MORTGAGE LOAN PURCHASE AGREEMENT

Mortgage Loan Purchase Agreement

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Title: MORTGAGE LOAN PURCHASE AGREEMENT
Governing Law: New York Date: 8/20/2004

MORTGAGE LOAN PURCHASE AGREEMENT

This is a Mortgage Loan Purchase Agreement (the "Agreement") dated as of

August 17, 2004 between GMAC Mortgage Corporation, a Pennsylvania corporation,

having an office at 100 Witmer Road, Horsham, Pennsylvania 19044, as seller

("GMACM" or the "Seller") and Residential Asset Mortgage Products, Inc., a

Delaware corporation, having an office at 8400 Normandale Lake Boulevard,

Minneapolis, Minnesota 55437 (the "Purchaser").

WHEREAS, the Seller, in the ordinary course of its business acquires and

originates mortgage loans and acquired or originated all of the mortgage loans

listed on the Mortgage Loan Schedule attached as Schedule I hereto (the

"Mortgage Loans");

WHEREAS, the Seller owns the Cut-off Date Principal Balances of the

Mortgage Loans;

WHEREAS, the parties hereto desire that the Seller sell the Cut-off Date

Principal Balances of the Mortgage Loans to the Purchaser on the Closing Date

pursuant to the terms of this Agreement; and

WHEREAS, the parties hereto desire that the Seller continue servicing

the Mortgage Loans;

NOW, THEREFORE, in consideration of the mutual covenants herein

contained, the parties hereto agree as follows:

The following terms are defined as follows:

Aggregate Principal Balance

(as of the Cut-off Date):

$600,119,491.93 (after deduction of

scheduled principal payments due on or

before the Cut-off Date, whether or not

collected, but without deduction of

prepayments that may have been made but

not reported to the Seller as of the

close of business on such date).

Closing Date:

August 17, 2004, or such other date as

may be agreed upon by the parties

hereto.

Cut-off Date: August 1, 2004.

Mortgage Loan:

A fixed rate, fully-amortizing, first

lien, residential conventional mortgage

loan having a term of not more than 30

years and secured by Mortgaged Property.

<PAGE>

Mortgaged Property:

A single parcel of real property on

which is located a detached or attached

single-family residence, a one-to-four

family dwelling, a townhouse, an

individual condominium unit, or an

individual unit in a planned unit

development, or a proprietary lease in a

unit in a cooperatively-owned apartment

building and stock in the related

cooperative corporation.

Pooling and Servicing Agreement:

The pooling and servicing agreement,

dated as of August 17, 2004, among

Residential Asset Mortgage Products,

Inc., as company, GMAC Mortgage

Corporation, as servicer and JPMorgan

Chase Bank, as trustee (the "Trustee"),

related to the Series 2004-J4

Certificates.

Repurchase Event:

With respect to any Mortgage Loan as to

which the Seller delivers an affidavit

certifying that the original Mortgage

Note has been lost or destroyed, a

subsequent default on such Mortgage Loan

if the enforcement thereof or of the

related Mortgage is materially and

adversely affected by the absence of

such original Mortgage Note.

All capitalized terms used but not defined herein shall have the

meanings assigned thereto in the Pooling and Servicing Agreement. The parties

intend hereby to set forth the terms and conditions upon which the proposed

transactions will be effected and, in consideration of the premises and the

mutual agreements set forth herein, agree as follows:

SECTION 1. Agreement to Sell and Purchase Mortgage Loans. The Seller

agrees to sell to the Purchaser and the Purchaser agrees to purchase from the

Seller the Mortgage Loans having an aggregate principal balance equal to the

Aggregate Principal Balance of the Mortgage Loans.

SECTION 2. Mortgage Loan Schedule. The Seller has provided to the

Purchaser a schedule setting forth all of the Mortgage Loans to be purchased on

the Closing Date under this Agreement, attached hereto as Schedule I ("Mortgage

Loan Schedule").

SECTION 3. Purchase Price of Mortgage Loans. The purchase price to be

paid to the Seller by the Purchaser for the Mortgage Loans shall be the sum of

(i) $583,153,779.90, (ii) the Class PO, the Class IO Certificates and (iii) a

0.02% Percentage Interest in each of the Class R-I Certificates and Class R-II

Certificates issued pursuant to the Pooling and Servicing Agreement. The cash

portion of the purchase price due to the Seller shall be paid by wire transfer

of immediately available funds on the Closing Date to the account specified by

the Seller.

The Purchaser and Seller intend that the conveyance by the Seller to the

Purchaser of the Seller's right, title and interest in and to the Mortgage Loans

pursuant to this Agreement shall be, and be construed as, a sale of the Mortgage

Loans by the Seller to the Purchaser. It is, further, not intended that such

<PAGE>

conveyance be deemed to be a grant of a security interest in the Mortgage Loans

by the Seller to the Purchaser to secure a debt or other obligation of the

Seller. However, in the event that the Mortgage Loans are held to be property 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 shall be and hereby is a security agreement within the meaning of

Articles 9 of the Pennsylvania Uniform Commercial Code, the Delaware Uniform

Commercial Code and the Uniform Commercial Code of any other applicable

jurisdiction; (b) the conveyance provided for in this Section shall be deemed to

be, and hereby is, a grant by the Seller to the Purchaser of a security interest

in the Seller's right, title and interest, whether now owned or hereafter

acquired, in and to the following: (A) the Mortgage Loans, including (i) with

respect to each Cooperative Loan, the related Mortgage Note, Security Agreement,

Assignment of Proprietary Lease, Cooperative Stock Certificate, 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, (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; (c) the possession by the

Trustee, the Custodian or any other agent of the Trustee of any of the foregoing

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, the Delaware Uniform Commercial Code and the Uniform

Commercial Code of any other applicable jurisdiction (including, without

limitation, Sections 9-313 and 9-314 of each 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

Seller 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 Seller shall prepare and deliver to the Purchaser not less

than 15 days prior to any filing date, and the Purchaser shall file, or shall

cause to be filed, at the expense of the Seller, 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 Purchaser's

security interest in the Mortgage Loans, including without limitation (x)

continuation statements, and (y) such other statements as may be occasioned by

(1) any change of name of the Seller or the Purchaser, (2) any change of type or

jurisdiction of organization of the Seller, or (3) any transfer of any interest

of the Seller in any Mortgage Loan.

Notwithstanding the foregoing, (i) GMACM in its capacity as Servicer

shall retain all servicing rights (including, without limitation, primary

<PAGE>

servicing and master servicing) relating to or arising out of the Mortgage

Loans, and all rights to receive servicing fees, servicing income and other

payments made as compensation for such servicing granted to it under the Pooling

and Servicing Agreement pursuant to the terms and conditions set forth therein

(collectively, the "Servicing Rights") and (ii) the Servicing Rights are not

included in the collateral in which the Seller grants a security interest

pursuant to the immediately preceding paragraph.

SECTION 4. Record Title and Possession of Mortgage Files. The Seller

hereby sells, transfers, assigns, sets over and conveys to the Purchaser,

without recourse, but subject to the terms of this Agreement and the Seller

hereby acknowledges that the Purchaser, subject to the terms of this Agreement,

shall have all the right, title and interest of the Seller in and to the related

Mortgage Loans. From the Closing Date, but as of the Cut-off Date, the ownership

of each Mortgage Loan, including the Mortgage Note, the Mortgage, the contents

of the related Mortgage File and all rights, benefits, proceeds and obligations

arising therefrom or in connection therewith, has been vested in the Purchaser.

All rights arising out of the Mortgage Loans including, but not limited to, all

funds received on or in connection with the Mortgage Loans and all records or

documents with respect to the Mortgage Loans prepared by or which come into the

possession of the Seller shall be received and held by the Seller in trust for

the exclusive benefit of the Purchaser as the owner of the Mortgage Loans. On

and after the Closing Date, any portion of the related Mortgage Files or

servicing files related to the Mortgage Loans (the "Servicing Files") in the

Seller's possession shall be held by GMACM in a custodial capacity only for the

benefit of the Purchaser. GMACM shall release its custody of any contents of the

related Mortgage Files or Servicing Files only in accordance with written

instructions of the Purchaser or the Purchaser's designee.

SECTION 5. Books and Records. The sale of each Mortgage Loan has been

reflected on the Seller's balance sheet and other financial statements as a sale

of assets by the Seller. The Seller shall be responsible for maintaining, and

shall maintain, a complete set of books and records for the Mortgage Loans which

shall be appropriately identified in the Seller's computer system to clearly

reflect the ownership of the Mortgage Loans by the Purchaser.

SECTION 6. Delivery of Mortgage Notes.

(a) On or prior to the Closing Date, in connection with the conveyance

by the Seller of the Mortgage Loans, the Seller shall deliver to the Purchaser

or the Custodian, as directed by the Purchaser, 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 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]." The delivery of each Mortgage

Note to the Purchaser or the Custodian is at the expense of the Seller.

<PAGE>

In lieu of delivering the Mortgage Note relating to any Mortgage Loan,

the Seller 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 Seller, in lieu of delivering

the above documents, may deliver to the Purchaser 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.

(b) If any Mortgage Note is not delivered to the Purchaser (or the

Custodian as directed by the Purchaser) or the Purchaser discovers any defect

with respect to a Mortgage Note which materially and adversely affects the

interests of the Certificateholders in the related Mortgage Loan, the Purchaser

shall give prompt written specification of such defect or omission to the

Seller, and the Seller shall cure such defect or omission in all material

respects or repurchase such Mortgage Loan or substitute a Qualified Substitute

Mortgage Loan in the manner set forth in Section 7.03. It is understood and

agreed that the obligation of the Seller to cure a material defect in, or

substitute for, or purchase any Mortgage Loan as to which a material defect in,

or omission of, a Mortgage Note exists, shall constitute the sole remedy

respecting such material defect or omission available to the Purchaser,

Certificateholders or the Trustee on behalf of Certificateholders.

documents relating to the Mortgage Loans not contained in the Mortgage File or

delivered to the Purchaser, are and shall be retained by the Servicer in trust

as agent for the Purchaser.

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, is not in the possession

of 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 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 Seller shall cure or repurchase such Mortgage

Loan or substitute a Qualified Substitute Mortgage Loan in the manner set forth

<PAGE>

in Section 7.03. It is understood and agreed that the obligation of the Seller

to cure a material defect in, or substitute for, or purchase any Mortgage Loan

as to which a material defect in or omission of a constituent document exists,

shall constitute the sole remedy respecting such material defect or omission

available to the Purchaser, Certificateholders or the Trustee on behalf of

Certificateholders.

(e) If any assignment is lost or returned unrecorded to the Servicer

because of any defect therein, the Seller shall prepare a substitute assignment

or cure such defect, as the case may be, and the Servicer shall cause such

assignment to be recorded in accordance with this Section.

SECTION 7. Representations and Warranties.

SECTION 7.01 Representations and Warranties of Seller. The Seller

represents, warrants and covenants to the Purchaser that as of the Closing Date

or as of such date specifically provided herein:

(a) The Seller is a corporation duly organized, validly existing and in

good standing under the laws of the Commonwealth of Pennsylvania 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;

(b) The Seller has the power and authority to make, execute, deliver and

perform its obligations under this Agreement and all of the transactions

contemplated under this Agreement, and has taken all necessary corporate action

to authorize the execution, delivery and performance of this Agreement; this

Agreement constitutes a legal, valid and binding obligation of the Seller,

enforceable against the Seller in accordance with its terms, except as

enforceability may be limited by applicable bankruptcy, insolvency,

reorganization, moratorium or other similar laws now or hereafter in effect

affecting the enforcement of creditors' rights in general and except as such

enforceability may be limited by general principles of equity (whether

considered in a proceeding at law or in equity) or by public policy with respect

to indemnification under applicable securities laws;

performance and compliance with the terms of this Agreement will not violate the

Seller's Certificate of Incorporation or Bylaws or constitute a material default

(or an event which, with notice or lapse of time, or both, would constitute a

material default) under, or result in the material breach of, any material

contract, agreement or other instrument to which the Seller is a party or which

may be applicable to the Seller or any of its assets;

(d) No litigation before any court, tribunal or governmental body is

currently pending, nor to the knowledge of the Seller is threatened against the

Seller, nor is there any such litigation currently pending, nor to the knowledge

of the Seller threatened against the Seller with respect to this Agreement that

in the opinion of the Seller has a reasonable likelihood of resulting in a

material adverse effect on the transactions contemplated by this Agreement;

<PAGE>

(e) No consent, approval, authorization or order of any court or

governmental agency or body is required for the execution, delivery and

performance by the Seller of or compliance by the Seller with this Agreement,

the sale of the Mortgage Loans or the consummation of the transactions

contemplated by this Agreement except for consents, approvals, authorizations

and orders which have been obtained;

(f) The consummation of the transactions contemplated by this Agreement

is in the ordinary course of business of the Seller, and the transfer,

assignment and conveyance of the Mortgage Notes and the Mortgages relating to

the Mortgage Loans by the Seller pursuant to this Agreement are not subject to

bulk transfer or any similar statutory provisions in effect in any applicable

jurisdiction;

(g) The Seller did not select such Mortgage Loans in a manner that it

reasonably believed was adverse to the interests of the Purchaser based on the

Seller's portfolio of conventional non-conforming Mortgage Loans;

(h) The Seller will treat the sale of the Mortgage Loans to the

Purchaser as a sale for reporting and accounting purposes and, to the extent

appropriate, for federal income tax purposes;

(i) The Seller is an approved seller/servicer of residential mortgage

loans for Fannie Mae and Freddie Mac. The Seller is in good standing to sell

mortgage loans to and service mortgage loans for Fannie Mae and Freddie Mac and

no event has occurred which would make the Seller unable to comply with

eligibility requirements or which would require notification to either Fannie

Mae or Freddie Mac; and

(j) No written statement, report or other document furnished or to be

furnished pursuant to the Agreement contains or will contain any statement that

is or will be inaccurate or misleading in any material respect.

SECTION 7.02 Representations and Warranties as to Individual Mortgage

Loans. The Seller hereby represents and warrants to the Purchaser, as to each

Mortgage Loan (except as otherwise specified below), as of the Closing Date, as

follows:

(a) The information set forth in the Mortgage Loan Schedule is true,

complete and correct in all material respects as of the Cut-off Date;

(b) The original mortgage, deed of trust or other evidence of

indebtedness (the "Mortgage") creates a first lien on an estate in fee simple or

a leasehold interest in real property securing the related Mortgage Note, free

and clear of all adverse claims, liens and encumbrances having priority over the

first lien of the Mortgage subject only to (1) the lien of non-delinquent

current real property taxes and assessments not yet due and payable, (2)

covenants, conditions and restrictions, rights of way, easements and other

matters of public record as of the date of recording which are acceptable to

mortgage lending institutions generally, and (3) other matters to which like

<PAGE>

properties are commonly subject which do not materially interfere with the

benefits of the security intended to be provided by the Mortgage or the use,

enjoyment, value or marketability of the related Mortgaged Property;

at any time during the twelve (12) month period prior to the Cut-off Date for

such Mortgage Loan. As of the Closing Date, the Mortgage Loan is not delinquent

in payment more than 30 days and has not been dishonored; there are no defaults

under the terms of the Mortgage Loan; and the Seller has not advanced funds, or

induced, solicited or knowingly received any advance of funds from a party other

than the owner of the Mortgaged Property subject to the Mortgage, directly or

indirectly, for the payment of any amount required by the related Mortgage Loan;

(d) There are no delinquent taxes which are due and payable, ground

rents, assessments or other outstanding charges affecting the related Mortgaged

Property;

(e) The Mortgage Note and the Mortgage have not been impaired, waived,

altered or modified in any respect, except by written instruments which have

been recorded to the extent any such recordation is required by applicable law

or is necessary to protect the interests of the Purchaser, and which have been

approved by the title insurer and the primary mortgage insurer, as applicable,

and copies of which written instruments are included in the Mortgage File. No

other instrument of waiver, alteration or modification has been executed, and no

Mortgagor has been released by the Seller or, to the best of the Seller's

knowledge, by any other person, in whole or in part, from the terms thereof

except in connection with an assumption agreement, which assumption agreement is

part of the Mortgage File and the terms of which are reflected on the Mortgage

Loan Schedule;

(f) The Mortgage Note and the Mortgage are not subject to any right of

rescission, set-off, counterclaim or defense, including the defense of usury,

nor will the operation of any of the terms of the Mortgage Note and the

Mortgage, or the exercise of any right thereunder, render the Mortgage Note or

Mortgage unenforceable, in whole or in part, or subject to any right of

rescission, set-off, counterclaim or defense, including the defense of usury,

and no such right of rescission, set-off, counterclaim or defense has been

asserted with respect thereto;

(g) All buildings upon the Mortgaged Property are insured by a generally

acceptable insurer pursuant to standard hazard policies conforming to the

requirements of Fannie Mae and Freddie Mac. All such standard hazard policies

are in effect and on the date of origination contained a standard mortgagee

clause naming the Seller and its successors in interest as loss payee and such

clause is still in effect. If the Mortgaged Property is located in an area

identified by the Federal Emergency Management Agency as having special flood

hazards under the Flood Disaster Protection Act of 1973, as amended, such

Mortgaged Property is covered by flood insurance by a generally acceptable

insurer in an amount not less than the requirements of Fannie Mae and Freddie

Mac. The Mortgage obligates the Mortgagor thereunder to maintain all such

insurance at the Mortgagor's cost and expense, and on the Mortgagor's failure to

do so, authorizes the holder of the Mortgage to maintain such insurance at the

Mortgagor's cost and expense and to seek reimbursement therefor from the

Mortgagor;

<PAGE>

(h) Each Mortgage Loan as of the time of its origination complied in all

material respects with all applicable local, state and federal laws, including,

but not limited to, all applicable predatory lending laws;

(i) The Mortgage has not been satisfied, canceled or subordinated, in

whole or in part, or rescinded, and the Mortgaged Property has not been released

from the lien of the Mortgage, in whole or in part nor has any instrument been

executed that would effect any such satisfaction, release, cancellation,

subordination or rescission;

(j) The Mortgage Note and the related Mortgage are original and genuine

and each is the legal, valid and binding obligation of the maker thereof,

enforceable in all respects in accordance with its terms subject to bankruptcy,

insolvency and other laws of general application affecting the rights of

creditors. All parties to the Mortgage Note and the Mortgage had the legal

capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage

Note and the Mortgage. The Mortgage Note and the Mortgage have been duly and

properly executed by such parties. The proceeds of the Mortgage Note have been

fully disbursed and there is no requirement for future advances thereunder;

(k) With respect to each Mortgage Loan, (A) immediately prior to the

transfer and assignment to the Purchaser, the Mortgage Note and the Mortgage

were not subject to an assignment or pledge, except for any assignment or pledge

that had been satisfied and released, (B) the Seller had good and marketable

title thereto and was the sole owner thereof, and (C) the Seller had full right

to transfer and sell the Mortgage Loan to the Purchaser free and clear of any

encumbrance, equity, lien, pledge, charge, claim or security interest;

(l) The Mortgage Loan is covered by an ALTA lender's title insurance

policy or other generally acceptable form of policy of insurance, with all

necessary endorsements, issued by a title insurer qualified to do business in

the jurisdiction where the Mortgaged Property is located, insuring (subject to

the exceptions contained in clause (b) (1), (2) and (3) above) the Seller, its

successors and assigns, as to the first priority lien of the Mortgage in the

original principal amount of the Mortgage Loan. Such title insurance policy

affirmatively insures ingress and egress and against encroachments by or upon

the Mortgaged Property or any interest therein. The Seller is the sole insured

of such lender's title insurance policy, such title insurance policy has been

duly and validly endorsed to the Purchaser or the assignment to the Purchaser of

the Seller interest therein does not require the consent of or notification to

the insurer and such lender's title insurance policy is in full force and effect

and will be in full force and effect upon the consummation of the transactions

contemplated by this Agreement. No claims have been made under such lender's

title insurance policy, and no prior holder of the related Mortgage has done, by

act or omission, anything which would impair the coverage of such lender's title

insurance policy;

(m) To the Seller's knowledge, there is no default, breach, violation or

event of acceleration existing under the Mortgage or the related Mortgage Note

and no event which, with the passage of time or with notice and the expiration

of any grace or cure period, would constitute a default, breach, violation or

event permitting acceleration; and neither the Seller nor any prior mortgagee

has waived any default, breach, violation or event permitting acceleration;

<PAGE>

(n) To the Seller's knowledge, there are no mechanics, or similar liens

or claims which have been filed for work, labor or material affecting the

related Mortgaged Property which are or may be liens prior to or equal to the

lien of the related Mortgage;

(o) To the Seller's knowledge, all improvements lie wholly within the

boundaries and building restriction lines of the Mortgaged Property (and wholly

within the project with respect to a condominium unit) and no improvements on

adjoining properties encroach upon the Mortgaged Property except those which are

insured against by the title insurance policy referred to in clause (l) above

and all improvements on the property comply with all applicable zoning and

subdivision laws and ordinances;

(p) The Mortgage Loan is a "qualified mortgage" under Section

860(G)(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1);

(q) The Mortgage Loan was originated by the Seller or by an eligible

correspondent of the Seller. The Mortgage Loan complies in all material respects

with all the terms, conditions and requirements of the Seller's underwriting

standards in effect at the time of origination of such Mortgage Loan. The

Mortgage Notes and Mortgages are on uniform Fannie Mae/Freddie Mac instruments

or are on forms acceptable to Fannie Mae or Freddie Mac;

(r) The Mortgage Loan contains the usual and enforceable provisions of

the originator at the time of origination for the acceleration of the payment of

the unpaid principal amount if the related Mortgaged Property is sold without

the prior consent of the mortgagee thereunder. The Mortgage Loan has an original

term to maturity of not more than 30 years, with interest payable in arrears on

the first day of each month. Except as otherwise set forth on the Mortgage Loan

Schedule, the Mortgage Loan does not contain terms or provisions which would

result in negative amortization nor contain "graduated payment" features or

"buydown" features;

(s) To the Seller's knowledge, the Mortgaged Property at origination of

the Mortgage Loan was and currently is free of damage and waste and at

origination of the Mortgage Loan there was, and there currently is, no

proceeding pending for the total or partial condemnation thereof;

(t) The related Mortgage contains enforceable provisions such as to

render the rights and remedies of the holder thereof adequate for the

realization against the Mortgaged Property of the benefits of the security

provided thereby, including, (1) in the case of a Mortgage designated as a deed

of trust, by trustee's sale, and (2) otherwise by judicial foreclosure. To the

Seller's knowledge, there is no homestead or other exemption available to the

Mortgagor which would interfere with the right to sell the Mortgaged Property at

a trustee's sale or the right to foreclose the Mortgage;

(u) If the Mortgage constitutes a deed of trust, a trustee, duly qualified if

required under applicable law to act as such, has been properly designated and

currently so serves and is named in the Mortgage, and no fees or expenses are or

will become payable by the Purchaser to the trustee under the deed of trust,

except in connection with a trustees sale or attempted sale after default by the

Mortgagor;

<PAGE>

(v) If required by the applicable processing style, the Mortgage File

contains an appraisal of the related Mortgaged Property made and signed prior to

the final approval of the mortgage loan application by an appraiser that is

acceptable to Fannie Mae or Freddie Mac and approved by the Seller. The

appraisal, if applicable, is in a form generally acceptable to Fannie Mae or

Freddie Mac;

(w) To the Seller's knowledge, each of the Mortgaged Properties consists

of a single parcel of real property with a detached single-family residence

erected thereon, or a one- to four-family dwelling, a townhouse, an individual

condominium unit in a condominium project, an individual unit in a planned unit

development or a proprietary lease on a cooperatively owned apartment and stock

in the related cooperative corporation. Any condominium unit or planned unit

development either conforms with applicable Fannie Mae or Freddie Mac

requirements regarding such dwellings or is covered by a waiver confirming that

such condominium unit or planned unit development is acceptable to Fannie Mae or

Freddie Mac or is otherwise "warrantable" with respect thereto. No such

residence is a mobile home or manufactured dwelling;

(x) The ratio of the original outstanding principal amount of the

Mortgage Loan to the lesser of the appraised value (or stated value if an

appraisal was not a requirement of the applicable processing style) of the

Mortgaged Property at origination or the purchase price of the Mortgaged

Property securing each Mortgage Loan (the "Loan-to-Value Ratio") is not in

excess of 95.00%. The original Loan-to-Value Ratio of each Mortgage Loan either

was not more than 80.00% or the excess over 80.00% is insured as to payment

defaults by a primary mortgage insurance policy issued by a primary mortgage

insurer acceptable to Fannie Mae and Freddie Mac;

(y) The Seller is either, and each Mortgage Loan was originated by, a

savings and loan association, savings bank, commercial bank, credit union,

insurance company or similar institution which is supervised and examined by a

federal or State authority, or by a mortgagee approved by the Secretary of

Housing and Urban Development pursuant to Section 203 and 211 of the National

Housing Act;

(z) The collection and servicing practices with respect to each Mortgage

Note and Mortgage have been in all material respects legal, normal and usual in

GMACM's general mortgage servicing activities. With respect to escrow deposits

and payments that GMACM collects, all such payments are in the possession of, or

under the control of, GMACM, and there exist no deficiencies in connection

therewith for which customary arrangements for repayment thereof have not been

made. No escrow deposits or other charges or payments due under the Mortgage

Note have been capitalized under any Mortgage or the related Mortgage Note;

(aa) No fraud or misrepresentation of a material fact with respect to

the origination of a Mortgage Loan has taken place on the part of the Seller;

(bb) If any of the Mortgage Loans are secured by a leasehold interest,

with respect to each leasehold interest: residential property in such area

consisting of leasehold estates is readily marketable; the lease is recorded and

<PAGE>

is in full force and effect and is not subject to any prior lien or encumbrance

by which the leasehold could be terminated or subject to any charge or penalty;

and the remaining term of the lease does not terminate less than ten years after

the maturity date of such Mortgage Loan; and

(cc) The Mortgage Loan is not subject to the Home Ownership and Equity

Protection Act of 1994 ("HOEPA").

(dd) The Mortgage Loan (i) is not a "high-cost home loan" as defined in

the Georgia Act, Georgia Fair Lending Act, as amended, the New York Act, New

York Predatory Lending Law, codified as N.Y. Banking Law ss.6-I, N.Y. Gen. Bus.

Law ss.771-a, and N.Y. Real Prop. Acts Law ss.1302, the Arkansas Home Loan

Protection Act, as amended, or the Kentucky Revised Statutes ss.360.100, as

amended, the Florida Fair Lending Act, as amended, the Washington, DC Act, the

Home Loan Protection Act of 2002, as amended, the Home Ownership Security Act of

New Jersey, as amended, or the Home Loan Protection Act of New Mexico, as

amended, or under the applicable laws of the State of Maine, codified as Maine

Laws 2003, House Bill 383, as amended, the applicable laws of the State of

Nevada, codified as Nev. A.B. 284 (2003), as amended, the applicable laws of the

City of Los Angeles, codified as L.A. Mun. Code ss. 162.00 et seq., as amended,

or under the applicable laws of the City of New York, codified as N.Y. City Bill

67-A (2002), (ii) is not a "home loan" as defined in the City of Oakland,

California Ordinance 12361, (iii) is not a subsection 10 mortgage under the

Oklahoma Home Ownership and Equity Protection Act, (iv) is not a High-Risk Home

Loan as defined in Illinois High Risk Home Loan Act 93-561 and (v) is not a

"High Cost Loan" or a "Covered Loan," as applicable (as such terms are defined

in Appendix E to the Standard & Poor's Glossary For File Format For LEVELS(R)

Version 5.6 Revised (attached hereto as Exhibit A)); provided that no

representation or warranty is made in this clause (dd)(v) with respect to 0.60%

and 0.06% of the Mortgage Loans (in each case by outstanding principal balance

as of the Cut-Off Date), respectively, secured by property located in the States

of Kansas or West Virginia, respectively.

(ee) The Mortgage Loan, if originated after October 1, 2002, and before

March 7, 2003, is not secured by Mortgaged Property in the State of Georgia.

SECTION 7.03 Repurchase. It is understood and agreed that the

representations and warranties set forth in Sections 7.01 and 7.02 shall survive

the sale of the Mortgage Loans to the Purchaser and delivery of the related

Mortgage Loan documents to the Purchaser or its designees and shall inure to the

benefit of the Purchaser, notwithstanding any restrictive or qualified

endorsement on any Mortgage Note or Assignment or the examination of any

Mortgage File. Upon discovery by the Seller or the Purchaser of a breach of the

representations and warranties made by the Seller, or upon the occurrence of a

Repurchase Event, in either case which materially and adversely affects

interests of the Purchaser or its assignee in any Mortgage Loan, the party

discovering such breach or occurrence shall give prompt written notice to each

of the other parties. If the substance of any representation or warranty has

been breached, the repurchase obligation set forth in the provisions of this

Section 7.03 shall apply notwithstanding any qualification as to the knowledge

of the Seller. Following discovery or receipt of notice of any such breach of a

representation or warranty made by the Seller or the occurrence of a Repurchase

Event, the Seller shall either (i) cure such breach in all material respects

within 90 days from the date such Person was notified of such breach or (ii)

<PAGE>

repurchase such Mortgage Loan at the related Purchase Price within 90 days from

the date such Person was notified of such breach; provided, however, that 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; and provided further that if the breach or

occurrence 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 earlier of the date the breach

was discovered or receipt of notice of any such breach. In the event that any

such breach shall involve any representation or warranty set forth in Section

7.01 or those relating to the Mortgage Loans or a portion thereof in the

aggregate, and such breach cannot be cured within ninety days of the earlier of

either discovery by or notice to the Seller of such breach, all Mortgage Loans

affected by the breach shall, at the option of the Purchaser, be repurchased by

the Seller at the Purchase Price or substituted in accordance with this Section

7.03. If the Seller elects to substitute a Qualified Substitute Mortgage Loan or

Loans for a Deleted Mortgage Loan pursuant to this Section 7.03, such Person

shall deliver to the Custodian with respect to such Qualified Substitute

Mortgage Loan or Loans, the original Mortgage Note endorsed as required by

Section 6, and the Seller shall 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 6, and such other documents

and agreements as are required to be held by the Servicer pursuant to Section 6.

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. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans

shall be subject to the terms of this Agreement in all respects, and the Seller

shall be deemed to have made the representations and warranties contained in

this Agreement with respect to the Qualified Substitute Mortgage Loan or Loans

and that such Mortgage Loans so substituted are Qualified Substitute Mortgage

Loans as of the date of substitution. In furtherance of the foregoing, if the

Seller repurchases or substitutes a Mortgage Loan and is no longer a member of

MERS and the Mortgage is registered on the MERS(R) System, the Purchaser, at the

expense of the Seller and without any right of reimbursement, shall cause MERS

to execute and deliver an assignment of the Mortgage in recordable form to

transfer the Mortgage from MERS to the Seller, and shall cause such Mortgage to

be removed from registration on the MERS(R) System in accordance with MERS'

rules and regulations.

In the event of a repurchase by the Seller pursuant to this Section

7.03, the Purchaser shall (i) forward or cause to be forwarded the Mortgage File

for the related Mortgage Loan to the Seller which shall include the Mortgage

Note endorsed without recourse to the Seller or its designee, (ii) cause the

Servicer to release to the Seller any remaining documents in the related

Mortgage File which are held by the Servicer, and (iii) forward or cause to be

forwarded an assignment in favor of the Seller, or its designee of the Mortgage

in recordable form and acceptable to the Seller in form and substance and such

other documents or instruments of transfer or assignment as may be necessary to

vest in the Seller or its respective designee title to any such Mortgage Loan

<PAGE>

(or with respect to any Mortgage registered on the MERS(R) System, if the Seller

is still a member of MERS, the Purchaser shall cause MERS to show the Seller as

the owner of record). The Purchaser shall cause the related Mortgage File to be

forwarded to the Seller immediately after receipt of the related Purchase Price

by wire transfer of immediately available funds to an account specified by the

Purchaser.

It is understood and agreed that the obligation of the Seller to cure

such breach or purchase (or to substitute for) such Mortgage Loan as to which

such a breach has occurred and is continuing shall constitute the sole remedy

respecting such breach available to the Purchaser or the Trustee on behalf of

the Certificateholders.

SECTION 8. Notices. All demands, notices and communications hereunder

shall be in writing and shall be deemed to have been duly given when deposited,

postage prepaid, in the United States mail, if mailed by registered or certified

mail, return receipt requested, or when received, if delivered by private

courier to another party, at the related address shown on the first page hereof,

or such other address as may hereafter be furnished to the parties by like

notice.

SECTION 9. Severability of Provisions. Any provision of this Agreement

which is prohibited or unenforceable or is held to be void or unenforceable in

any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of

such prohibition or unenforceability without invalidating the remaining

provisions hereof, and any such prohibition or unenforceability in any

jurisdiction as to any Mortgage Loan shall not invalidate or render

unenforceable such provision in any other jurisdiction. To the extent permitted

by applicable law, the parties hereto waive any provision of law which prohibits

or renders void or unenforceable any provision hereof.

SECTION 10. Counterparts; Entire Agreement. This Agreement may be

executed simultaneously in any number of counterparts. Each counterpart shall be

deemed to be an original, and all such counterparts shall constitute one and the

same instrument. This Agreement is the entire agreement between the parties

relating to the subject matter hereof and supersedes any prior agreement or

communications between the parties.

SECTION 11. Place of Delivery and Governing Law. This Agreement shall be

deemed in effect when counterparts hereof have been executed by each of the

parties hereto. This Agreement shall be deemed to have been made in the State of

New York. This Agreement shall be 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 the laws of the State of New

York, without giving effect to its conflict of law rules.

SECTION 12. Successors and Assigns; Assignment of Agreement. This

Agreement shall bind and inure to the benefit of and be enforceable by the

parties hereto and their respective successors and assigns; provided that this

Agreement may not be assigned, pledged or hypothecated by the Seller to a third

party without the prior written consent of the Purchaser.

SECTION 13. Waivers; Other Agreements. No term or provision of this

Agreement may be waived or modified unless such waiver or modification is in

writing and signed by the party against whom such waiver or modification is

sought to be enforced.

<PAGE>

SECTION 14. Survival. The provisions of this Agreement shall survive the

Closing Date and the delivery of the Mortgage Loans, and for so long thereafter

as is necessary (including, subsequent to the assignment of the Mortgage Loans)

to permit the parties to exercise their respective rights or perform their

respective obligations hereunder.

<PAGE>

IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names

to be signed hereto by their respective officers thereunto duly authorized as of

the date first above written.

GMAC MORTGAGE CORPORATION, as Seller

By:____________________________

Name:

Title:

RESIDENTIAL ASSET MORTGAGE PRODUCTS,

INC., as Purchaser

By:_____________________________

Name:

Title:

<PAGE>

SCHEDULE I

MORTGAGE LOAN SCHEDULE

(ATTACHED HERETO)

<TABLE>

LOAN_ID ORIGINAL_LOAN_AMOUNT MONTHLY_P_AND_I PURPOSE

NOTE_DATE ISSUE_DATE_BALAN

PROP_STATE PAID_TO_DATE

PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE

LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IN

0568848006 $124,800.00 $778.59 PURCHASE

GA 06/29/2004 $124,684.41 07/01/2004

30189 08/01/2004 6.375 STATED INCOME

80 SINGLE FAMILY PRIMARY N

0567185202 $136,800.00 $910.14 PURCHASE

PA 05/14/2004 $136,575.07 07/01/2004

18336 07/01/2004 7 STATED INCOME

80 SINGLE FAMILY PRIMARY N

0600997618 $144,000.00 $970.15 PURCHASE

AZ 06/01/2004 $143,769.02 07/01/2004

85711 07/01/2004 7.125 STANDARD

80 SINGLE FAMILY PRIMARY N

0568839500 $176,000.00 $1,083.67 PURCHASE

TX 06/24/2004 $175,833.00 07/01/2004

77084 08/01/2004 6.25 STATED INCOME

80 SINGLE FAMILY PRIMARY N

0567473400 $212,000.00 $1,271.05 REFINANCE

CA 06/22/2004 $211,788.95 07/01/2004

95363 08/01/2004 6 STANDARD

80 SINGLE FAMILY PRIMARY N

0566017109 $225,900.00 $1,390.91 REFINANCE

CA 05/21/2004 $225,470.19 07/01/2004

91741 07/01/2004 6.25 STANDARD

46.1 SINGLE FAMILY PRIMARY N

0566985909 $227,500.00 $1,400.76 REFINANCE

AZ 06/11/2004 $227,284.14 07/01/2004

85501 08/01/2004 6.25 STATED INCOME

65 SINGLE FAMILY PRIMARY N

0564568202 $229,950.00 $1,305.64 REFINANCE

AL 04/09/2004 $229,106.87 07/01/2004

36305 06/01/2004 5.5 STANDARD

90 SINGLE FAMILY PRIMARY N

0567145503 $248,933.00 $1,512.55 REFINANCE

CA 06/18/2004 $248,691.05 07/01/2004

90247 08/01/2004 6.125 STATED INCOME

55.32 2-4 FAMILY PRIMARY N

0567156401 $279,311.00 $1,719.77 REFINANCE

CA 06/15/2004 $279,045.97 07/01/2004

90026 08/01/2004 6.25 STANDARD

68.12 CONDOMINIUM PRIMARY N

0567010202 $291,000.00 $1,721.38 REFINANCE

CA 05/20/2004 $290,405.16 07/01/2004

92253 07/01/2004 5.875 STATED INCOME

52.91 SINGLE FAMILY PRIMARY N

0600950312 $333,700.00 $1,894.72 PURCHASE

NJ 04/28/2004 $332,599.18 07/01/2004

08540 06/01/2004 5.5 STANDARD

77.6 PUD PRIMARY N

0600951012 $338,000.00 $1,945.72 REFINANCE

WI 06/11/2004 $337,638.66 07/01/2004

53072 08/01/2004 5.625 STANDARD

77.18 SINGLE FAMILY PRIMARY N

LOAN_ID ORIGINAL_LOAN_AMOUNT MONTHLY_P_AND_I PURPOSE

NOTE_DATE ISSUE_DATE_BALAN

PROP_STATE PAID_TO_DATE

PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE

LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IN

0654981285 $343,200.00 $2,002.83 PURCHASE

CA 05/14/2004 $342,481.62 07/01/2004

95356 07/01/2004 5.75 STANDARD

80 SINGLE FAMILY PRIMARY N

0600978838 $344,000.00 $2,007.49 REFINANCE

MA 05/05/2004 $343,279.96 07/01/2004

01740 07/01/2004 5.75 STANDARD

47.12 SINGLE FAMILY PRIMARY N

0601011749 $345,000.00 $1,986.01 REFINANCE

CA 03/30/2004 $343,888.34 07/01/2004

94015 06/01/2004 5.625 STANDARD

56.1 SINGLE FAMILY PRIMARY N

0655036443 $345,000.00 $2,180.64 REFINANCE

CA 06/07/2004 $344,688.11 07/01/2004

90808 08/01/2004 6.5 STANDARD

76.67 SINGLE FAMILY PRIMARY N

0567816004 $345,755.00 $2,045.28 REFINANCE

TX 05/24/2004 $345,048.23 07/01/2004

78624 07/01/2004 5.875 STREAMLINE

50.85 SINGLE FAMILY PRIMARY N

0702036327 $346,000.00 $1,964.55 REFINANCE

CT 05/03/2004 $345,240.83 07/01/2004

06488 07/01/2004 5.5 STANDARD

73.62 SINGLE FAMILY PRIMARY N

0600979774 $346,000.00 $2,046.72 REFINANCE

MA 05/11/2004 $345,292.75 07/01/2004

02478 07/01/2004 5.875 STANDARD

59.15 SINGLE FAMILY PRIMARY N

0565594207 $346,360.00 $1,966.60 REFINANCE

WA 05/28/2004 $345,600.03 07/01/2004

98390 07/01/2004 5.5 STREAMLINE

79.81 SINGLE FAMILY PRIMARY N

0702037146 $346,400.00 $2,021.50 PURCHASE

VA 05/05/2004 $345,674.93 07/01/2004

22310 07/01/2004 5.75 STANDARD

79.91 PUD PRIMARY N

0600957423 $348,000.00 $1,948.70 REFINANCE

IL 04/12/2004 $346,117.57 07/01/2004

60564 06/01/2004 5.375 STANDARD

42.96 PUD PRIMARY N

0600983929 $347,200.00 $2,109.62 REFINANCE

MA 05/14/2004 $346,523.37 07/01/2004

02026 07/01/2004 6.125 STANDARD

80 SINGLE FAMILY PRIMARY N

0565107802 $348,000.00 $1,975.91 PURCHASE

NJ 05/18/2004 $347,189.63 07/01/2004

07646 07/01/2004 5.5 STANDARD

80 SINGLE FAMILY PRIMARY N

0564897304 $348,500.00 $1,978.75 REFINANCE

NJ 04/12/2004 $347,350.37 07/01/2004

07960 06/01/2004 5.5 STREAMLINE

60.61 SINGLE FAMILY PRIMARY N

LOAN_ID ORIGINAL_LOAN_AMOUNT MONTHLY_P_AND_I PURPOSE

NOTE_DATE ISSUE_DATE_BALAN

PROP_STATE PAID_TO_DATE

PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE

LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IN

0600957973 $349,900.00 $1,986.69 PURCHASE

MA 05/03/2004 $349,132.28 07/01/2004

02184 07/01/2004 5.5 STANDARD

68.62 SINGLE FAMILY PRIMARY N

0600980508 $350,000.00 $2,042.51 REFINANCE

IL 05/24/2004 $349,166.91 07/01/2004

60543 07/01/2004 5.75 STANDARD

73.68 SINGLE FAMILY PRIMARY N

0654952967 $350,000.00 $2,014.80 PURCHASE

CA 05/06/2004 $349,249.90 07/01/2004

92886 07/01/2004 5.625 STANDARD

46.67 PUD PRIMARY N

0601005651 $350,000.00 $2,042.50 REFINANCE

IL 05/06/2004 $349,267.41 07/01/2004

60126 07/01/2004 5.75 STANDARD

65.67 SINGLE FAMILY PRIMARY N

0655001575 $350,000.00 $2,183.55 REFINANCE

CA 05/13/2004 $349,349.93 07/01/2004

91709 07/01/2004 6.375 STANDARD

75.27 PUD PRIMARY N

0601005013 $350,000.00 $2,155.02 PURCHASE

CA 06/17/2004 $349,667.90 07/01/2004

92374 08/01/2004 6.25 STANDARD

63.85 PUD PRIMARY N

0566244000 $350,400.00 $2,017.11 REFINANCE

CA 05/12/2004 $349,649.02 07/01/2004

94566 07/01/2004 5.625 STREAMLINE

45.21 SINGLE FAMILY PRIMARY N

0600978715 $352,000.00 $2,054.18 PURCHASE

MA 05/14/2004 $351,263.22 07/01/2004

01945 07/01/2004 5.75 STANDARD

80 SINGLE FAMILY PRIMARY N

0600980501 $352,500.00 $2,029.19 REFINANCE

CO 05/05/2004 $351,744.54 07/01/2004

80513 07/01/2004 5.625 STANDARD

70.5 PUD PRIMARY N

0600985231 $355,000.00 $2,099.96 PURCHASE

VA 03/30/2004 $353,541.58 07/01/2004

22079 05/01/2004 5.875 STANDARD

71.72 PUD INVESTMENT N

0600977962 $355,000.00 $2,128.40 PURCHASE

WV 04/23/2004 $353,934.49 07/01/2004

25443 06/01/2004 6 STANDARD

55.04 SINGLE FAMILY PRIMARY N

0564468700 $356,332.00 $2,023.22 PURCHASE

MI 05/17/2004 $355,550.15 07/01/2004

48188 07/01/2004 5.5 STANDARD

80 SINGLE FAMILY PRIMARY N

0600978139 $356,250.00 $2,107.35 PURCHASE

NJ 06/30/2004 $355,886.79 07/01/2004

07747 08/01/2004 5.875 STANDARD

95 SINGLE FAMILY PRIMARY N

LOAN_ID ORIGINAL_LOAN_AMOUNT MONTHLY_P_AND_I PURPOSE

NOTE_DATE ISSUE_DATE_BALAN

PROP_STATE PAID_TO_DATE

PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE

LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IN

0567991906 $356,315.00 $2,193.90 REFINANCE

MI 06/11/2004 $355,976.91 07/01/2004

48306 08/01/2004 6.25 STANDARD

67.36 SINGLE FAMILY PRIMARY N

0564960805 $357,450.00 $2,029.57 REFINANCE

IL 05/17/2004 $356,665.69 07/01/2004

60015 07/01/2004 5.5 STREAMLINE

79.43 SINGLE FAMILY PRIMARY N

0600973243 $358,400.00 $2,091.53 REFINANCE

FL 05/13/2004 $357,649.81 07/01/2004

33928 07/01/2004 5.75 STANDARD

79.64 SINGLE FAMILY PRIMARY N

0702036295 $359,200.00 $2,039.50 PURCHASE

WA 04/14/2004 $358,015.08 07/01/2004

98020 06/01/2004 5.5 STANDARD

80 SINGLE FAMILY PRIMARY N

0600979368 $359,000.00 $2,095.03 REFINANCE

MA 05/06/2004 $358,248.56 07/01/2004

02043 07/01/2004 5.75 STANDARD

27.94 SINGLE FAMILY PRIMARY N

0565775806 $360,000.00 $2,044.05 PURCHASE

TX 05/14/2004 $359,017.22 07/01/2004

78209 07/01/2004 5.5 STANDARD

80 SINGLE FAMILY PRIMARY N

0600994730 $360,000.00 $2,100.86 PURCHASE

VA 05/21/2004 $359,246.48 07/01/2004

23221 07/01/2004 5.75 STANDARD

80 SINGLE FAMILY PRIMARY N

0567934906 $360,000.00 $2,158.39 PURCHASE

CT 05/28/2004 $359,281.43 07/01/2004

06478 07/01/2004 6 STANDARD

80 SINGLE FAMILY PRIMARY N

0567091608 $360,000.00 $2,187.40 REFINANCE

NJ 05/18/2004 $359,298.41 07/01/2004

07047 07/01/2004 6.125 STANDARD

78.6 2-4 FAMILY PRIMARY N

0600995081 $360,000.00 $2,305.12 REFINANCE

MA 05/27/2004 $359,363.01 07/01/2004

02038 07/01/2004 6.625 STANDARD

64.29 SINGLE FAMILY PRIMARY N

0600996943 $361,000.00 $2,078.12 REFINANCE

CA 04/01/2004 $359,585.60 07/01/2004

95124 06/01/2004 5.625 STANDARD

41.73 SINGLE FAMILY PRIMARY N

0685386103 $360,000.00 $2,072.37 REFINANCE

CA 06/04/2004 $359,615.13 07/01/2004

94534 08/01/2004 5.625 STANDARD

74.23 SINGLE FAMILY PRIMARY N

0567692801 $360,000.00 $2,158.39 PURCHASE

CA 06/28/2004 $359,641.61 07/01/2004

95403 08/01/2004 6 STANDARD

80 SINGLE FAMILY PRIMARY N

LOAN_ID ORIGINAL_LOAN_AMOUNT MONTHLY_P_AND_I PURPOSE

NOTE_DATE ISSUE_DATE_BALAN

PROP_STATE PAID_TO_DATE

PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE

LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IN

0600963980 $360,000.00 $2,044.04 REFINANCE

MA 06/30/2004 $359,605.96 07/01/2004

02081 08/01/2004 5.5 STANDARD

69.5 SINGLE FAMILY PRIMARY N

0600995446 $363,000.00 $2,032.70 REFINANCE

CA 04/15/2004 $361,774.25 07/01/2004

94043 06/01/2004 5.375 STANDARD

69.14 PUD PRIMARY N

0601005627 $363,600.00 $2,150.83 REFINANCE

GA 05/06/2004 $362,856.78 07/01/2004

30331 07/01/2004 5.875 STANDARD

73.45 PUD PRIMARY N

0567003405 $364,000.00 $2,095.39 PURCHASE

CO 05/26/2004 $363,219.90 07/01/2004

80921 07/01/2004 5.625 STANDARD

80 PUD PRIMARY N

0655031436 $364,000.00 $2,241.22 REFINANCE

CA 05/24/2004 $363,307.42 07/01/2004

92880 07/01/2004 6.25 STANDARD

78.28 SINGLE FAMILY PRIMARY N

0601000808 $364,628.00 $2,099.01 REFINANCE

FL 05/04/2004 $363,453.08 07/01/2004

33027 06/01/2004 5.625 STANDARD

77.58 PUD PRIMARY N

0600970300 $364,500.00 $2,069.59 REFINANCE

AZ 05/21/2004 $363,700.25 07/01/2004

85749 07/01/2004 5.5 STANDARD

50.98 PUD PRIMARY N

0655027003 $364,500.00 $2,244.29 REFINANCE

CA 05/29/2004 $364,154.15 07/01/2004

95377 08/01/2004 6.25 STANDARD

90 SINGLE FAMILY PRIMARY N

0654993818 $365,000.00 $2,159.12 REFINANCE

CA 05/05/2004 $364,253.90 07/01/2004

91320 07/01/2004 5.875 STANDARD

73.74 PUD PRIMARY N

0567395405 $365,000.00 $2,217.78 REFINANCE

PA 05/17/2004 $364,288.67 07/01/2004

19087 07/01/2004 6.125 STANDARD

57.94 SINGLE FAMILY PRIMARY N

0600980437 $366,000.00 $2,135.88 REFINANCE

MD 04/21/2004 $364,848.11 07/01/2004

20832 06/01/2004 5.75 STANDARD

66.55 SINGLE FAMILY PRIMARY N

0601007565 $365,600.00 $2,191.96 PURCHASE

AZ 05/13/2004 $364,870.26 07/01/2004

85748 07/01/2004 6 STANDARD

68.98 PUD PRIMARY N

0702038165 $365,600.00 $2,221.42 PURCHASE

MD 06/30/2004 $365,244.66 07/01/2004

20902 08/01/2004 6.125 STANDARD

80 SINGLE FAMILY PRIMARY N

LOAN_ID ORIGINAL_LOAN_AMOUNT MONTHLY_P_AND_I PURPOSE

NOTE_DATE ISSUE_DATE_BALAN

PROP_STATE PAID_TO_DATE

PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE

LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IN

0600959385 $367,000.00 $2,083.79 REFINANCE

MA 05/24/2004 $366,194.74 07/01/2004

01516 07/01/2004 5.5 STANDARD

84.37 SINGLE FAMILY PRIMARY N

0600928039 $367,500.00 $2,115.54 REFINANCE

AZ 06/10/2004 $367,107.12 07/01/2004

85718 08/01/2004 5.625 STANDARD

70 SINGLE FAMILY PRIMARY N

0565859501 $368,000.00 $2,147.55 REFINANCE

NH 05/06/2004 $367,229.72 07/01/2004

03036 07/01/2004 5.75 STANDARD

80 SINGLE FAMILY PRIMARY N

0702039815 $367,920.00 $2,235.52 PURCHASE

VA 06/14/2004 $367,562.41 07/01/2004

20105 08/01/2004 6.125 STANDARD

80 SINGLE FAMILY PRIMARY N

0702036372 $369,000.00 $2,095.14 PURCHASE

TX 04/20/2004 $367,782.77 07/01/2004

78045 06/01/2004 5.5 STANDARD

90 SINGLE FAMILY PRIMARY N

0702036729 $369,000.00 $2,153.38 PURCHASE

VA 04/28/2004 $367,838.69 07/01/2004

20165 06/01/2004 5.75 STANDARD

90 PUD PRIMARY N

0567395207 $369,000.00 $2,242.09 REFINANCE

PA 06/04/2004 $368,641.35 07/01/2004

19061 08/01/2004 6.125 STANDARD

73.8 SINGLE FAMILY PRIMARY N

0702036753 $369,700.00 $2,099.12 REFINANCE

MI 05/12/2004 $368,888.82 07/01/2004

48130 07/01/2004 5.5 STANDARD

78.66 CONDOMINIUM PRIMARY N

0600977661 $370,000.00 $2,159.22 REFINANCE

MA 05/07/2004 $369,225.55 07/01/2004

02493 07/01/2004 5.75 STANDARD

33.64 SINGLE FAMILY PRIMARY N

0655004140 $370,000.00 $2,218.34 REFINANCE

CA 05/07/2004 $369,261.48 07/01/2004

92804 07/01/2004 6 STANDARD

74 SINGLE FAMILY PRIMARY N

0600967712 $370,450.00 $2,103.37 REFINANCE

CA 04/19/2004 $369,228.00 07/01/2004

92845 06/01/2004 5.5 STANDARD

70.7 SINGLE FAMILY PRIMARY N

0557748308 $370,000.00 $2,338.66 REFINANCE

PA 06/08/2004 $369,665.51 07/01/2004

19027 08/01/2004 6.5 STANDARD

80 SINGLE FAMILY PRIMARY N

0655051908 $370,000.00 $2,369.16 REFINANCE

CA 06/07/2004 $369,673.55 07/01/2004

95762 08/01/2004 6.625 STANDARD

79.14 PUD PRIMARY N

LOAN_ID ORIGINAL_LOAN_AMOUNT MONTHLY_P_AND_I PURPOSE

NOTE_DATE ISSUE_DATE_BALAN

PROP_STATE PAID_TO_DATE

PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE

LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IN

0601006458 $370,000.00 $2,278.15 REFINANCE

AZ 06/18/2004 $369,648.93 07/01/2004

85308 08/01/2004 6.25 STANDARD

76.92 PUD PRIMARY N

0567222906 $371,000.00 $2,165.06 PURCHASE

CA 05/19/2004 $369,970.63 07/01/2004

94513 07/01/2004 5.75 STANDARD

75.3 SINGLE FAMILY PRIMARY N

0565852704 $372,000.00 $2,112.18 REFINANCE

NJ 05/13/2004 $371,183.77 07/01/2004

07080 07/01/2004 5.5 STANDARD

75.92 SINGLE FAMILY PRIMARY N

0600981380 $372,000.00 $2,170.89 PURCHASE

PA 05/12/2004 $371,221.36 07/01/2004

19038 07/01/2004 5.75 STANDARD

80 SINGLE FAMILY PRIMARY N

0601013561 $372,000.00 $2,351.29 REFINANCE

CA 05/20/2004 $371,325.60 07/01/2004

92084 07/01/2004 6.5 STANDARD

80 SINGLE FAMILY PRIMARY N

0600980383 $372,500.00 $2,263.35 REFINANCE

MD 05/12/2004 $371,472.52 07/01/2004

20832 07/01/2004 6.125 STANDARD

56.02 PUD PRIMARY N

0565879806 $372,400.00 $2,323.30 PURCHASE

MA 07/01/2004 $372,055.08 07/01/2004

01460 08/01/2004 6.375 STANDARD

67.71 SINGLE FAMILY PRIMARY N

0567338207 $372,720.00 $2,145.59 PURCHASE

WI 06/04/2004 $372,321.54 07/01/2004

53072 08/01/2004 5.625 RELOCATION

80 SINGLE FAMILY PRIMARY N

0702036323 $373,675.00 $2,121.69 REFINANCE

PA 04/23/2004 $372,442.33 07/01/2004

17013 06/01/2004 5.5 STANDARD

61.36 SINGLE FAMILY PRIMARY N

0565316205 $374,000.00 $2,123.54 REFINANCE

MI 05/10/2004 $372,766.25 07/01/2004

48360 06/01/2004 5.5 SELECT

62.02 SINGLE FAMILY PRIMARY N

0600985405 $374,000.00 $2,212.35 PURCHASE

MO 05/20/2004 $373,235.51 07/01/2004

63025 07/01/2004 5.875 STANDARD

80 PUD PRIMARY N

0601011691 $375,000.00 $2,218.27 PURCHASE

CA 05/19/2004 $374,233.47 07/01/2004

92841 07/01/2004 5.875 STANDARD

66.96 PUD PRIMARY N

0655017184 $375,200.00 $2,279.76 PURCHASE

AZ 06/29/2004 $374,835.32 07/01/2004

85086 08/01/2004 6.125 STANDARD

80 PUD SECOND HOME N

LOAN_ID ORIGINAL_LOAN_AMOUNT MONTHLY_P_AND_I PURPOSE

NOTE_DATE ISSUE_DATE_BALAN

PROP_STATE PAID_TO_DATE

PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE

LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IN

0600979302 $375,900.00 $2,223.59 PURCHASE

MA 06/01/2004 $375,131.63 07/01/2004

02453 07/01/2004 5.875 STANDARD

80 SINGLE FAMILY PRIMARY N

0601009150 $376,500.00 $2,197.15 REFINANCE

CA 05/12/2004 $375,711.94 07/01/2004

94541 07/01/2004 5.75 STANDARD

68.45 SINGLE FAMILY PRIMARY N

0600985916 $377,000.00 $2,200.07 REFINANCE

MI 05/04/2004 $375,813.50 07/01/2004

48451 06/01/2004 5.75 STANDARD

79.7 SINGLE FAMILY PRIMARY N

0600964001 $380,000.00 $2,157.60 REFINANCE

MA 04/15/2004 $378,746.48 07/01/2004

02482 06/01/2004 5.5 STANDARD

47.5 SINGLE FAMILY PRIMARY N

0565428208 $380,000.00 $2,187.50 REFINANCE

MI 05/06/2004 $378,771.05 07/01/2004

48442 06/01/2004 5.625 SELECT

80 CONDOMINIUM PRIMARY N

0565528205 $380,525.00 $2,190.52 REFINANCE

MI 05/05/2004 $378,876.93 07/01/2004

48170 06/01/2004 5.625 STANDARD

68.07 SINGLE FAMILY PRIMARY N

0600969226 $380,000.00 $2,187.49 REFINANCE

MA 05/03/2004 $379,072.58 07/01/2004

01886 07/01/2004 5.625 STANDARD

51.35 SINGLE FAMILY PRIMARY N

0702037204 $380,000.00 $2,217.58 PURCHASE

DE 05/14/2004 $379,104.12 07/01/2004

19930 07/01/2004 5.75 STANDARD

80 PUD PRIMARY N

0565446606 $380,000.00 $2,127.90 PURCHASE

NJ 05/07/2004 $379,146.46 07/01/2004

08833 07/01/2004 5.375 STANDARD

70.37 SINGLE FAMILY PRIMARY N

0685378756 $380,000.00 $2,187.50 REFINANCE

CA 05/18/2004 $379,185.60 07/01/2004

94572 07/01/2004 5.625 STANDARD

80 SINGLE FAMILY PRIMARY N

0654978586 $380,000.00 $2,217.58 PURCHASE

CA 05/03/2004 $379,204.60 07/01/2004

92845 07/01/2004 5.75 STANDARD

69.09 SINGLE FAMILY PRIMARY N

0567278502 $380,000.00 $2,247.85 REFINANCE

CA 05/13/2004 $379,223.24 07/01/2004

95638 07/01/2004 5.875 STANDARD

60.32 SINGLE FAMILY PRIMARY N

0567169107 $380,000.00 $2,247.85 REFINANCE

CA 05/24/2004 $379,223.24 07/01/2004

94951 07/01/2004 5.875 STANDARD

66.09 SINGLE FAMILY PRIMARY N

LOAN_ID ORIGINAL_LOAN_AMOUNT MONTHLY_P_AND_I PURPOSE

NOTE_DATE ISSUE_DATE_BALAN

PROP_STATE PAID_TO_DATE

PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE

LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IN

&nb