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


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<PAGE>

               amounts  received  thereon and not required to be  distributed to
               the Certificateholders as of the date on which the related Stated
               Principal Balance or Purchase Price is determined;

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

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

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

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

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

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


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

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

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


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Protection  Act of  1973,  as  amended.  The  Servicer  shall  also  cause to be
maintained  on  property  acquired  upon   foreclosure,   or  deed  in  lieu  of
foreclosure,  of any  Mortgage  Loan  (other  than  a  Cooperative  Loan),  fire
insurance  with  extended  coverage in an amount  which is at least equal to the
maximum  insurable value of the improvements  which are a part of such property,
liability  insurance and, to the extent  required and available  under the Flood
Disaster  Protection  Act of 1973, as amended,  flood  insurance in an amount as
provided above.  Pursuant to Section 3.07, any amounts collected by the Servicer
under any such policies  (other than amounts to be applied to the restoration or
repair of the related  Mortgaged  Property or property  thus acquired or amounts
released to the Mortgagor in accordance  with the  Servicer's  normal  servicing
procedures) shall be deposited in the Custodial  Account,  subject to withdrawal
pursuant to Section 3.10. Any cost incurred by the Servicer in  maintaining  any
such insurance shall not, for the purpose of calculating  monthly  distributions
to the Certificateholders, be added to the amount owing under the Mortgage Loan,
notwithstanding  that the terms of the Mortgage Loan so permit. Such costs shall
be  recoverable by the Servicer out of related late payments by the Mortgagor or
out of Insurance  Proceeds and Liquidation  Proceeds to the extent  permitted by
Section 3.10. It is understood and agreed that no earthquake or other additional
insurance is to be required of any Mortgagor or maintained on property  acquired
in respect of a Mortgage  Loan other than pursuant to such  applicable  laws and
regulations  as  shall  at any  time  be in  force  and as  shall  require  such
additional  insurance.  All  such  policies  shall  be  endorsed  with  standard
mortgagee  clauses with loss payable to the Servicer and its  successors  and/or
assigns and shall provide for at least thirty days prior  written  notice of any
cancellation,  reduction  in the amount or  material  change in  coverage to the
Servicer.  The Servicer  shall not  interfere  with the  Mortgagor's  freedom of
choice in selecting either his insurance  carrier or agent,  provided,  however,
that the Servicer  shall not accept any such  insurance  policies from insurance
companies  unless such  companies  currently  reflect a General Policy Rating in
Best's Key Rating Guide  currently  acceptable to Fannie Mae and are licensed to
do business in the state wherein the property subject to the policy is located.

        If the  Servicer  shall  obtain and  maintain a blanket  fire  insurance
policy with  extended  coverage  insuring  against  hazard  losses on all of the
Mortgage  Loans,  it  shall   conclusively  be  deemed  to  have  satisfied  its
obligations as set forth in the first sentence of this Section 3.12(a), it being
understood and agreed that such policy may contain a deductible clause, in which
case the Servicer  shall, in the event that there shall not have been maintained
on the related Mortgaged  Property a policy complying with the first 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


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by Fannie Mae or Freddie Mac,  with respect to the Servicer if the Servicer were
servicing and administering the Mortgage Loans for Fannie Mae or Freddie Mac. In
the event  that any such bond or policy  ceases to be in  effect,  the  Servicer
shall obtain a comparable  replacement bond or policy from an issuer or insurer,
as the case may be, meeting the requirements set forth above.

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

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

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


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appropriate instructions from the Servicer in accordance with the foregoing, the
Trustee  shall  execute  any  necessary   instruments  for  such  assumption  or
substitution  of  liability  as  directed in writing by the  Servicer.  Upon the
closing of the transactions  contemplated by such documents,  the Servicer shall
cause the originals or true and correct copies of the assumption agreement,  the
release (if any),  or the  modification  or  supplement  to the Mortgage Note or
Mortgage to be delivered to the Trustee or the Custodian and deposited  with the
Mortgage File for such Mortgage  Loan. Any fee collected by the Servicer or such
related Subservicer for entering into an assumption or substitution of liability
agreement  will be retained by the Servicer or such  Subservicer  as  additional
servicing compensation.

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

     (d) Subject to any other applicable terms and conditions of this Agreement,
the Trustee and Servicer  shall be entitled to approve an  assignment in lieu of
satisfaction  with  respect to any  Mortgage  Loan,  provided  the obligee  with
respect to such Mortgage Loan  following such proposed  assignment  provides the
Trustee and Servicer  with a "Lender  Certification  for  Assignment of Mortgage
Loan"  in the  form  attached  hereto  as  Exhibit  K,  in  form  and  substance
satisfactory to the Trustee and Servicer,  providing the following: (i) that the
substance of the  assignment  is, and is intended to be, a  refinancing  of such
Mortgage;  (ii) that the Mortgage Loan  following the proposed  assignment  will
have a rate of  interest  at least  0.25  percent  below  or  above  the rate of
interest on such Mortgage Loan prior to such proposed 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


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

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

        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


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or the amount of any Realized Loss,  the Servicer may take into account  minimal
amounts  of  additional  receipts  expected  to be  received  or  any  estimated
additional  liquidation  expenses expected to be incurred in connection with the
related defaulted Mortgage Loan or REO Property.

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

     (c) If the Trust Fund  acquires  any REO Property as aforesaid or otherwise
in  connection  with a default  or  imminent  default on a  Mortgage  Loan,  the
Servicer on behalf of the Trust Fund shall  dispose of such REO Property  within
three full years after the taxable year of its acquisition by the Trust Fund for
purposes of Section  860G(a)(8)  of the Code (or such  shorter  period as may be
necessary under  applicable state (including any state in which such property is
located) law to maintain the status of any portion of the applicable  REMIC as a
REMIC under  applicable  state law and avoid taxes  resulting from such property
failing  to be  foreclosure  property  under  applicable  state  law) or, at the
expense of the Trust  Fund,  request,  more than 60 days before the day on which
such grace  period  would  otherwise  expire,  an extension of such grace period
unless the  Servicer  (subject to Section  10.01(f))  obtains for the Trustee an
Opinion of Counsel,  addressed  to the 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,


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unless the  Servicer has agreed to  indemnify  and hold  harmless the Trust Fund
with respect to the imposition of any such taxes.

     (d) The proceeds of any Cash  Liquidation,  REO  Disposition or purchase or
repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well
as any recovery resulting from a collection of Liquidation  Proceeds,  Insurance
Proceeds or REO Proceeds,  will be applied in the  following  order of priority:
first,  to reimburse the Servicer or the related  Subservicer in accordance with
Section 3.10(a)(ii); second, to all Servicing Fees and Subservicing Fees payable
therefrom  (and the  Servicer and the  Subservicer  shall have no claims for any
deficiencies  with  respect  to  such  fees  which  result  from  the  foregoing
allocation);  third, to the Certificateholders (or to MBIA, as subrogee for such
Certificateholders, to the extent MBIA made an MBIA Insurance Payment in respect
of such  interest 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   (or  to  MBIA,  as  subrogee  for  such
Certificateholders, to the extent MBIA made an MBIA Insurance Payment in respect
of such  principal)  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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     (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
encumbrance, or assert by legal action or otherwise any claim or right of setoff


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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


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<PAGE>

statement to the  Certificateholders  for such  Distribution  Date as an exhibit
thereto.  Prior to January  31,  2005,  the  Trustee  shall  prepare and file in
accordance with industry  standards,  and the Servicer shall execute,  a Form 15
Suspension Notification with respect to the Trust Fund, if applicable,  with the
Commission  via EDGAR.  Prior to April 30,  2005 and prior to April 30th of each
succeeding year until the earlier of (i) a Form 15 Suspension  Notification  has
been  filed  with  respect  to the  Trust  Fund or (ii) the year  following  the
termination  of the Trust Fund pursuant to the terms  hereof,  the Trustee shall
prepare and file,  and the Servicer  shall  execute,  a Form 10-K,  in substance
conforming  to  industry  standards  with  respect  to the  Trust  Fund with the
Commission  via EDGAR.  The Company hereby grants a limited power of attorney to
execute and file each such document on behalf of the Company to the Servicer and
the Trustee,  respectively.  Each such power of attorney  shall  continue  until
either the earlier of (i) receipt by the Trustee or the Servicer, as applicable,
from the Company of written  termination  of such power of attorney and (ii) the
termination of the Trust Fund. The Company agrees to promptly furnish to each of
the Trustee  and the  Servicer,  from time to time upon  request,  such  further
information,  reports,  and financial  statements  within its control related to
this  Agreement  and the  Mortgage  Loans as the  Trustee  or the  Servicer,  as
applicable,  reasonably  deems  appropriate  to prepare  and file all  necessary
reports with the Commission.  The Servicer shall have no  responsibility to file
any items other than those specified in this section.

(b) Any Form 10-K filed with the  Commission  in  connection  with this  Section
shall  include a  certification,  signed by the senior  officer in charge of the
servicing functions of the Servicer,  in the form attached as Exhibit P-1 hereto
or such other form as may be required or permitted by the Commission  (the "Form
10-K  Certification"),  in  compliance  with Rule  13a-14 and  15d-14  under the
Exchange Act and any additional directives of the Commission. In connection with
the Form 10-K  Certification,  the Trustee shall provide the Servicer with (x) a
back-up certification  substantially in the form attached hereto as Exhibit P-2;
and (y) (I) a list of Certificateholders as shown on the Certificate Register as
of the end of each  calendar  year,  (II) copies of all  pleadings,  other legal
process and any other  documents  relating to any claims,  charges or complaints
involving  the Trustee,  as trustee,  or the Trust Fund that are received by the
Trustee,  (III)  notice  of all  matters  that,  to the  actual  knowledge  of a
Responsible  Officer  of the  Trustee,  have  been  submitted  to a vote  of the
Certificateholders,  other than those matters that have been submitted to a vote
of the  Certificateholders at the request of the 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, MBIA and each
Rating Agency on or before 90 days after the end of the Servicer's  fiscal year,
commencing  with  its  fiscal  year  ending  December  31,  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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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,  MBIA and the  Depositor  to the  effect  that such  firm has  examined
certain  documents and records relating to the Servicer's  servicing of mortgage
loans of the same type as the Mortgage  Loans  pursuant to servicing  agreements
substantially  similar to this  Agreement,  which  agreements  may include  this
Agreement,   and  that,  on  the  basis  of  such  an   examination,   conducted
substantially  in compliance  with the Uniform  Single  Attestation  Program for
Mortgage Bankers,  such firm is of the opinion that the Servicer's servicing has
been  conducted in  compliance  with the  agreements  examined  pursuant to this
Section,  except  for (i) such  exceptions  as such  firm  shall  believe  to be
immaterial,  and (ii)  such  other  exceptions  as  shall  be set  forth in such
statement.  Copies of such  statement  shall be  provided  by the Trustee to any
Certificateholder  upon  request  at  the  Servicer's  expense,   provided  such
statement is delivered to the Trustee.

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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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  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


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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


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Date, (ii) any amount  required to be deposited in the Payment Account  pursuant
to Section  3.12(a),  (iii) any amount  required to be  deposited in the Payment
Account  pursuant to Section 4.07,  (iv) any amount required to be paid pursuant
to  Section  9.01  and  (v)  all  other  amounts   constituting   the  Available
Distribution Amount for the immediately succeeding Distribution Date.

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

Section 4.02.  Distributions.

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

(i)            to the Senior Certificates (other than the Class PO Certificates)
               on a pro rata basis based on Accrued Certificate Interest payable
               on such  Certificates  with  respect to such  Distribution  Date,
               Accrued Certificate  Interest on such Classes of Certificates for
               such  Distribution  Date, plus any Accrued  Certificate  Interest


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               thereon  remaining  unpaid from any  previous  Distribution  Date
               except as provided in the last paragraph of this Section 4.02(a),
               plus, to any Insured Certificate, any amounts paid under the MBIA
               Policy  pursuant  to  Section  11.02,  in each case in respect of
               interest on such Class; and

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

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

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

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

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

(3)  the  principal  portion of all other  unscheduled  collections  (other than
     Principal  Prepayments  in Full and  Curtailments  and amounts  received in
     connection  with a Cash  Liquidation or REO  Disposition of a Mortgage Loan
     described  in  Section  4.02(a)(ii)(Y)(B),   including  without  limitation
     Insurance Proceeds,  Liquidation Proceeds and REO Proceeds) received during
     the  preceding  calendar  month or, in the case of Principal  Prepayment in
     Full,  during  the  related  Prepayment  Period  (or deemed to have been so
     received in accordance  with Section  3.07(b)) to the extent applied by the
     Servicer as recoveries  of principal of the related  Mortgage Loan pursuant


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     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;

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<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;

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

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

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

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

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

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<PAGE>

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

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

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

        (iii)  third,  an amount  equal to the  balance of the Senior  Principal
Distribution  Amount  remaining after the  distributions,  if any,  described in
clause (ii) of this  Section  4.02(b)  shall be  distributed  to the Class A-10,
Class  A-11  and  Class  A-12  Certificates,  pro  rata,  in  reduction  of  the
Certificate Principal Balances thereof, in an amount equal to the sum of:

               (x) the Lockout Scheduled  Percentage of the Lockout  Certificate
        Share  of  the  aggregate  of  the  collections   described  in  clauses
        (ii)(Y)(A),  (B) and (E) (to the extent clause (E) relates to clause (A)
        or (B)) of Section 4.02(a) without  application of the Senior Percentage
        or the Senior Accelerated Distribution Percentage, and

               (y) the Lockout Prepayment  Percentage of the Lockout Certificate
        Share  of  the  aggregate  of  the  collections   described  in  clauses
        (ii)(Y)(C)  and (E) (to the extent  clause (E) relates to clause (C)) of
        Section  4.02(a);  provided  that,  if the  aggregate of the amounts set
        forth in clauses (ii)(Y)(A),  (B), (C) and (E) (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  (iii) of this  Section  4.02(b),  the amount paid to the Lockout
        Certificates pursuant to this clause (iii) shall be reduced by an amount
        equal  to  the  Lockout  Certificates'  pro  rata  share,  based  on the
        Certificate   Principal   Balance  thereof  relative  to  the  aggregate
        Certificate Principal Balance of the Senior Certificates (other than the
        Class A-9, Class PO and Class R Certificates), of such difference;

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

                             (A)  77.1449160398%  of the  amount  available  for
                      distribution  under  clause  (b)(iv) of this  Section 4.02
                      shall be distributed sequentially as follows:

                                    (i)  first,  to the  Class A-1 and Class A-2
                             Certificates,   pro   rata,   according   to  their
                             Certificate    Principal   Balances,    until   the
                             Certificate  Principal  Balances  thereof have been
                             reduced to zero;

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<PAGE>

                                    (ii) second,  to the Class A-7 and Class A-9
                             Certificates concurrently as follows:

                                            (x)   4.3478281147%  of  the  amount
                                    available  for  distribution   under  clause
                                    (b)(iv)(A)(ii)  of this  Section 4.02 to the
                                    Class A-9 Certificates until the Certificate
                                    Principal   Balance   of   the   Class   A-7
                                    Certificates has been reduced to zero; and

                                            (y)  95.6521718853%  of  the  amount
                                    available  for  distribution   under  clause
                                    (b)(iv)(A)(ii)  of this  Section 4.02 to the
                                    Class A-7 Certificates until the Certificate
                                    Principal  Balance  thereof has been reduced
                                    to zero; and

                                    (iii)  third,  second,  to the Class A-8 and
                             Class A-9 Certificates concurrently as follows:

                                            (x)   5.9829098058%  of  the  amount
                                    available  for  distribution   under  clause
                                    (b)(iv)(A)(iii)  of this Section 4.02 to the
                                    Class A-9 Certificates until the Certificate
                                    Principal  Balance  thereof has been reduced
                                    to zero; and

                                            (y)  94.0170901942%  of  the  amount
                                    available  for  distribution   under  clause
                                    (b)(iv)(A)(iii)  of this Section 4.02 to the
                                    Class A-8 Certificates until the Certificate
                                    Principal  Balance  thereof has been reduced
                                    to zero; and

                             (B)  22.8550839602%  of the  amount  available  for
                      distribution  under  clause  (b)(iv) of this  Section 4.02
                      shall be distributed sequentially as follows:

                                    (i) first, to the Class A-4 Certificates, in
                             an amount up to $1,000 for such distribution  date,
                             until the Certificate Principal Balance thereof has
                             been reduced to zero;

                                    (ii) second,  to the Class A-5 and Class A-6
                             Certificates,   pro   rata,   according   to  their
                             Certificate  Principal Balances, in an amount up to
                             $500,000  for such  distribution  date,  until  the
                             Certificate  Principal  Balances  thereof have been
                             reduced to zero;

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

                                    (iv) fourth,  to the Class A-5 and Class A-6
                             Certificates,   pro   rata,   according   to  their
                             Certificate    Principal   Balances,    until   the
                             Certificate  Principal  Balances  thereof have been
                             reduced to zero;

                                    (v)  fifth,  to the  Class A-7 and Class A-9
                             Certificates concurrently as follows:


                                       81
<PAGE>


                                            (x)   4.3478281147%  of  the  amount
                                    available  for  distribution   under  clause
                                    (b)(iv)(B)(v)  of this  Section  4.02 to the
                                    Class A-9 Certificates until the Certificate
                                    Principal   Balance   of   the   Class   A-7
                                    Certificates has been reduced to zero; and

                                            (y)  95.6521718853%  of  the  amount
                                    available  for  distribution   under  clause
                                    (b)(iv)(B)(v)  of this  Section  4.02 to the
                                    Class A-7 Certificates until the Certificate
                                    Principal  Balance  thereof has been reduced
                                    to zero; and

                                    (vi)  sixth,  to the Class A-8 and Class A-9
                             Certificates concurrently as follows:

                                            (x)   5.9829098058%  of  the  amount
                                    available  for  distribution   under  clause
                                    (b)(iv)(B)(vi)  of this  Section 4.02 to the
                                    Class A-9 Certificates until the Certificate
                                    Principal  Balance  thereof has been reduced
                                    to zero; and

                                           (y)  94.0170901942%  of  the  amount
                                    available  for  distribution   under  clause
                                    (b)(iv)(B)(vi)  of this  Section 4.02 to the
                                    Class A-8 Certificates until the Certificate
                                    Principal  Balance  thereof has been reduced
                                    to zero; and

        (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  to the Class A-10,  Class A-11 and Class
A-12 Certificates,  pro rata, according to their Certificate  Principal Balances
and without regard to their Lockout  Certificate  Share,  until the  Certificate
Principal Balances thereof have been reduced to zero.

        Any  amounts  paid under the MBIA Policy  pursuant  to Section  11.02 in
respect of principal shall be distributed to the holders of Insured Certificates
only.

     (c) On or  after  the  Credit  Support  Depletion  Date  but  prior  to the
reduction  of  the   Certificate   Principal   Balance  of  the  Senior  Support
Certificates to zero, all priorities  relating to  distributions as described in
Section  4.02(b)  above in respect of  principal  among the  various  classes of
Senior Certificates (other than the Class PO Certificates) 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;  provided  that  (x) the  aggregate  amount
distributable to the Class A-1, Class A-4 and Class A-12 Certificates in respect
of the aggregate  Accrued  Certificate  Interest thereon and in respect of their
aggregate pro rata portion of the Senior Principal  Distribution Amount shall be
distributed among such Certificates in the following priority: (i) first, to the
Class  A-1  Certificates,  up to an  amount  equal  to the  Accrued  Certificate
Interest thereon;  (ii) second,  to the Class A-4 Certificates,  up to an amount
equal to the Accrued Certificate Interest thereon; (iii) third, to the Class A-1
Certificates,  up  to an  amount  equal  to  the  Class  A-1  Optimal  Principal
Distribution Amount thereon,  in reduction of the Certificate  Principal Balance
thereof,  until the  Certificate  Principal  Balance thereof has been reduced to
zero; (iv) fourth, to the Class A-4  Certificates,  up to an amount equal to the


                                       82
<PAGE>

Class A-4 Optimal  Principal  Distribution  Amount thereon,  in reduction of the
Certificate  Principal Balance thereof,  until the Certificate Principal Balance
thereof has been reduced to zero; (v) fifth, to the Class A-12 Certificates,  up
to an amount equal to the Accrued Certificate  Interest thereon; and (vi) sixth,
to the Class A-12  Certificates,  the remainder of such  distributable  amounts,
until the  Certificate  Principal  Balance thereof has been reduced to zero; and
(y) the  aggregate  amount  distributable  to the  Class  A-10  and  Class  A-11
Certificates in respect of the aggregate  Accrued  Certificate  Interest thereon
and in  respect of their  aggregate  pro rata  portion  of the Senior  Principal
Distribution  Amount  shall  be  distributed  among  such  Certificates  in  the
following priority:  (i) first, to the Class A-10 Certificates,  up to an amount
equal to the Accrued  Certificate  Interest  thereon;  (ii) second, to the Class
A-10  Certificates,  up to an amount equal to the Class A-10  Optimal  Principal
Distribution Amount thereon,  in reduction of the Certificate  Principal Balance
thereof,  until the  Certificate  Principal  Balance thereof has been reduced to
zero; (iii) third, to the Class A-11 Certificates,  up to an amount equal to the
Accrued  Certificate  Interest  thereon;  and (iv)  fourth,  to the  Class  A-11
Certificates, the remainder of such distributable amounts, until the Certificate
Principal Balance thereof has been reduced to zero.

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

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

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


                                       83
<PAGE>

Notwithstanding  the foregoing,  no such distribution shall be made with respect
to the  Certificates  of any Class to the extent  that either (i) such Class was
protected  against the related  Realized Loss or (ii) such Class of Certificates
has been deposited into a separate trust fund or other  structuring  vehicle and
separate certificates or other instruments  representing  interests therein have
been issued in one or more  classes,  and any of such separate  certificates  or
other  instruments were protected  against the related Realized Loss pursuant to
any limited guaranty,  payment obligation,  irrevocable letter of credit, surety
bond, insurance policy or similar instrument or a reserve fund, or a combination
thereof. Any amount to be so distributed with respect to the Certificates of any
Class shall not reduce the Certificate  Principal  Balance of such  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.

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

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


                                       84
<PAGE>

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,  MBIA and other parties
to this  Agreement  via the  Trustee's  internet  website a statement as to each
Class of  Certificates  and the Mortgage Pool that includes the  information set
forth in Exhibit M attached hereto.

     The   Trustee's   internet   website   shall   initially   be   located  at
"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
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  or MBIA,  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.

                                       85
<PAGE>

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

     (a) Prior to the close of business on the Business Day next succeeding each
Determination  Date,  the Servicer  shall furnish the  Remittance  Report to the
Trustee and MBIA in a mutually  agreed upon form of an  electromagnetic  tape or
disk and hard copy, or other automated  transmission.  The Remittance Report and
any information supplemental thereto shall include such information with respect
to the Mortgage Loans that is required by the Trustee for purposes of making the
distributions described in Section 4.02, preparing any requested drawings on the
MBIA Policy and preparing the statement  described in Section 4.03, as set forth
in written  specifications  or guidelines  issued by the Servicer or the Trustee
from  time to  time.  The  Trustee  shall  be  protected  in  relying  upon  the
information set forth in the Remittance  Report without any independent check or
verification.

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

                                       86
<PAGE>

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

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

Section 4.05.  Allocation of Realized Losses.

        Prior to each Distribution  Date, the Servicer shall determine the total
amount of Realized  Losses,  if any, that  resulted  from any Cash  Liquidation,
Servicing  Modification,  Debt  Service  Reduction,  Deficient  Valuation or REO
Disposition  that  occurred  during the calendar  month  preceding  the month of
distribution  or, in the case of a Servicing  Modification  that  constitutes  a
reduction of the interest rate on a Mortgage  Loan,  the amount of the reduction
in the  interest  portion of the  Monthly  Payment  due during the  related  Due
Period.  The amount of each  Realized  Loss shall be  evidenced  by an Officer's
Certificate.  All Realized  Losses,  other than Excess  Special  Hazard  Losses,
Extraordinary  Losses, Excess Bankruptcy Losses or Excess Fraud Losses, shall be
allocated as follows: first, to the Class B-3 Certificates until the Certificate
Principal  Balance  thereof has been reduced to zero;  second,  to the Class B-2
Certificates until the Certificate Principal Balance thereof has been reduced to
zero;  third,  to the Class B-1  Certificates  until the  Certificate  Principal
Balance thereof has been reduced to zero;  fourth, to the Class M-3 Certificates
until the Certificate Principal Balance thereof has been reduced to zero; fifth,
to the Class M-2 Certificates  until the Certificate  Principal  Balance thereof
has been  reduced  to zero;  sixth,  to the  Class  M-1  Certificates  until the
Certificate Principal Balance thereof has been reduced to zero; and, thereafter,
if any such  Realized  Losses are on a Discount  Mortgage  Loan, to the Class PO
Certificates  in an  amount  equal to the  Discount  Fraction  of the  principal
portion  thereof,  and the  remainder  of such  Realized  Losses on the Discount
Mortgage  Loans and the entire  amount of such Realized  Losses on  Non-Discount
Mortgage Loans shall be allocated among all the Senior  Certificates (other than
the Class PO Certificates)  on a pro rata basis, as described  below;  provided,
however,  that such Realized Losses otherwise allocable (w) to the Class A-1 and
Class A-4 Certificates  will be allocated to the Class A-12  Certificates  until
the Certificate  Principal  Balance of the Class A-12 Certificates is reduced to
zero and (x) to the Class A-10  Certificates will be allocated to the Class A-11
Certificates  until  the  Certificate   Principal  Balance  of  the  Class  A-11
Certificates  is reduced to zero.  The principal  portion of any Excess  Special
Hazard Losses,  Excess Bankruptcy Losses,  Excess Fraud Losses and Extraordinary
Losses  on the  Discount  Mortgage  Loans  shall be  allocated  to the  Class PO
Certificates  in an  amount  equal  to the  Discount  Fraction  thereof  and the
remainder of such Realized Losses on the Discount  Mortgage Loans and the entire
amount of such Realized Losses on Non-Discount  Mortgage Loans will be allocated
among  the  Senior  Certificates  (other  than the  Class PO  Certificates)  and


                                       87
<PAGE>

Subordinate  Certificates,  on a pro rata basis, as described  below;  provided,
however,  that after the Credit Support  Depletion Date,  such losses  otherwise
allocable (w) to the Class A-1 and Class A-4  Certificates  will be allocated to
the Class A-12 Certificates until the Certificate Principal Balance of the Class
A-12 Certificates is reduced to zero and (x) to the Class A-10 Certificates will
be  allocated to the Class A-11  Certificates  until the  Certificate  Principal
Balance of the Class A-11 Certificates is reduced to zero.

        As used herein,  an  allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata  basis,  among the  various  Classes  so  specified,  to each such Class of
Certificates  on the  basis  of their  then  outstanding  Certificate  Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the  principal  portion of a  Realized  Loss or based on the
Accrued Certificate  Interest thereon payable on such Distribution Date (without
regard to any Compensating  Interest for such Distribution  Date) in the case of
an interest  portion of a Realized  Loss.  Except as  provided in the  following
sentence, any allocation of the principal portion of Realized Losses (other than
Debt Service  Reductions) to a Class of  Certificates  shall be made by reducing
the  Certificate  Principal  Balance  thereof by the amount so allocated,  which
allocation  shall be deemed to have  occurred  on such  Distribution  Date.  Any
allocation of the principal  portion of Realized Losses (other than Debt Service
Reductions) to the Subordinate  Certificates  then  outstanding  with the Lowest
Priority shall be made by operation of the definition of "Certificate  Principal
Balance" and by operation of the provisions of Section  4.02(a).  Allocations of
the  interest  portions of Realized  Losses shall be made in  proportion  to the
amount of Accrued  Certificate  Interest and by operation of the  definition  of
"Accrued  Certificate  Interest"  and by operation of the  provisions of Section
4.02(a).  Allocations of the principal portion of Debt Service  Reductions shall
be made by operation of the provisions of Section  4.02(a).  All Realized Losses
and all other losses  allocated  to a Class of  Certificates  hereunder  will be
allocated  among the  Certificates of such Class in proportion to the Percentage
Interests evidenced thereby.

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

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

Section 4.07.  Optional Purchase of Defaulted Mortgage Loans.

        As to any  Mortgage  Loan which is  delinquent  in payment by 90 days or
more,  the Servicer may, upon the written  request of and with funds provided by
the Junior  Certificateholder,  purchase  such Mortgage Loan from the Trustee at
the Purchase Price therefor.  If at any time the Servicer makes a payment to the
Payment  Account  covering the amount of the Purchase  Price for such a Mortgage


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Loan,  and the  Servicer  provides  to the Trustee a  certification  signed by a
Servicing  Officer stating that the amount of such payment has been deposited in
the Payment  Account,  then the Trustee  shall  execute the  assignment  of such
Mortgage  Loan at the  request of the  Servicer  without  recourse to the Junior
Certificateholder,  which shall  succeed to all the Trustee's  right,  title and
interest in and to such Mortgage Loan,  and all security and documents  relative
thereto.  Such assignment shall be an assignment  outright and not for security.
The Junior  Certificateholder  shall  thereupon own such Mortgage,  and all such
security and  documents,  free of any further  obligation  to the Trustee or the
Certificateholders with respect thereto.

Section 4.08.  Determination of LIBOR

        On each LIBOR Rate  Adjustment  Date, the Trustee shall  determine LIBOR
for the Interest Accrual Period related to the next Distribution Date. As to any
Interest  Accrual Period,  other than the first Interest  Accrual Period,  LIBOR
will  equal the rate for  United  States  dollar  deposits  for one month  which
appears on the Telerate Screen Page 3750 of the Telerate  Capital Markets Report
as of 11:00 A.M.,  London time,  on the related LIBOR Rate  Adjustment  Date. If
such rate does not appear on such page (or such other page as may  replace  that
page on that  service,  or if such  service  is no longer  offered,  such  other
service  for  displaying  LIBOR or  comparable  rates as may be  selected by the
Trustee after  consultation  with the Servicer),  the rate will be the Reference
Bank Rate.  The Trustee will request the principal  London office of each of the
reference  banks to  provide  a  quotation  of its  rate.  If at least  two such
quotations are provided, the rate will be the arithmetic mean of the quotations.
If on such date fewer than two  quotations  are provided as requested,  the rate
will be the  arithmetic  mean of the rates  quoted by one or more major banks in
New York City, selected by the Trustee after consultation with the Servicer,  as
of 11:00  A.M.,  New York City time,  on such date for loans in U.S.  Dollars to
leading European banks for a period of one month in amounts  approximately equal
to the aggregate Certificate Principal Balance of the Variable Rate Certificates
then outstanding.  If no such quotations can be obtained, the rate will be LIBOR
for the  prior  Distribution  Date,  or,  in the case of the  first  LIBOR  Rate
Adjustment Date, 1.10%;  provided,  however,  if, under the priorities described
above,  LIBOR for a  Distribution  Date would be based on LIBOR for the previous
Distribution Date for the third consecutive Distribution Date, the Trustee shall
select an alternative  comparable index (over which the Trustee has no control),
used for determining  one-month  Eurodollar lending rates that is calculated and
published (or otherwise made available) by an independent party.

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

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ARTICLE V

                                THE CERTIFICATES

Section 5.01.  The Certificates.

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

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

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

        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


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deemed  inconsistent  if they are made with  respect  to  different  Certificate
Owners.  The Trustee may establish a reasonable  record date in connection  with
solicitations  of consents from or voting by  Certificateholders  and shall give
notice to the Depository of such record date.

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

Section 5.02.  Registration of Transfer and Exchange of Certificates.

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

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

     (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.

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<PAGE>

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

     (e) (i) In the case of any  Class B or Class R  Certificate  presented  for
registration in the name of any Person,  either (A) the Trustee shall require an
Opinion of Counsel  acceptable to and in form and substance  satisfactory to the
Trustee, the Company and the Servicer to the effect that the purchase or holding
of such Class B or Class R Certificate is 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


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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
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


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                      from and against any and all liabilities, claims, costs or
                      expenses  incurred  by such  parties  as a result  of such
                      acquisition or holding.

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

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

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

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

               (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.

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<PAGE>

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

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

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

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


                                       95
<PAGE>

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

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

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

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

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

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

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

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

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

Section 5.04.  Persons Deemed Owners.

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

Section 5.05.  Appointment of Paying Agent.

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

        The Trustee  shall cause each Paying Agent to execute and deliver to the
Trustee an  instrument  in which such Paying  Agent shall agree with the Trustee
that such  Paying  Agent  shall hold all sums held by it for the  payment to the


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Certificateholders in trust for the benefit of the  Certificateholders  entitled
thereto until such sums shall be  distributed  to such  Certificateholders.  Any
sums so held by such Paying Agent shall be held only in Eligible Accounts to the
extent such sums are not  distributed to the  Certificateholders  on the date of
receipt by such Paying Agent.

Section 5.06.  Optional Purchase of Certificates.

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

     (b) The  Servicer  shall  give the  Trustee  not less  than 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


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

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.

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<PAGE>

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

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

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

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


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or the  Certificates,  other than any loss,  liability or expense related to any
specific Mortgage Loan or Mortgage Loans (except as any such loss,  liability or
expense  shall be otherwise  reimbursable  pursuant to this  Agreement)  and any
loss, liability or expense incurred by reason of willful misfeasance,  bad faith
or gross  negligence  in the  performance  of duties  hereunder  or by reason of
reckless disregard of obligations and duties hereunder.

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

Section 6.04.  Company and Servicer Not to Resign.

        Subject to the  provisions of Section 6.02,  neither the Company nor the
Servicer shall resign from its respective  obligations and duties hereby imposed
on it  except  upon  determination  that  its  duties  hereunder  are no  longer
permissible  under  applicable  law.  Any  such  determination   permitting  the
resignation  of the Company or the Servicer  shall be evidenced by an Opinion of
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


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               remedied, shall have been given to the Servicer by the Trustee or
               the  Company or to the  Servicer,  the Company and the Trustee by
               the Holders of Certificates of such Class  evidencing  Percentage
               Interests aggregating not less than 25%; or

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

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

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

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

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

        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


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4.04(b).  On or after the receipt by the  Servicer of such written  notice,  all
authority and power of the Servicer under this  Agreement,  whether with respect
to the  Certificates  (other than as a Holder  thereof) or the Mortgage Loans or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the  Trustee's  designee  appointed  pursuant  to  Section  7.02;  and,  without
limitation,  the  Trustee is hereby  authorized  and  empowered  to execute  and
deliver, on behalf of the Servicer,  as  attorney-in-fact or otherwise,  any and
all documents and other  instruments,  and to do or accomplish all other acts or
things  necessary  or  appropriate  to effect  the  purposes  of such  notice of
termination,  whether to complete the transfer and  endorsement or assignment of
the Mortgage Loans and related documents,  or otherwise.  The Servicer agrees to
cooperate  with the  Trustee in  effecting  the  termination  of the  Servicer's
responsibilities  and  rights  hereunder,  including,  without  limitation,  the
transfer to the Trustee or its  designee  for  administration  by it of all cash
amounts  which  shall at the time be credited  to the  Custodial  Account or the
Payment  Account or thereafter  be received with respect to the Mortgage  Loans,
and the delivery to the Trustee of the Mortgage  Files,  and the  recordation of
Assignments  of  Mortgages  to the  Trustee  if MERS is not the  mortgagee  of a
Mortgage  Loan  or  otherwise  in  accordance  with  Section  7.02(b).  No  such
termination shall release the Servicer for any liability that it would otherwise
have  hereunder  for any act or  omission  prior to the  effective  time of such
termination.

        Notwithstanding  any  termination  of the  activities  of  GMACM  in its
capacity as Servicer hereunder,  GMACM shall be entitled to receive,  out of any
late  collection of a Monthly  Payment on a Mortgage Loan which was due prior to
the notice terminating  GMACM's rights and obligations as Servicer hereunder 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


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Section  7.01.  If the  Trustee  has become the  successor  to the  Servicer  in
accordance  with Section 6.04 or this Section  7.02,  then  notwithstanding  the
above,  if the Trustee  shall be  unwilling  to so act, or shall be unable to so
act, the Trustee may appoint,  or petition a court of competent  jurisdiction to
appoint, any established housing and home finance  institution,  which is also a
Fannie Mae or Freddie Mac-approved mortgage servicing institution,  having a net
worth of not less than $10,000,000 as the successor to the Servicer hereunder in
the assumption of all or any part of the responsibilities, duties or liabilities
of the Servicer  hereunder.  Pending  appointment of a successor to the Servicer
hereunder,  the Trustee shall act in such capacity as herein above provided.  In
connection  with such  appointment  and  assumption,  the  Trustee may make such
arrangements  for the compensation of such successor out of payments on Mortgage
Loans as it and such  successor  shall agree;  provided,  however,  that no such
compensation shall be in excess of that permitted the Servicer  hereunder.  Each
of the Seller, the Trustee and such successor shall take such action, consistent
with this Agreement, as shall be necessary to effectuate any such succession.

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

        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


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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 and to MBIA.

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

Section 7.04.  Waiver of Events of Default.

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

ARTICLE VIII

                             CONCERNING THE TRUSTEE

Section 8.01.  Duties of Trustee.

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

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

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

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

(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;

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

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

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

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


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               contained  herein  shall,  however,  relieve  the  Trustee of the
               obligation, upon the occurrence of an Event of Default (which has
               not been cured or  waived),  to  exercise  such of the rights and
               powers vested in it by this Agreement, and to use the same degree
               of care and skill in their  exercise as a prudent  investor would
               exercise  or use under the  circumstances  in the conduct of such
               investor's own affairs;

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

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

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

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

     (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


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contribution  (including  the  imposition  of any  federal  tax  on  "prohibited
transactions" imposed under Section 860F(a) of the Code).

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

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

Section 8.04.  Trustee May Own Certificates.

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

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

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

     (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.

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<PAGE>

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

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

Section 8.06.  Eligibility Requirements for Trustee.

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

Section 8.07.  Resignation and Removal of the Trustee.

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

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


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hereunder, and such failure shall continue unremedied for a period of 5 days (in
respect of clause (i) above) or 30 days (in respect of clause (ii) above)  after
the date on which  written  notice of such failure,  requiring  that the same be
remedied,  shall have been given to the Trustee by the Company, then the Company
may remove the Trustee and  appoint a  successor  trustee by written  instrument
delivered  as  provided  in the  preceding  sentence.  In  connection  with  the
appointment  of a successor  trustee  pursuant to the  preceding  sentence,  the
Company  shall,  on or  before  the date on which any such  appointment  becomes
effective,  obtain  from  each  Rating  Agency  written  confirmation  that  the
appointment  of any such  successor  trustee will not result in the reduction of
the  ratings  on any  class of the  Certificates  below  the  lesser of the then
current or original ratings on such Certificates.

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

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

Section 8.08.  Successor Trustee.

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

     (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  and to MBIA.  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.

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Section 8.09.  Merger or Consolidation of Trustee.

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

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

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

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

     (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,


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specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording  protection to, the Trustee.  Every
such instrument shall be filed with the Trustee.

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

Section 8.11.  Appointment of Custodians.

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

Section 8.12.  Appointment of Office or Agency.

        The Trustee  shall  maintain  an office or agency in  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-J2 for the purposes of keeping the Certificate  Register.  The
Trustee  shall  maintain  an office at each of the  addresses  stated in Section
12.05 hereof where notices and demands to or upon the Trustee in respect of this
Agreement may be served.

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, MBIA and the Servicer that:

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(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 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.

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                                   ARTICLE IX

                                   TERMINATION

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

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

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

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

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

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     (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


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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.

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ARTICLE X

                                REMIC PROVISIONS

Section 10.01. REMIC Administration.

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

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

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

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<PAGE>

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

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


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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.

     (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.

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     (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,
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


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to this  Agreement  (including  the Mortgage  Loans) as a REMIC  ("REMIC I") and
shall  make  an  election  to  treat  the  pool  of  assets   comprised  of  the
uncertificated  REMIC I Regular  Interests  as a REMIC  ("REMIC II") for federal
income tax purposes.

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

        The Class A-1,  Class A-2,  Class A-3,  Class A-4, Class A-5, Class A-6,
Class A-7, Class A-8, Class A-9, Class A-10,  Class A-11,  Class A-12, 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.

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

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

Section 10.05. Compliance with Withholding Requirements.

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

                                   ARTICLE XI

                         CERTAIN MATTERS REGARDING MBIA

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

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

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

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


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time, on the third Business Day prior to such Distribution  Date. If, subsequent
to such notice, and prior to payment by MBIA pursuant to such notice, additional
amounts are  deposited  in the Payment  Account,  the Trustee  shall  reasonably
promptly  notify MBIA and withdraw the notice or reduce the amount  claimed,  as
appropriate.

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

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

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

Section 11.03. Effect of Payments by MBIA; Subrogation.

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


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receive such  principal  and interest  from the Trust Fund;  provided  that MBIA
shall be paid such  amounts  only from the sources and in the manner  explicitly
provided for herein.

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

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

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

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

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

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

Section 11.05. Trustee to Hold MBIA Policy.

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

Section 11.06. Payment of Insurance Premium.

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

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                      Bank:  JPMorgan Chase Bank
                      ABA Number:  021-000-021
                      For the account of:  MBIA Insurance Corporation
                      Account Number:  910-2-721728
                      Policy Number:  44033

ARTICLE XII

                            MISCELLANEOUS PROVISIONS

Section 12.01. Amendment.

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

          (i)  to cure any ambiguity,

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

          (iii)to  modify,  eliminate  or add to any of its  provisions  to such
               extent  as  shall be  necessary  or  desirable  to  maintain  the
               qualification of 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 (in
               the case of the Insured  Certificates,  without  giving effect to
               the MBIA  Policy),  as  evidenced  by a letter  from each  Rating
               Agency to such effect,

          (v)  to modify,  eliminate or add to the provisions of Section 5.02(f)
               or any other provision hereof restricting transfer of the Class R
               Certificates,  by virtue of their being the "residual  interests"
               in a REMIC,  provided  that (A) such  change  shall not result in
               reduction   of  the  rating   assigned   to  any  such  Class  of
               Certificates  below the lower of the  then-current  rating or the
               rating  assigned to such  Certificates as of the Closing Date (in
               the case of the Insured  Certificates,  without  giving effect to


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               the MBIA  Policy),  as  evidenced  by a letter  from each  Rating
               Agency to such effect,  and (B) such change shall not (subject to
               Section 10.01(f)),  as evidenced by an Opinion of Counsel (at the
               expense of the party seeking so to modify,  eliminate or add such
               provisions),  cause either REMIC created  hereunder or any of the
               Certificateholders (other than the transferor) to be subject to a
               federal  tax  caused  by a  transfer  to a  Person  that is not a
               Permitted Transferee,

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

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

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

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

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

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

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


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the  authorization  of the  execution  thereof  by  Certificateholders  shall be
subject to such reasonable regulations as the Trustee may prescribe.

Section 12.02. Recordation of Agreement; Counterparts.

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

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

Section 12.03. Limitation on Rights of Certificateholders.

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

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

     (c) No Certificateholder shall have any right by virtue of any provision of
this  Agreement to institute any suit,  action or proceeding in equity or at law
upon or under or with respect to this Agreement,  unless such Holder  previously
shall  have  given  to the  Trustee  a  written  notice  of  default  and of the
continuance  thereof, as hereinbefore  provided,  and unless also the Holders of
Certificates  of any Class  evidencing in the aggregate not less than 25% of the
related Percentage Interests of such Class, shall have made written request upon
the Trustee to institute  such  action,  suit or  proceeding  in its own name as
Trustee  hereunder  and  shall  have  offered  to the  Trustee  such  reasonable
indemnity as it may require  against the costs,  expenses and  liabilities to be
incurred therein or thereby,  and the Trustee,  for 60 days after its receipt of
such notice, request and offer of indemnity,  shall have neglected or refused to
institute any such action,  suit or proceeding it being understood and intended,
and being  expressly  covenanted  by each  Certificateholder  with  every  other
Certificateholder  and the Trustee,  that no one or more Holders of Certificates


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of any  Class  shall  have any  right in any  manner  whatever  by virtue of any
provision of this  Agreement to affect,  disturb or prejudice  the rights of the
Holders of any other of such  Certificates  of such Class or any other Class, or
to  obtain or seek to  obtain  priority  over or  preference  to any other  such
Holder,  or to  enforce  any right  under this  Agreement,  except in the manner
herein provided and for the common benefit of  Certificateholders  of such Class
or all Classes,  as the case may be. For the protection  and  enforcement of the
provisions  of this  Section  12.03,  each and every  Certificateholder  and the
Trustee  shall be entitled  to such  relief as can be given  either at law or in
equity.

Section 12.04. Governing Law.

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

Section 12.05. Notices.

        All  demands  and  notices  hereunder  shall be in writing  and shall be
deemed to have been duly given if sent by facsimile or if  personally  delivered
at or mailed by  registered  mail,  postage  prepaid  (except for notices to the
Trustee  which shall be deemed to have been duly given only when  received),  to
the appropriate address for each recipient listed in the table below or, in each
case,  such  other  address  as may  hereafter  be  furnished  in writing to the
Servicer, the Trustee 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
MBIA                 113 King Street
                     Armonk, New York 10504
                     Attention: Insured Portfolio
                     Management--Structured Finance (GMACM Series
                     2004-J2)
Trustee              227 West Monroe Street,
                     26th Floor,
                     Chicago, Illinois 60606
                     Attn: Institutional Trust Services/Global Debt -
                     GMACM 2004-J2
Standard & Poor's    55 Water Street
                     New York, New York 10041

                                      129
<PAGE>

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.  In each  case in  which a notice  or other
communication to MBIA refers to an MBIA Default or a claim under the MBIA Policy
or with respect to which  failure on the part of MBIA to respond shall be deemed
to  constitute  consent  or  acceptance,  then a copy of such  notice  or  other
communication  should also be sent to the  attention  of the General  Counsel of
MBIA and shall be marked to indicate "URGENT  MATERIAL  ENCLOSED." Any notice so
mailed  within  the time  prescribed  in this  Agreement  shall be  conclusively
presumed to have been duly given, whether or not the Certificateholder  receives
such notice.

Section 12.06. Required Notices to Rating Agency, MBIA and Subservicer.

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

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

(b) the occurrence of an Event of Default,

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

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

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

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

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

(h) the occurrence of the Final Distribution Date; and

                                      130
<PAGE>

(i) any MBIA Default that has not been cured.

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

Section 12.07. Severability of Provisions.

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

Section 12.08. Supplemental Provisions for Resecuritization.

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

        Each  Supplemental  Article  shall set forth  all  necessary  provisions
relating to the holding of the  Resecuritized  Certificates by the Trustee,  the
establishment of the  Restructuring  Vehicle,  the issuing of various classes of
new certificates by the  Restructuring  Vehicle and the distributions to be made
thereon,  and any  other  provisions  necessary  for the  purposes  thereof.  In
connection  with each  Supplemental  Article,  the Company  shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the  Restructuring  Vehicle
will  qualify as a REMIC,  grantor  trust,  FASIT or other entity not subject to
taxation  for  federal  income  tax  purposes  and  (ii)  the  adoption  of  the
Supplemental  Article  will not  endanger  the  status of 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 12.09. Allocation of Voting Rights.

        97% of all of the Voting  Rights  shall be  allocated  among  Holders of
Certificates,  other than the Class A-3, the Class IO and Class R  Certificates,
in  proportion  to the  outstanding  Certificate  Principal  Balances  of  their


                                      131
<PAGE>

respective  Certificates,  1% of all Voting Rights shall be allocated  among the
Holders of the Class A-3  Certificates,  in  accordance  with  their  respective
Percentage  Interests,  1% of all Voting  Rights  shall be  allocated  among the
Holders  of the Class IO  Certificates,  in  accordance  with  their  respective
Percentage  Interests,  0.5% of all Voting  Rights shall be allocated  among the
Holders of the Class R-I  Certificates,  in  accordance  with  their  respective
Percentage Interests, and 0.5% of all Voting Rights shall be allocated among the
Holders of the Class R-II  Certificates,  in  accordance  with their  respective
Percentage Interests. As long as the MBIA Policy is in effect and unless MBIA is
in default under the MBIA Policy,  MBIA shall be entitled to exercise all Voting
Rights otherwise allocable to the Insured Certificates.

Section 12.10. 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.


                                      132
<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:



<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]



<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]



<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]



<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>

<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:
May 17, 2004
                                                        Initial [Certificate Principal Balance]
                                                        [Notational Amount] of this
Cut-off Date:                                           Certificate:
                                                        $
May 1, 2004

First Distribution Date:
June 25, 2004                                           CUSIP ____________ -

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
June 25, 2034

</TABLE>

                                        A-1-2


<PAGE>


                     GMAC MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2004-J2

               evidencing a percentage  interest in the distributions  allocable
               to the Class  A-__  Certificates  with  respect  to a Trust  Fund
               consisting  primarily  of a pool  of 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").

               [This  Certificate  is entitled to the benefits of an irrevocable
and unconditional certificate guaranty insurance policy issued by MBIA Insurance
Corporation.]

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

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

               The Agreement permits,  with certain exceptions therein provided,
the  amendment  of  the  Agreement  and  the  modification  of  the  rights  and
obligations  of the Company,  the Servicer and the Trustee and the rights of the
Certificateholders  under the Agreement at any time by the Company, the Servicer
and the Trustee with the consent of the Holders of  Certificates  evidencing  in
the  aggregate  not less than 66% of the  Percentage  Interests of each Class of

                                        A-1-4

<PAGE>

Certificates   affected  thereby.  Any  such  consent  by  the  Holder  of  this
Certificate  shall be conclusive  and binding on such Holder and upon all future
holders of this  Certificate  and of any  Certificate  issued upon the  transfer
hereof or in exchange  herefor or in lieu hereof whether or not notation of such
consent is made upon the  Certificate.  The Agreement also permits the amendment
thereof in certain  circumstances  without  the consent of the Holders of any of
the Certificates and, in certain additional  circumstances,  without the consent
of the Holders of certain Classes of Certificates.

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

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

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

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

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

               The  obligations  created  by the  Agreement  in  respect  of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to  Certificateholders  of all  amounts  held by or on behalf of the Trustee and
required to be paid to them pursuant to the  Agreement  following the earlier of
(i) the maturity or other  liquidation of the last Mortgage Loan subject thereto
or the disposition of all property  acquired upon foreclosure or deed in lieu of
foreclosure  of any Mortgage Loan and (ii) the purchase by the Servicer from the
Trust Fund of all remaining  Mortgage Loans and all property acquired in respect
of such Mortgage Loans,  thereby effecting early retirement of the Certificates.
The Agreement permits,  but does not require,  the Servicer to (i) purchase at a
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

                                        A-1-5

<PAGE>

such  purchase  are  distributed  is less than ten percent of the  Cut-off  Date
Principal Balance of the Mortgage Loans.

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


                                        A-1-6

<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 :
May 17, 2004                                            [________________] Initial Pass-Through
                                                        Rate
                                                        based on a Notional Amount
Cut-off Date:
May 1, 2004

First Distribution Date:
June 25, 2004

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
June 25, 2034

</TABLE>

                                        A-2-2


<PAGE>


                     GMACM MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2004-J2

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

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

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

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

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

                                        A-2-3
<PAGE>

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

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

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

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

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

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

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

                                        A-2-4
<PAGE>

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

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

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

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

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

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

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

                                        A-2-5
<PAGE>


<PAGE>


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

Dated:  __________, 200__       JPMORGAN CHASE BANK,
                                Not in its individual capacity but solely as
                                Trustee



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



                          CERTIFICATE OF AUTHENTICATION

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

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



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



                                        A-2-6



<PAGE>

                                   ASSIGNMENT

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

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

________________________________________________________________________________


Dated: _____________________
                                        _______________________________________
                                         Signature by or on behalf of assignor

                                        _______________________________________
                                            Signature Guaranteed




                            DISTRIBUTION INSTRUCTIONS

           The  assignee   should   include  the   following   for  purposes  of
distribution:

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

     Applicable statements should be mailed to ______________________________.

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


                                        A-2-7
<PAGE>


                                   EXHIBIT A-3

                          FORM OF CLASS PO CERTIFICATE

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

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

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

                                        A-3-1
<PAGE>

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

<TABLE>

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

Class PO Senior                                       Aggregate Initial Certificate Principal
                                                      Balance of the Class PO Certificates $[  ]
Date of Pooling and Servicing Agreement :
May 17, 2004                                          Initial Certificate Principal
                                                      Balance of this Certificate:
                                                      $_______________________

Cut-off Date:
May 1, 2004                                           CUSIP                    -
                                                            -------------------

First Distribution Date:
June 25, 2004

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
June 25, 2034

</TABLE>

                                        A-3-2


<PAGE>


                     GMACM MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2004-J2

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

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

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

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

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


                                        A-3-3
<PAGE>

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

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

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

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

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

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

                                        A-3-4

<PAGE>

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

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

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

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

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

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

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


                                        A-3-5
<PAGE>

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

                                        A-3-6

<PAGE>


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

Dated:  _________, 200__     JPMORGAN CHASE BANK,
                             Not in its individual capacity but solely as
                             Trustee



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



                          CERTIFICATE OF AUTHENTICATION

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

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



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



                                        A-3-7


<PAGE>

                                   ASSIGNMENT

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

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

________________________________________________________________________________


Dated: _____________________
                                        _______________________________________
                                         Signature by or on behalf of assignor

                                        _______________________________________
                                            Signature Guaranteed




                            DISTRIBUTION INSTRUCTIONS

           The  assignee   should   include  the   following   for  purposes  of
distribution:

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

     Applicable statements should be mailed to ______________________________.

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



                                        A-3-8
<PAGE>


                                    EXHIBIT B

                           FORM OF CLASS M CERTIFICATE

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

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

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

ANY TRANSFEREE OF THIS  CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE
OF ITS PURCHASE OR HOLDING OF THIS  CERTIFICATE (OR INTEREST HEREIN) THAT EITHER
(A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN SUBJECT TO THE
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:
                                                                        ----
May 17, 2004                                            $____________________________]

Cut-off Date:                                           Initial Certificate Principal Balance
                                                        of
May 1, 2004                                             this Certificate:
                                                        $_______________________

First Distribution Date:                                CUSIP __________________-
 June 25, 2004

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
June 25, 2034


</TABLE>

                                        B-2


<PAGE>


                    GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-J2

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

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

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

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

               Distributions  on this  Certificate  will be made  either  by the
Trustee or by a Paying Agent  appointed by the Trustee in immediately  available
funds (by wire  transfer or  otherwise)  for the account of the Person  entitled
thereto if such Person shall have so notified the Trustee or such Paying  Agent,

                                        B-3
<PAGE>

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

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

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

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

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

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

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

                                        B-4
<PAGE>

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

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

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

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

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

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

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


                                        B-5
<PAGE>

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


                                        B-6

<PAGE>


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

Dated:  __________, 200__       JPMORGAN CHASE BANK,
                                Not in its individual capacity but solely as
                                Trustee



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



                          CERTIFICATE OF AUTHENTICATION

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

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



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



                                        B-7

<PAGE>

                                   ASSIGNMENT

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

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

________________________________________________________________________________


Dated: _____________________
                                        _______________________________________
                                         Signature by or on behalf of assignor

                                        _______________________________________
                                            Signature Guaranteed




                            DISTRIBUTION INSTRUCTIONS

           The  assignee   should   include  the   following   for  purposes  of
distribution:

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

     Applicable statements should be mailed to ______________________________.

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



                                        B-8
<PAGE>


                                    EXHIBIT C

                           FORM OF CLASS B CERTIFICATE

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

THIS  CERTIFICATE  HAS NOT BEEN AND WILL NOT BE REGISTERED  UNDER THE SECURITIES
ACT OF 1933,  AS  AMENDED,  OR THE  SECURITIES  LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED  UNLESS IT IS REGISTERED  PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS  WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER  APPLICABLE  STATE LAW AND IS TRANSFERRED IN ACCORDANCE  WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION  PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE SERVICER,  THE COMPANY AND THE TRUSTEE
THAT THE  PURCHASE  OF THIS  CERTIFICATE  WILL NOT  CONSTITUTE  OR  RESULT  IN A
NON-EXEMPT  PROHIBITED  TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME  SECURITY  ACT OF 1974,  AS AMENDED  ("ERISA"),  OR  SECTION  4975 OF THE
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::
May 17, 2004                                      $ _______________________]

Cut-off Date:                                     Initial Certificate Principal Balance of
May 1, 2004                                       this Certificate:
                                                  $__________________

First Distribution Date:
June 25, 2004

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
June 25, 2034
</TABLE>


                                        C-1
<PAGE>

<PAGE>


                    GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-J2

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

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

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

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

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

                                        C-2
<PAGE>

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

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

               No transfer,  sale,  pledge or other  disposition of this Class B
Certificate will be made unless such transfer, sale, pledge or other disposition
is exempt from the  registration  requirements of the Securities Act of 1933, as
amended,  and any applicable state securities laws or is made in accordance with
said Act and laws.  In the event that such a transfer is to be made,  either (i)
(A) the Trustee  shall  require an opinion of counsel  acceptable to and in form
and substance  satisfactory to the Trustee and the Company that such transfer is
exempt  (describing the applicable  exemption and the basis therefor) from or is
being made pursuant to the  registration  requirements  of the Securities Act of
1933, as amended, and of any applicable statute of any state and (B) the Trustee
shall  require the  transferee  to execute a  representation  letter in the form
described by the  Agreement,  and the Trustee  shall  require the  transferor to
execute a  representation  letter in the form described by the  Agreement,  each
acceptable  to and in form and  substance  satisfactory  to the  Company and the
Trustee  certifying  to the Company and the Trustee the facts  surrounding  such
transfer,  which representation  letters shall not be an expense of the Trustee,
the Company or the Servicer; provided, however, that such representation letters
shall  not be  required  in  connection  with  any  transfer  of  this  Class  B
Certificate  by the  Company  or any  affiliate  thereof  to the  Company  or an
affiliate of the Company, and the Trustee shall be entitled to conclusively rely
upon a  representation  (which,  upon the  request  of the  Trustee,  shall be a
written representation) from the Company, of the status of such transferee as an
affiliate of the Company,  or (ii) the  prospective  transferee  of this Class B
Certificate  shall be  required  to provide  the  Trustee,  the  Company and the
Servicer with an investment  letter  substantially  in the form described in the
Agreement  (or such  other  form as the  Company  in its sole  discretion  deems
acceptable), which investment letter shall not be an expense of the Trustee, the
Company or the Servicer,  and which  investment  letter states that, among other
things,  such  transferee  (A) is a "qualified  institutional  buyer" as defined
under Rule 144A,  acting for its own account or the accounts of other "qualified
institutional  buyers"  as defined  under  Rule 144A,  and (B) is aware that the
proposed   transferor  intends  to  rely  on  the  exemption  from  registration
requirements  under the  Securities  Act of 1933,  as amended,  provided by Rule
144A. The Holder hereof desiring to effect such transfer shall,  and does hereby
agree to, indemnify the Trustee,  the Company,  the Servicer and the Certificate
Registrar  acting on behalf of the Trustee against any liability that may result
if the transfer is not so exempt or is not made in accordance  with such Federal
and state laws.  In  connection  with any such  transfer,  the Trustee will also
require either (i) an opinion of counsel acceptable to and in form and substance
satisfactory  to the Trustee,  the Company and the Servicer  with respect to the
permissibility  of such transfer under the Employee  Retirement  Income Security
Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code
of 1986, as amended (the  "Code"),  and stating,  among other  things,  that the

                                        C-3

<PAGE>

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

                                        C-4
<PAGE>

Percentage Interest will be issued to the designated transferee or transferees.

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

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

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

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

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

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

                                        C-5


<PAGE>


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

Dated:  __________, 200__    JPMORGAN CHASE BANK,
                             Not in its individual capacity but solely as
                             Trustee



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



                          CERTIFICATE OF AUTHENTICATION

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

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



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




                                        C-6

<PAGE>

                                   ASSIGNMENT

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

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

________________________________________________________________________________


Dated: _____________________
                                        _______________________________________
                                         Signature by or on behalf of assignor

                                        _______________________________________
                                            Signature Guaranteed




                            DISTRIBUTION INSTRUCTIONS

           The  assignee   should   include  the   following   for  purposes  of
distribution:

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

     Applicable statements should be mailed to ______________________________.

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



                                        B-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

                                        D-1

<PAGE>

(F) AN AGENT OF A DISQUALIFIED ORGANIZATION,  (2) NO PURPOSE OF SUCH TRANSFER IS
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, (3) THE PROPOSED  TRANSFEREE WILL
NOT CAUSE INCOME FROM THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT
ESTABLISHMENT  OR FIXED BASE  (WITHIN  THE MEANING OF AN  APPLICABLE  INCOME TAX
TREATY) OF THE TRANSFEREE 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>
<CAPTION>


<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 :
May 17, 2004                                      Initial Certificate Principal Balance of
                                                  this Certificate:
                                                  $________________________

Cut-off Date:
May 1, 2004                                       [Percentage Interest:  [  ]%]

First Distribution Date:                          CUSIP
June 25, 2004

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
June 25, 2034

</TABLE>


                                        D-2

<PAGE>


                    GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-J2

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

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

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

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

               Each Holder of this  Certificate will be deemed to have agreed to
be bound by the  restrictions  set forth in the Agreement to the effect that (i)
each person holding or acquiring any Ownership Interest in this Certificate must
be a United States Person and a Permitted  Transferee,  (ii) the transfer of any
Ownership  Interest in this Certificate will be conditioned upon the delivery to

                                        D-3
<PAGE>

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


                                D-4

<PAGE>

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

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

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

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

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

               The  Company,  the  Servicer,  the  Trustee  and the  Certificate
Registrar  and any  agent of the  Company,  the  Servicer,  the  Trustee  or the
Certificate  Registrar  may treat the Person in whose name this  Certificate  is
registered  as the owner hereof for all purposes,  and neither the Company,  the

                                        D-5

<PAGE>

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>


                                    EXHIBIT E

                             MORTGAGE LOAN SCHEDULE

                                 (See attached)



                                [To be inserted]




<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 May 17,  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 May 17, 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-J2,  Class R-[ ]
(the  "Owner")),  a  [savings  institution]  [corporation]  duly  organized  and
existing  under the laws of [the State of ] [the  United  States],  on behalf of
which he makes this affidavit and agreement.

     2. That the Owner (i) is not and will not be a "disqualified  organization"
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
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

                                        g-1-3
<PAGE>

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-J2

Attention:  Residential Asset Mortgage Products, Inc.,  Series 2004-J2

        Re:    GMACM Mortgage Pass-Through Certificates,
               Series 2004-J2, Class R-[ ]


Ladies and Gentlemen:

               This letter is delivered to you in  connection  with the transfer
by (the  "Seller")  to (the  "Purchaser")  of $  Initial  Certificate  Principal
Balance of GMACM Mortgage Pass-Through Certificates, Series 2004-J2, Class R-[ ]
(the  "Certificates"),  pursuant to Section  5.02 of the  Pooling and  Servicing
Agreement  (the  "Pooling and  Servicing  Agreement"),  dated as of May 17, 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

                                        G-2-1

<PAGE>

the time of the transfer, and at the close of each of the Purchaser's two fiscal
years preceding the year of transfer, the Purchaser's gross assets for financial
reporting  purposes  exceed $100  million  and its net assets for such  purposes
exceed $10  million  (disregarding,  for  purposes of  determining  gross or net
assets, the obligation of any person related to the Purchaser within the meaning
of Section  8601(g) of the Code or any other  asset if a  principal  purpose for
holding  or  acquiring  that asset is to permit the  Purchaser  to satisfy  this
minimum gross asset or net asset requirement),  (II) the Purchaser is a domestic
C corporation for United States federal income tax purposes that is not for such
purposes an exempt  corporation,  a regulated  investment  company,  real estate
investment  trust,  a REMIC,  or a cooperative  organization  to which part I of
subchapter T of the Code applies,  (III) there are no facts or  circumstances on
or before the date of transfer (or anticipated) which would reasonably  indicate
that the taxes  associated  with the Class R-[]  Certificates  will not be paid,
(IV) the Purchaser is not a foreign  branch of a domestic  corporation,  and (V)
the transfer does not involve a transfer or assignment to a foreign  branch of a
domestic  corporation  (or  any  other  arrangement  by  which  any  Class  R-[]
Certificate  is at any time  subject  to net tax by a  foreign  country  or U.S.
possession) and the Purchaser will not hereafter  engage in any such transfer or
assignment  (or any such  arrangement)  and (2) does not know or have  reason to
know that the Purchaser will not honor the restrictions on subsequent  transfers
of any Class R-[]  Certificates  as  described  in  paragraph  15 of the Form of
Transfer  Affidavit and  Agreement,  or (B) the Seller has  determined  that the
present value of the anticipated tax liabilities  associated with the holding of
the Class R-[]  Certificate  does not exceed the sum of (1) the present value of
any  consideration  given to the Purchaser to acquire the  Certificate,  (2) the
present value of the expect future  distributions on the Class R-[] Certificate,
and (3) the present value of the anticipated tax savings associated with holding
the Class R-[]  Certificate  as the REMIC  generates  losses  (having  made such
determination  by (I)  assuming  the  Purchaser  pays tax at a rate equal to the
highest  rate of tax  specified  in  Section  11(b)(1)  of the  Code,  and  (II)
utilizing a discount rate for present valuations equal to the applicable Federal
rate prescribed by Section 1274(d) of the Code  compounded  semi-annually  (or a
lower discount rate based on the Purchaser having demonstrated that it regularly
borrows, in the course of its trade or business, substantial funds at such lower
rate from unrelated third parties).  The Seller understands that the transfer of
a Class R-[ ]  Certificate  may not be respected  for United  States  income tax
purposes  (and the Seller may  continue  to be liable for United  States  income
taxes   associated   therewith)   unless  the  Seller  has  conducted   such  an
investigation.

4. The Seller has no actual knowledge that the proposed Transferee is not both a
United States Person and a Permitted Transferee.

                                               Very truly yours,



                                               ---------------------------------
                                               ---------------------------------
                                               Seller

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


                                        G-2-2

<PAGE>


                                    EXHIBIT H

                     FORM OF INVESTOR REPRESENTATION LETTER



                                     __________ , 20


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437

JPMorgan Chase Bank
227 West Monroe Street
26th Floor
Chicago, Illinois 60606
Attn: Institutional Trust Services - GMACM 2004-J2

GMAC Mortgage Corporation
100 Witmer Road
Horsham, Pennsylvania  19044

Attention:  Residential Asset Mortgage Products, Inc. Series 2004-J2

        RE:    GMACM Mortgage Pass-Through Certificates,
               Series 2004-J2, [Class B-[ ]]


Ladies and Gentlemen:

               (the  "Purchaser")  intends to  purchase  from (the  "Seller")  $
Initial   Certificate   Principal   Balance  of  GMACM   Mortgage   Pass-Through
Certificates, Series 2004-J2, Class [ ] (the "Certificates"), issued pursuant to
the Pooling and Servicing  Agreement  (the  "Pooling and Servicing  Agreement"),
dated as of May 17, 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-J2

Attention: Residential Asset Mortgage Products, Inc.,  Series 2004-J2

        Re:    GMACM Mortgage Pass-Through Certificates,
               Series 2004-J2, [Class B-[ ]]


Ladies and Gentlemen:

               In   connection   with  the  sale  by  (the   "Seller")  to  (the
"Purchaser")  of $  Initial  Certificate  Principal  Balance  of GMACM  Mortgage
Pass-Through  Certificates,  Series 2004-J2, Class (the "Certificates"),  issued
pursuant to the Pooling and  Servicing  Agreement  (the  "Pooling and  Servicing
Agreement"),  dated  as of  May  17,  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 May 17, 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

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-J2

Attention:  Residential Asset Mortgage Products, Inc., Series 2004-J2

Re:  GMACM Mortgage  Pass-Through  Certificates,  Series  2004-J2  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 May 17, 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

(iv) such  assignment  is at the  request  of the  borrower  under  the  related
Mortgage Loan.


                              Very truly yours,



                              --------------------------------------------------
                              (Lender)

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


                                        K-1

<PAGE>


                                    EXHIBIT L

                         SCHEDULE OF DISCOUNT FRACTIONS



     Loan
    Number         Issue Date Balance  Net Rate   PO Amount   Discount Fraction
------------------------------------------------------------------------------
  0550975601          $442,015.66       5.2500   $20,091.62      0.045454545
  0560883803          $403,557.80       5.2500   $18,343.54      0.045454545
  0561201104          $419,540.28       5.2500   $19,070.01      0.045454545
  0561803909          $380,582.97       5.2500   $17,299.23      0.045454545
  0562063602          $384,105.35       5.2500   $17,459.33      0.045454545
  0562244509          $519,108.49       5.2500   $23,595.84      0.045454545
  0562360503          $163,695.62       5.2500    $7,440.71      0.045454545
  0562693606          $359,428.48       5.2500   $16,337.66      0.045454545
  0563544808          $411,549.03       5.2500   $18,706.77      0.045454545
  0564038305          $474,480.08       5.2500   $21,567.28      0.045454545
  0564152304          $477,077.23       5.2500   $21,685.33      0.045454545
  0564409506          $451,505.26       5.2500   $20,522.97      0.045454545
  0564444008          $578,752.82       5.2500   $26,306.95      0.045454545
  0564567709          $698,737.00       5.2500   $31,760.77      0.045454545
  0564611705          $388,574.22       5.2500   $17,662.46      0.045454545
  0564633303          $365,512.08       5.2500   $16,614.19      0.045454545
  0564737500          $593,949.17       5.2500   $26,997.69      0.045454545
  0564762409          $578,500.00       5.2500   $26,295.45      0.045454545
  0564811602          $560,000.00       5.2500   $25,454.55      0.045454545
  0564947901          $467,245.00       5.2500   $21,238.41      0.045454545
  0564962405          $406,055.06       5.2500   $18,457.05      0.045454545
  0565041001          $746,770.00       5.2500   $33,944.09      0.045454545
  0565051208         $1,000,000.00      5.2500   $45,454.55      0.045454545
  0565132503          $614,000.00       5.2500   $27,909.09      0.045454545
  0565206406          $506,000.00       5.2500   $23,000.00      0.045454545
  0565508603          $660,000.00       5.2500   $30,000.00      0.045454545
  0600775903          $335,632.22       5.2500   $15,256.01      0.045454545
  0600852952          $476,271.31       5.2500   $21,648.70      0.045454545
  0600931201          $495,227.46       5.2500   $22,510.34      0.045454545
  0600931322          $124,643.16       5.2500    $5,665.60      0.045454545
  0600932578          $399,562.17       5.2500   $18,161.92      0.045454545
  0600934737          $591,352.02       5.2500   $26,879.64      0.045454545
  0600943841          $371,445.61       5.2500   $16,883.89      0.045454545
  0600943976          $459,496.50       5.2500   $20,886.20      0.045454545
  0600944008          $559,387.05       5.2500   $25,426.68      0.045454545
  0600944505          $487,465.86       5.2500   $22,157.54      0.045454545
  0600945291          $645,000.00       5.2500   $29,318.18      0.045454545
  0600946397          $451,005.81       5.2500   $20,500.26      0.045454545
  0600946841          $650,000.00       5.2500   $29,545.45      0.045454545
  0600947332          $523,923.62       5.2500   $23,814.71      0.045454545
  0600947338          $692,000.00       5.2500   $31,454.55      0.045454545
  0600947350          $499,452.72       5.2500   $22,702.40      0.045454545
  0600947459          $586,357.50       5.2500   $26,652.61      0.045454545
  0600947531          $504,447.25       5.2500   $22,929.42      0.045454545
  0600947556          $359,006.62       5.2500   $16,318.48      0.045454545
  0600947818          $463,492.13       5.2500   $21,067.82      0.045454545
  0600948116          $399,562.17       5.2500   $18,161.92      0.045454545
  0600948272          $467,487.75       5.2500   $21,249.44      0.045454545
  0600948550          $543,000.00       5.2500   $24,681.82      0.045454545
  0600948665          $649,288.54       5.2500   $29,513.12      0.045454545
  0600948933          $632,555.87       5.2500   $28,752.54      0.045454545
  0600949078          $637,900.00       5.2500   $28,995.45      0.045454545
  0600949206          $639,299.48       5.2500   $29,059.07      0.045454545
  0600949374          $411,249.04       5.2500   $18,693.14      0.045454545
  0600949618          $644,000.00       5.2500   $29,272.73      0.045454545
  0600949695          $405,555.60       5.2500   $18,434.35      0.045454545
  0600949717          $338,129.49       5.2500   $15,369.52      0.045454545
  0600949820          $356,309.58       5.2500   $16,195.89      0.045454545
  0600950144          $475,179.32       5.2500   $21,599.06      0.045454545
  0600950198          $649,288.54       5.2500   $29,513.12      0.045454545
  0600950248          $510,000.00       5.2500   $23,181.82      0.045454545
  0600950959          $539,329.02       5.2500   $24,514.96      0.045454545
  0600951020          $557,000.00       5.2500   $25,318.18      0.045454545
  0600951121          $548,399.08       5.2500   $24,927.23      0.045454545
  0600951314          $550,000.00       5.2500   $25,000.00      0.045454545
  0600951356          $595,000.00       5.2500   $27,045.45      0.045454545
  0600951479          $574,370.63       5.2500   $26,107.76      0.045454545
  0600951567          $343,623.48       5.2500   $15,619.25      0.045454545
  0600951899          $650,000.00       5.2500   $29,545.45      0.045454545
  0600951902          $518,100.00       5.2500   $23,550.00      0.045454545
  0600952001          $449,507.45       5.2500   $20,432.16      0.045454545
  0600952009          $380,282.97       5.2500   $17,285.59      0.045454545
  0600952264          $464,275.74       5.2500   $21,103.44      0.045454545
  0600952343          $547,396.08       5.2500   $24,881.64      0.045454545
  0600952460          $499,452.72       5.2500   $22,702.40      0.045454545
  0600952487          $418,541.38       5.2500   $19,024.61      0.045454545
  0600952545          $516,000.00       5.2500   $23,454.55      0.045454545
  0600953165          $421,538.10       5.2500   $19,160.82      0.045454545
  0600953595          $414,545.76       5.2500   $18,842.99      0.045454545
  0600953824          $499,452.72       5.2500   $22,702.40      0.045454545
  0600953870          $650,000.00       5.2500   $29,545.45      0.045454545
  0600955011          $505,000.00       5.2500   $22,954.55      0.045454545
  0600955106          $635,000.00       5.2500   $28,863.64      0.045454545
  0600955409          $503,000.00       5.2500   $22,863.64      0.045454545
  0600955495          $449,299.11       5.2500   $20,422.69      0.045454545
  0600955706          $626,000.00       5.2500   $28,454.55      0.045454545
  0600956237          $427,451.62       5.2500   $19,429.62      0.045454545
  0600956390          $650,000.00       5.2500   $29,545.45      0.045454545
  0600956663          $548,000.00       5.2500   $24,909.09      0.045454545
  0600956970          $525,600.00       5.2500   $23,890.91      0.045454545
  0600957306          $515,000.00       5.2500   $23,409.09      0.045454545
  0600957470          $595,000.00       5.2500   $27,045.45      0.045454545
  0600957542          $539,300.00       5.2500   $24,513.64      0.045454545
  0600957573          $635,000.00       5.2500   $28,863.64      0.045454545
  0600957648          $633,000.00       5.2500   $28,772.73      0.045454545
  0600957837          $550,000.00       5.2500   $25,000.00      0.045454545
  0600958004          $514,368.21       5.2500   $23,380.37      0.045454545
  0600958246          $630,000.00       5.2500   $28,636.36      0.045454545
  0600958672          $615,000.00       5.2500   $27,954.55      0.045454545
  0600958733          $504,000.00       5.2500   $22,909.09      0.045454545
  0600959078          $519,700.00       5.2500   $23,622.73      0.045454545
  0600959104          $512,000.00       5.2500   $23,272.73      0.045454545
  0600959368          $566,000.00       5.2500   $25,727.27      0.045454545
  0600960238          $514,000.00       5.2500   $23,363.64      0.045454545
  0600961104          $749,179.08       5.2500   $34,053.59      0.045454545
  0600962670          $363,601.58       5.2500   $16,527.34      0.045454545
  0600963038          $698,600.00       5.2500   $31,754.55      0.045454545
  0600964501          $560,800.00       5.2500   $25,490.91      0.045454545
  0600965229          $577,300.00       5.2500   $26,240.91      0.045454545
  0600965798          $680,000.00       5.2500   $30,909.09      0.045454545
  0600967593          $552,000.00       5.2500   $25,090.91      0.045454545
  0600987405          $572,000.00       5.2500   $26,000.00      0.045454545
  0600987411          $525,000.00       5.2500   $23,863.64      0.045454545
  0654846055          $415,544.66       5.2500   $18,888.39      0.045454545
  0654861993          $493,120.84       5.2500   $22,414.58      0.045454545
  0654898237          $539,408.93       5.2500   $24,518.59      0.045454545
  0654898263          $404,111.37       5.2500   $18,368.70      0.045454545
  0654913280          $420,539.18       5.2500   $19,115.42      0.045454545
  0654926137          $494,857.75       5.2500   $22,493.53      0.045454545
  0654937393          $529,419.88       5.2500   $24,064.54      0.045454545
  0654952062          $520,429.73       5.2500   $23,655.90      0.045454545
  0702033225          $404,556.70       5.2500   $18,388.94      0.045454545
  0702035462          $441,116.64       5.2500   $20,050.76      0.045454545
  0101027826          $409,121.30       5.3750    $9,298.21      0.022727273
  0101028210          $431,074.16       5.3750    $9,797.14      0.022727273
  0101028229          $350,447.32       5.3750    $7,964.71      0.022727273
  0101028641          $422,293.02       5.3750    $9,597.57      0.022727273
  0101028919          $436,063.45       5.3750    $9,910.53      0.022727273
  0101030404          $456,511.44       5.3750   $10,375.26      0.022727273
  0530955707          $497,651.39       5.3750   $11,310.26      0.022727273
  0551942303          $619,972.53       5.3750   $14,090.28      0.022727273
  0554605600          $424,089.17       5.3750    $9,638.39      0.022727273
  0554667808          $570,000.83       5.3750   $12,954.56      0.022727273
  0559147608          $414,556.33       5.3750    $9,421.73      0.022727273
  0560683906          $634,636.95       5.3750   $14,423.57      0.022727273
  0560941809          $554,409.27       5.3750   $12,600.21      0.022727273
  0561229600          $420,000.00       5.3750    $9,545.45      0.022727273
  0561518507          $545,416.29       5.3750   $12,395.82      0.022727273
  0561713900          $498,928.41       5.3750   $11,339.28      0.022727273
  0561718602          $500,000.00       5.3750   $11,363.64      0.022727273
  0561948407          $411,017.02       5.3750    $9,341.30      0.022727273
  0561969700          $646,799.01       5.3750   $14,699.98      0.022727273
  0561983008          $376,596.96       5.3750    $8,559.02      0.022727273
  0562134304          $464,003.43       5.3750   $10,545.53      0.022727273
  0562251702          $344,000.00       5.3750    $7,818.18      0.022727273
  0562383703          $465,001.30       5.3750   $10,568.21      0.022727273
  0562590406          $578,756.97       5.3750   $13,153.57      0.022727273
  0562599407          $476,987.38       5.3750   $10,840.62      0.022727273
  0562695908          $575,883.68       5.3750   $13,088.27      0.022727273
  0562765800          $613,504.95       5.3750   $13,943.29      0.022727273
  0562909002          $419,550.99       5.3750    $9,535.25      0.022727273
  0562935908          $358,016.84       5.3750    $8,136.75      0.022727273
  0562956805          $272,883.91       5.3750    $6,201.91      0.022727273
  0562991901          $449,518.92       5.3750   $10,216.34      0.022727273
  0563083104          $410,000.00       5.3750    $9,318.18      0.022727273
  0563119007          $540,000.00       5.3750   $12,272.73      0.022727273
  0563139302          $449,518.92       5.3750   $10,216.34      0.022727273
  0563250802          $419,953.09       5.3750    $9,544.39      0.022727273
  0563252006          $439,504.99       5.3750    $9,988.75      0.022727273
  0563366608          $414,858.97       5.3750    $9,428.61      0.022727273
  0563370907          $359,615.13       5.3750    $8,173.07      0.022727273
  0563386606          $533,429.12       5.3750   $12,123.39      0.022727273
  0563406503          $373,200.59       5.3750    $8,481.83      0.022727273
  0563526607          $340,635.45       5.3750    $7,741.71      0.022727273
  0563549104          $343,262.76       5.3750    $7,801.43      0.022727273
  0563551407          $783,987.06       5.3750   $17,817.89      0.022727273
  0563559400          $704,246.31       5.3750   $16,005.60      0.022727273
  0563624303          $708,477.96       5.3750   $16,101.77      0.022727273
  0563637909          $473,992.73       5.3750   $10,772.56      0.022727273
  0563655901          $524,438.74       5.3750   $11,919.06      0.022727273
  0563749308          $420,549.92       5.3750    $9,557.95      0.022727273
  0564238103          $646,120.00       5.3750   $14,684.55      0.022727273
  0564408805          $691,400.00       5.3750   $15,713.64      0.022727273
  0564442002          $866,173.01       5.3750   $19,685.75      0.022727273
  0564472306          $815,127.64       5.3750   $18,525.63      0.022727273
  0564497006          $375,000.00       5.3750    $8,522.73      0.022727273
  0564553006          $150,000.00       5.3750    $3,409.09      0.022727273
  0564562403          $572,780.00       5.3750   $13,017.73      0.022727273
  0564732808          $450,697.00       5.3750   $10,243.11      0.022727273
  0565119104          $416,554.20       5.3750    $9,467.14      0.022727273
  0565410404          $461,000.00       5.3750   $10,477.27      0.022727273
  0565532801          $450,000.00       5.3750   $10,227.27      0.022727273
  0565574803          $376,996.53       5.3750    $8,568.10      0.022727273
  0565637402          $600,000.00       5.3750   $13,636.36      0.022727273
  0600791619          $665,411.73       5.3750   $15,122.99      0.022727273
  0600911124          $568,778.42       5.3750   $12,926.78      0.022727273
  0600911488          $437,032.28       5.3750    $9,932.55      0.022727273
  0600914283          $419,083.98       5.3750    $9,524.64      0.022727273
  0600915535          $466,997.01       5.3750   $10,613.57      0.022727273
  0600916778          $376,596.97       5.3750    $8,559.02      0.022727273
  0600918592          $344,500.00       5.3750    $7,829.55      0.022727273
  0600921875          $441,127.90       5.3750   $10,025.63      0.022727273
  0600922576          $399,572.37       5.3750    $9,081.19      0.022727273
  0600926733          $470,190.14       5.3750   $10,686.14      0.022727273
  0600929032          $412,558.48       5.3750    $9,376.33      0.022727273
  0600929232          $373,198.46       5.3750    $8,481.78      0.022727273
  0600929545          $357,031.82       5.3750    $8,114.36      0.022727273
  0600930431          $689,262.35       5.3750   $15,665.05      0.022727273
  0600931697          $400,981.95       5.3750    $9,113.23      0.022727273
  0600931748          $749,198.21       5.3750   $17,027.23      0.022727273
  0600932772          $459,812.45       5.3750   $10,450.28      0.022727273
  0600936168          $600,000.00       5.3750   $13,636.36      0.022727273
  0600937131          $375,598.03       5.3750    $8,536.32      0.022727273
  0600937292          $511,452.64       5.3750   $11,623.92      0.022727273
  0600938877          $413,557.41       5.3750    $9,399.03      0.022727273
  0600939412          $399,572.37       5.3750    $9,081.19      0.022727273
  0600940285          $362,611.93       5.3750    $8,241.18      0.022727273
  0600940596          $459,508.23       5.3750   $10,443.37      0.022727273
  0600941405          $345,630.11       5.3750    $7,855.23      0.022727273
  0600941842          $648,606.96       5.3750   $14,741.07      0.022727273
  0600942974          $547,414.15       5.3750   $12,441.23      0.022727273
  0600943974          $595,000.00       5.3750   $13,522.73      0.022727273
  0600944465          $475,000.00       5.3750   $10,795.45      0.022727273
  0600944489          $425,000.00       5.3750    $9,659.09      0.022727273
  0600944600          $395,200.00       5.3750    $8,981.82      0.022727273
  0600944766          $416,000.00       5.3750    $9,454.55      0.022727273
  0600944885          $487,478.30       5.3750   $11,079.05      0.022727273
  0600944892          $477,488.99       5.3750   $10,852.02      0.022727273
  0600945165          $499,465.47       5.3750   $11,351.49      0.022727273
  0600945800          $452,016.24       5.3750   $10,273.10      0.022727273
  0600945815          $565,000.00       5.3750   $12,840.91      0.022727273
  0600946468          $700,000.00       5.3750   $15,909.09      0.022727273
  0600946548          $400,071.84       5.3750    $9,092.54      0.022727273
  0600946807          $371,200.00       5.3750    $8,436.36      0.022727273
  0600946939          $399,572.37       5.3750    $9,081.19      0.022727273
  0600947333          $519,444.09       5.3750   $11,805.55      0.022727273
  0600947493          $480,000.00       5.3750   $10,909.09      0.022727273
  0600948297          $390,000.00       5.3750    $8,863.64      0.022727273
  0600948375          $419,550.99       5.3750    $9,535.25      0.022727273
  0600948523          $356,618.35       5.3750    $8,104.96      0.022727273
  0600948581          $454,513.57       5.3750   $10,329.85      0.022727273
  0600949088          $483,500.00       5.3750   $10,988.64      0.022727273
  0600949354          $449,518.93       5.3750   $10,216.34      0.022727273
  0600949586          $450,000.00       5.3750   $10,227.27      0.022727273
  0600950095          $474,000.00       5.3750   $10,772.73      0.022727273
  0600950166          $397,974.08       5.3750    $9,044.87      0.022727273
  0600950502          $552,000.00       5.3750   $12,545.45      0.022727273
  0600950653          $368,500.00       5.3750    $8,375.00      0.022727273
  0600951044          $428,541.37       5.3750    $9,739.58      0.022727273
  0600951151          $634,321.14       5.3750   $14,416.39      0.022727273
  0600951152          $449,518.93       5.3750   $10,216.34      0.022727273
  0600951416          $346,129.57       5.3750    $7,866.58      0.022727273
  0600951518          $475,000.00       5.3750   $10,795.45      0.022727273
  0600952087          $468,000.00       5.3750   $10,636.36      0.022727273
  0600952088          $449,518.93       5.3750   $10,216.34      0.022727273
  0600952154          $392,000.00       5.3750    $8,909.09      0.022727273
  0600952419          $366,400.00       5.3750    $8,327.27      0.022727273
  0600952448          $460,000.00       5.3750   $10,454.55      0.022727273
  0600953064          $445,523.20       5.3750   $10,125.53      0.022727273
  0600953100          $364,609.79       5.3750    $8,286.59      0.022727273
  0600953190          $580,000.00       5.3750   $13,181.82      0.022727273
  0600953236          $429,540.31       5.3750    $9,762.28      0.022727273
  0600954497          $383,090.02       5.3750    $8,706.59      0.022727273
  0600954594          $433,000.00       5.3750    $9,840.91      0.022727273
  0600954789          $845,000.00       5.3750   $19,204.55      0.022727273
  0600955120          $448,500.00       5.3750   $10,193.18      0.022727273
  0600955343          $363,000.00       5.3750    $8,250.00      0.022727273
  0600955459          $384,588.41       5.3750    $8,740.65      0.022727273
  0600956313          $349,625.83       5.3750    $7,946.04      0.022727273
  0600956711          $405,000.00       5.3750    $9,204.55      0.022727273
  0600957370          $425,000.00       5.3750    $9,659.09      0.022727273
  0600957979          $368,000.00       5.3750    $8,363.64      0.022727273
  0600958738          $372,000.00       5.3750    $8,454.55      0.022727273
  0600958748          $366,000.00       5.3750    $8,318.18      0.022727273
  0600961446          $441,000.00       5.3750   $10,022.73      0.022727273
  0600961557          $360,000.00       5.3750    $8,181.82      0.022727273
  0600968978          $512,000.00       5.3750   $11,636.36      0.022727273
  0600987407          $519,100.00       5.3750   $11,797.73      0.022727273
  0600987409          $410,560.61       5.3750    $9,330.92      0.022727273
  0600987410          $362,611.93       5.3750    $8,241.18      0.022727273
  0600988311          $362,611.93       5.3750    $8,241.18      0.022727273
  0654839609          $697,673.35       5.3750   $15,856.21      0.022727273
  0654853212          $548,821.26       5.3750   $12,473.21      0.022727273
  0654871287          $434,066.83       5.3750    $9,865.16      0.022727273
  0654875588          $598,714.11       5.3750   $13,607.14      0.022727273
  0654875970          $503,917.71       5.3750   $11,452.68      0.022727273
  0654875988          $389,164.18       5.3750    $8,844.64      0.022727273
  0654880824          $558,799.83       5.3750   $12,700.00      0.022727273
  0654880851          $414,099.51       5.3750    $9,411.35      0.022727273
  0654881370          $488,450.93       5.3750   $11,101.16      0.022727273
  0654881443          $645,309.38       5.3750   $14,666.12      0.022727273
  0654883851          $477,474.50       5.3750   $10,851.69      0.022727273
  0654885320          $526,807.60       5.3750   $11,972.90      0.022727273
  0654885670          $473,982.00       5.3750   $10,772.32      0.022727273
  0654887282          $381,181.32       5.3750    $8,663.21      0.022727273
  0654887451          $394,153.44       5.3750    $8,958.03      0.022727273
  0654887479          $399,142.74       5.3750    $9,071.43      0.022727273
  0654888387          $389,164.18       5.3750    $8,844.64      0.022727273
  0654893521          $437,620.10       5.3750    $9,945.91      0.022727273
  0654895782          $375,598.03       5.3750    $8,536.32      0.022727273
  0654899098          $459,508.23       5.3750   $10,443.37      0.022727273
  0654899442          $419,550.99       5.3750    $9,535.25      0.022727273
  0654902976          $447,039.85       5.3750   $10,160.00      0.022727273
  0654906340          $424,545.65       5.3750    $9,648.76      0.022727273
  0654910502          $375,598.03       5.3750    $8,536.32      0.022727273
  0654910746          $487,977.75       5.3750   $11,090.40      0.022727273
  0654914842          $370,603.37       5.3750    $8,422.80      0.022727273
  0654915685          $354,620.47       5.3750    $8,059.56      0.022727273
  0654916362          $646,108.53       5.3750   $14,684.28      0.022727273
  0654918222          $354,620.47       5.3750    $8,059.56      0.022727273
  0654918394          $379,593.75       5.3750    $8,627.13      0.022727273
  0654939947          $341,134.91       5.3750    $7,753.07      0.022727273
  0654969559          $395,000.00       5.3750    $8,977.27      0.022727273
  0685367774          $499,465.46       5.3750   $11,351.49      0.022727273
  0685368992          $486,978.83       5.3750   $11,067.70      0.022727273
  0685373808          $379,593.75       5.3750    $8,627.13      0.022727273
  0702034914          $333,343.25       5.3750    $7,575.98      0.022727273
  0702035366          $467,499.68       5.3750   $10,624.99      0.022727273
                    $149,330,165.25            4,831,931.86      3.235737%


<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 amount of any MBIA Insurance  Payment made on such  Distribution  Date,
the amount of any  reimbursement  payment made to MBIA on such Distribution Date
pursuant to Section 4.02(a)(xvi) and the amount of Cumulative Insurance Payments
after giving effect to any such MBIA Insurance Payment or any such reimbursement
payment to MBIA;

(vii) the  related  Subordinate  Principal  Distribution  Amount and  Prepayment
Distribution Percentage, if applicable;

(viii) 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;

(ix) on the basis of the most recent  reports  furnished to it by the  Servicer,
the number, aggregate principal balance of any REO Properties;

(x) 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;

(xi) 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;

(xii) the Pass-Through  Rate with respect to the Class IO Certificates,  if any,
thereof;

(xiii) the occurrence of the Credit Support Depletion Date;


                                        M-1
<PAGE>

(xiv) the related Senior Accelerated  Distribution Percentage applicable to such
distribution;

(xv) the related Senior Percentage for such Distribution Date; and

(xvi) the amount of Realized Losses allocated on such  Distribution Date and the
cumulative amount of Realized Losses as of such Distribution Date.

In the case of information furnished pursuant to clauses (i) and (ii) above, the
amounts  shall be expressed  as a dollar  amount per  Certificate  with a $1,000
denomination.

                                        M-2


<PAGE>


                                    EXHIBIT N

                         FORM OF CUSTODIAN CERTIFICATION

                                  May 17, 2004


JPMorgan Chase Bank,
as Trustee
227 West Monroe Street
26th Floor
Chicago, Illinois  60606
Attn: Institutional Trust Services - GMACM 2004-J2

GMAC Mortgage Corporation.
100 Witmer Road
Horsham, Pennsylvania  19044

MBIA Insurance Corporation
113 King Street
Armonk, New York  10504

Attention:  Residential Asset Mortgage Products, Inc., Series 2004-J2

Re:  Custodial  Agreement  dated as of May 17, 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

                                        N-1

<PAGE>

     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.

               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

                                   MBIA POLICY



                                 (See Attached)



                                [To be attached]








<PAGE>


                                   EXHIBIT P-1


                         Form of Form 10-K Certification


        I, [identify the certifying individual], certify that:

        1. I have  reviewed  the annual  report on Form 10-K for the fiscal year
[____], and all reports on Form 8-K containing distribution or servicing reports
filed in respect of periods  included in the year covered by that annual report,
of the trust  (the  "Trust")  created  pursuant  to the  Pooling  and  Servicing
Agreement  dated May 17,  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


                                        P-1-1
<PAGE>


                                   EXHIBIT P-2


                   [FORM OF BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE]


        The  undersigned,  a  Responsible  Officer of  JPMorgan  Chase Bank (the
"Trustee") certifies that:

        (a) The Trustee has performed all of the duties specifically required to
be  performed  by it pursuant  to the  provisions  of the Pooling and  Servicing
Agreement dated as of May 17, 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:



                                        P-2-1

<PAGE>


</TEXT>
</DOCUMENT>
