POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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GMACM Mortgage Pass-Throu | JPMORGAN CHASE BANK, N.A | GMAC MORTGAGE CORPORATION | RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 1/14/2005

POOLING AND SERVICING AGREEMENT, Parties: gmacm mortgage pass-throu , jpmorgan chase bank n.a , gmac mortgage corporation , residential asset mortgage products inc

EXECUTION COPY

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RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,

Company,

GMAC MORTGAGE CORPORATION,

Servicer

and

JPMORGAN CHASE BANK, N.A.,

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of December 30, 2004

GMACM Mortgage Loan Trust 2004-J6

Residential Asset Mortgage Products, Inc.

GMACM Mortgage Pass-Through Certificates, Series 2004-J6

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<TABLE>

TABLE OF CONTENTS

PAGE

<S> <C>

ARTICLE I DEFINITIONS...............................................................1

Section 1.01. Definitions.......................................................1

Section 1.02. Use of Words and Phrases.........................................39

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES..........39

Section 2.01. Conveyance of Mortgage Loans.....................................39

Section 2.02. Acceptance by Trustee............................................43

Section 2.03. Representations, Warranties and Covenants of the Servicer........44

Section 2.04. Representations and Warranties of the Seller.....................45

Section 2.05. Execution and Authentication of Certificates.....................47

Section 2.06. Purposes and Powers of the Trust Fund............................47

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...........................47

Section 3.01. Servicer to Act as Servicer......................................47

Section 3.02. Subservicing Agreements Between Servicer and Subservicers;

Enforcement of Subservicers' and Seller's Obligations............49

Section 3.03. Successor Subservicers...........................................49

Section 3.04. Liability of the Servicer........................................49

Section 3.05. No Contractual Relationship Between Subservicer and Trustee

or Certificateholders............................................49

Section 3.06. Assumption or Termination of Subservicing Agreements by

Trustee..........................................................50

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

Custodial Account................................................50

Section 3.08. Subservicing Accounts; Servicing Accounts........................52

Section 3.09. Access to Certain Documentation and Information Regarding

the Mortgage Loans...............................................53

Section 3.10. Permitted Withdrawals from the Custodial Account.................54

Section 3.11. Maintenance of the Primary Insurance Policies; Collections

Thereunder.......................................................55

Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity

Coverage.........................................................56

Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and

Modification Agreements; Certain Assignments.....................58

Section 3.14. Realization Upon Defaulted Mortgage Loans........................59

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Section 3.15. Trustee to Cooperate; Release of Mortgage Notes..................62

Section 3.16. Servicing and Other Compensation; Compensating Interest..........64

Section 3.17. Periodic Filings with the Securities and Exchange

Commission; Additional Information...............................64

Section 3.18. Annual Statement as to Compliance................................65

Section 3.19. Annual Independent Public Accountants' Servicing Report..........66

Section 3.20. Rights of the Company in Respect of the Servicer.................66

Section 3.21. Administration of Buydown Funds..................................66

Section 3.22. Advance Facility.................................................67

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS...........................................68

Section 4.01. Payment Account..................................................68

Section 4.02. Distributions....................................................69

Section 4.03. Statements to Certificateholders.................................79

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

Advances by the Servicer.........................................80

Section 4.05. Allocation of Realized Losses....................................81

Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property....83

Section 4.07. Optional Purchase of Defaulted Mortgage Loans....................83

Section 4.08. Determination of LIBOR...........................................84

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

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

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

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

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

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

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

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

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

Section 6.02. Merger or Consolidation of the Company or the Servicer;

Assignment of Rights and Delegation of Duties by Servicer........94

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

Others...........................................................95

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Section 6.04. Company and Servicer Not to Resign...............................96

ARTICLE VII DEFAULT..................................................................96

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

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

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

Section 7.04. Waiver of Events of Default......................................99

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

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

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

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

Section 8.04. Trustee May Own Certificates....................................103

Section 8.05. Servicer to Pay Trustee's Fees and Expenses; Indemnification....103

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

Section 8.07. Resignation and Removal of the Trustee..........................104

Section 8.08. Successor Trustee...............................................105

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

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

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

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

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

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

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

All Mortgage Loans..............................................109

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

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

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

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

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

Section 10.04. Distributions on Uncertificated REMIC I Regular Interests,

REMIC II Regular Interests, and REMIC III Regular Interests.....116

Section 10.05. Compliance with Withholding Requirements........................118

ARTICLE XI MISCELLANEOUS PROVISIONS................................................118

iii

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Section 11.01. Amendment.......................................................118

Section 11.02. Recordation of Agreement; Counterparts..........................120

Section 11.03. Limitation on Rights of Certificateholders......................121

Section 11.04. Governing Law...................................................121

Section 11.05. Notices.........................................................121

Section 11.06. Required Notices to Rating Agency and Subservicer...............122

Section 11.07. Severability of Provisions......................................123

Section 11.08. Supplemental Provisions for Resecuritization....................123

Section 11.09. Allocation of Voting Rights.....................................124

Section 11.10. Non-Petition....................................................124

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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-1: Mortgage Loan Schedule for Loan Group 1

Exhibit E-2: Mortgage Loan Schedule for Loan Group 2

Exhibit F: Form of Request for Release

Exhibit G-1: Form of Transfer Affidavit and Agreement

Exhibit G-2: Form of Transferor Certificate

Exhibit H: Form of Investor Representation Letter

Exhibit I: Form of Transferor Representation Letter

Exhibit J: Form of Rule 144A Investment Representation Letter

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

Exhibit L: Schedule of Discount Fractions

Exhibit M: Information to be Included in Monthly Distribution Date

Statement

Exhibit N: Form of Custodian Certification

Exhibit O-1 Form of Form 10-K Certification

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

<PAGE>

This is the Pooling and Servicing Agreement, dated as of December 30,

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, N.A., a national banking association, as Trustee (together

with its permitted successors and assigns, the "Trustee").

PRELIMINARY STATEMENT:

The Company intends to sell mortgage pass-through certificates

(collectively, the "Certificates"), to be issued hereunder in multiple classes,

which in the aggregate will evidence the entire beneficial ownership interest in

the Mortgage Loans (as 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.

<PAGE>

<TABLE>

INITIAL RELATED LOAN

REMIC I REMIC I UNCERTIFICATED LATEST POSSIBLE GROUP/CLASS OF

REGULAR INTERESTS REMITTANCE RATE BALANCE MATURITY DATE1 CERTIFICATES

Class 1-A 5.00% $385.07 February 25, 2035 Loan Group 1

Class 2-A 5.50% $630.35 February 25, 2035 Loan Group 2

Class PO 0.00% $1,850,011.00 February 25, 2035 Class PO

Class IO 2 February 25, 2035 Class IO

Class 1-ZZZ 5.00% $154,029,217.44 February 25, 2035 Loan Group 1

Class 2-ZZZ 5.50% $252,135,885.20 February 25, 2035 Loan Group 2

R-1 Interest 5.50% $67.00 February 25, 2035 Loan Group 2

</TABLE>

_____________

1 Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury

regulations, the Distribution Date immediately following the maturity

date for the Mortgage Loan with the latest maturity date has been

designated as the "latest possible maturity date" for each REMIC I

Regular Interest.

2 With respect to any Distribution Date, the weighted average of the Pool

Strip Rates with respect to the Premium 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 Premium Mortgage Loans

immediately prior to such Distribution Date.

<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, the REMIC II Remittance Rate, the initial Uncertificated Balance,

and solely for purposes of satisfying Treasury Regulation Section

1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC

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

certificated.

<PAGE>

<TABLE>

REMIC II REMIC II Initial Latest Related

Regular Remittance Uncertificated Possible Class of

Interests Rate Balance Maturity Date (1) Certificates

_______________ ___________ _________________ __________________ _____________

Class 1-A-1 5.00% $150,238,710.00 January 25, 2020 Class 1-A-1

Class 2-A-1 5.25% $148,359,556.00 February 25, 2035 Class 2-A-1

Class 2-A-2 5.25% $26,500,000.00 February 25, 2035 Class 2-A-2

Class 2-A-3 5.50% $21,981,010.00 February 25, 2035 Class 2-A-3

Class 2-A-4 5.50% $25,000,000.00 February 25, 2035 Class 2-A-4

Class 2-A-5 7.50% $21,857,444.00 February 25, 2035 Class 2-A-5

Class 2-A-6

Class 2-A-7 5.50% $2,233,000.00 February 25, 2035 Class 2-A-7

Class R-2 5.50% $33.00 January 25, 2035 Class R-III

Regular Interest

Class M-1 Variable Rate(2) $5,508,200.00 February 25, 2035 Class M-1

Class M-2 Variable Rate(2) $1,836,000.00 February 25, 2035 Class M-2

Class M-3 Variable Rate(2) $1,020,000.00 February 25, 2035 Class M-3

Class B-1 Variable Rate(2) $612,000.00 February 25, 2035 Class B-1

Class B-2 Variable Rate(2) $408,000.00 February 25, 2035 Class B-2

<PAGE>

REMIC II REMIC II Initial Latest Related

Regular Remittance Uncertificated Possible Class of

Interests Rate Balance Maturity Date (1) Certificates

_______________ ___________ _________________ __________________ _____________

Class B-3 Variable Rate(2) $612,198.70 February 25, 2035 Class B-3

Class IO (3) $0.00 February 25, 2035 Class IO

Class PO 0.00% $1,850,011.00 February 25, 2035 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 II

Regular Interest.

2 With respect to the Class M and Class B Certificates and any

Distribution Date, a rate equal to the weighted average of 5.00 % and

5.50% per annum, weighted on the basis of the aggregate Stated Principal

Balance, of the Group 1 and Group 2 Loans (other than the related

Discount Fraction of such Stated Principal Balance with respect to each

Discount Mortgage Loan), in each case after subtracting the aggregate

Certificate Principal Balance of the Group 1 Certificates and Group 2

Certificates, respectively as of the day immediately preceding such

Distribution Date. The initial Pass-Through Rate for the Class M and

Class B Certificates shall be equal to 5.30981%. For federal income tax

purposes, however, the REMIC II Class M and Class B Regular Interests

will bear interest at a variable Pass-Through Rate equal to the weighted

average of the REMIC I Remittance Rates on REMIC I Regular Interests

Class 1-A and Class 2-A, immediately preceding the related Distribution

Date.

3 REMIC II Regular Interest Class IO will not have an Uncertificated

Principal Balance or Pass-Through Rate, but will be entitled to receive

100% of the interest payable with respect to REMIC I Regular Interest

Class IO.

<PAGE>

As provided herein, the REMIC Administrator will elect to treat the

segregated pool of assets consisting of the REMIC II Regular Interests as a

REMIC for federal income tax purposes, and such segregated pool of assets will

be designated as REMIC III. The Class R-III Certificates will represent the sole

class of "residual interests" in REMIC III for purposes of the REMIC Provisions

under federal income tax law. The following table irrevocably sets forth the

designation, remittance rate (the "REMIC III Remittance Rate") and Initial

Certificate Principal Balance for each of the "regular interests" in REMIC III

(the "REMIC III Regular Interests") and summarizes the terms of the Class R-I,

Class R-II and Class R-III Certificates. The "latest possible maturity date"

(determined solely for purposes of satisfying Treasury regulation Section

1.860G-1(a)(4)(iii)) for each REMIC III Regular Interest shall be the first

Distribution Date that follows the stated maturity date for the Mortgage Loan

included in the Trust Fund as of the Closing Date with the longest remaining

term to stated maturity.

<PAGE>

<TABLE>

PASS- AGGREGATE INITIAL

THROUGH CERTIFICATE FITCH/ MINIMUM

DESIGNATION RATE PRINCIPAL BALANCE FEATURES(1) MATURITY DATE MOODY'S DENOMINATIONS(2)

Class 1-A-1 5.00% $150,238,710.00 Senior/Fixed Rate January 25, 2020 AAA/Aaa $25,000.00

Class 2-A-1 5.25% $148,359,556.00 Senior/Fixed Rate February 25, AAA/Aaa $25,000.00

2035

Class 2-A-2 5.25% $26,500,000.00 Senior/Super February 25, AAA/Aaa $25,000.00

Senior/Lockout/Fixed 2035

Rate

Class 2-A-3 5.50% $21,981,010.00 Senior/Super February 25, AAA/Aaa $25,000.00

Senior/Fixed Rate 2035

Class 2-A-4 5.50% $25,000,000.00 Senior/Lockout/Fixed February 25, AAA/Aaa $25,000.00

Rate 2035

Class 2-A-5 Variable $21,857,444.00 Senior/Floater/Super February 25, AAA/Aaa $25,000.00

Rate(3) Senior/Variable 2035

Rate

Class 2-A-6 Variable $0.00(5) Senior/Inverse February 25, AAA/Aaa (6)

Rate(4) Floater/Interest 2035

Only/Variable Rate

Class 2-A-7 5.50% $2,233,000.00 Senior/Senior February 25, AAA/Aa1 $25,000.00

Support/Lockout/Fixed 2035

Rate

Class IO Variable $0.00(8) Senior/Interest February 25, AAA/Aaa (9)

Rate(7) Only/Variable Rate 2035

Class PO 0.00% $1,850,011.00 Senior/Principal February 25, AAA/Aaa

Only 2035

Class R-I 5.50% $33.00 Senior/Residual/Fixed February 25, AAA/Aaa (10)

Rate 2035

Class R-II 5.50% $33.00 Senior/Residual/Fixed February 25, AAA/Aaa

Rate 2035

Class R-III 5.50% $34.00 Senior/Residual/Fixed February 25, AAA/Aaa

Rate 2035

Class M-1 Variable $5,508,200.00 Mezzanine/Variable February 25, AA/NA $25,000.00

Rate(11) 2035

Class M-2 Variable $1,836,000.00 Mezzanine/Variable February 25, A/NA $250,000.00

Rate(11) 2035

Class M-3 Variable $1,020,000.00 Mezzanine/Variable February 25, BBB/NA $250,000.00

Rate(11) 2035

Class B-1 Variable $612,000.00 Subordinate/Variable February 25, BB/NA $250,000.00

Rate(11) 2035

Class B-2 Variable $408,000.00 Subordinate/Variable February 25, B/NA $250,000.00

Rate(11) 2035

Class B-3 Variable $612,198.70 Subordinate/Variable February 25, NA/NA $250,000.00

Rate(11) 2035

</TABLE>

________________

1 The Certificates (other than the Class B and Class R Certificates) shall

be Book-Entry Certificates. The 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, Class R-II and

Class R-III Certificates) shall be issuable in minimum dollar

denominations as indicated above (by Certificate Principal Balance) and

integral multiples of $1 (or $1,000 in the case of the Class PO, Class

B-1, Class B-2 and Class B-3 Certificates) in excess thereof, except

that one Certificate of any of the Class PO, 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 2-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

0.40% and 7.50%. Notwithstanding the foregoing, the Pass Through Rate

for the Class 2-A-5 Certificates will not be less than 0.40% per annum.

The initial Pass Through Rate for the Class 2-A-5 Certificates shall be

equal to 2.80% per annum.

4 With respect to the Class 2-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 7.10% minus LIBOR and

0.00%. Notwithstanding the foregoing, the Pass Through Rate for the

Class 2-A-6 Certificates will not be greater than 7.10% per annum. The

initial Pass Through Rate for the Class 2-A-6 Certificates shall be

equal to 4.70% per annum.

5 The initial Notional Amount for the Class 2-A-6 Certificates shall be

equal to $21,857,444.00, and thereafter the Notional Amount of the Class

2-A-6 Certificates shall be equal to the Certificate Principal Balance

of the Class 2-A-5 Certificates.

6 The Class 2-A-6 Certificates will be issuable in minimum denominations

of not less than $1,000,000.00 Notional Amount.

7 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

Premium 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 0.21842%. For federal income tax purposes, however, REMIC III Regular

Interest Class IO will not have an Uncertificated Principal Balance or

Pass-Through Rate, but will be entitled to receive 100%of the interest

payable with respect to REMIC II Regular Interest Class IO.

8 The initial Notional Amount for the Class IO Certificates shall be equal

to $361,434,281.89.

9 The Class IO Certificates shall be issuable in minimum denominations of

not less than a 20% Percentage Interest.

10 The Class R-I, Class R-II and Class R-III Certificates shall be issuable

in minimum denominations of not less than a 20% Percentage Interest;

provided, however, that one Class R-I C rtificate, one Class R-II

Certificate and one Class R-III Certificate will be issuable to GMACM as

"tax matters person" pursuant to Section 10.01(c) and (e) in minimum

denominations representing a Percentage Interest of not less than 0.01%

of each of Class R-I, Class R-II and Class R-III.

11 With respect to the Class M and Class B Certificates and any

Distribution Date, a rate equal to the weighted average of 5.00 % and

5.50% per annum, weighted on the basis of the aggregate Stated Principal

Balance of the Group 1 and Group 2 Loans (other than the related

Discount Fraction of such Stated Principal Balance with respect to each

Discount Mortgage Loan), in each case after subtracting the aggregate

Certificate Principal Balance of the Group 1 Certificates and Group 2

Certificates, respectively as of the day immediately preceding such

Distribution Date. The initial Pass-Through Rate for the Class M and

Class B Certificates shall be equal to 5.30981%. For federal income tax

purposes, however, the Class M and Class B Certificates will bear

interest at a variable Pass-Through Rate equal to the weighted average

of the REMIC II Remittance Rates on REMIC II Regular Interests M-1, M-2,

M-3, B-1, B-2 and B-3, weighted on the basis of the Uncertificated

Balance of each such REMIC II Regular Interest immediately preceding the

related Distribution Date.

The Mortgage Loans have an aggregate principal balance as of the Cut-off

Date of $408,016,230.31.

In consideration of the mutual agreements herein contained, the Company,

the Servicer and the Trustee agree as follows:

<PAGE>

ARTICLE I

DEFINITIONS

Section 1.01. Definitions.

Whenever used in this Agreement, the following words and phrases, unless

the context otherwise requires, shall have the meanings specified in this

Article.

Accrued Certificate Interest: With respect to each Distribution Date,

(a) as to any Class of Certificates (other than any Class PO 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 the Mortgage Loans in the related Loan

Group 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 the Mortgage Loans in the related Loan Group (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 related to Mortgage Loans or REO Property in the related

Loan Group 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 on the Mortgage Loans in the related Loan

Group 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 the Senior Percentage of all such reductions with respect to the Mortgage

Loans in a Loan Group being allocated among the related Senior Certificates in

proportion to the amounts of Accrued Certificate Interest payable from the

related Loan Group on such Distribution Date absent such reductions, with the

remainder of such reductions allocated among the holders of the Class M

Certificates and Class B Certificates in proportion to their respective amounts

of Accrued Certificate Interest payable on such Distribution Date absent such

<PAGE>

reductions. In addition to that portion of the reductions described in the

preceding sentence that are allocated to any Class of Class B Certificates or

any Class of Class M Certificates, Accrued Certificate Interest on such Class of

Class B Certificates or such Class of Class M Certificates will be reduced by

the interest portion (adjusted to the Net Mortgage Rate) of Realized Losses that

are allocated solely to such Class of Class B Certificates or such Class of

Class M Certificates pursuant to Section 4.05.

Advance: As to any Mortgage Loan, any advance made by the Servicer,

pursuant to Section 4.04.

Affiliate: With respect to any Person, any other Person controlling,

controlled by or under common control with such first Person. For the purposes

of this definition, "control" means the power to direct the management and

policies of such Person, directly or indirectly, whether through the ownership

of voting securities, by contract or otherwise; and the terms "controlling" and

"controlled" have meanings correlative to the foregoing.

Amount Held for Future Distribution: As to any Distribution Date and

with respect to each Loan Group, 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 and each Loan

Group, 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

<PAGE>

immediately preceding Determination Date and amounts deposited in the Custodial

Account in connection with the substitution of Qualified Substitute Mortgage

Loans, (ii) the amount of any Advance made on the immediately preceding Payment

Account Deposit Date, (iii) any amount deposited in the Payment Account on the

related Payment Account Deposit Date pursuant to the second paragraph of Section

3.12(a), (iv) any amount deposited in the Payment Account pursuant to Section

4.07, and (v) any amount that the Servicer is not permitted to withdraw from the

Custodial Account pursuant to Section 3.16(e), reduced by (b) the sum as of the

close of business on the immediately preceding Determination Date of (w)

aggregate Foreclosure Profits, (x) the Amount Held for Future Distribution and

(y) amounts permitted to be withdrawn by the Servicer from the Custodial Account

in respect of the Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of

Section 3.10(a). Such amount shall be determined separately for each Loan Group.

Additionally, if on any Distribution Date Compensating Interest provided

pursuant to Section 3.16(e) is less than Prepayment Interest Shortfalls incurred

on the Mortgage Loans in connection with Principal Prepayments in Full received

during the related Prepayment Period and Curtailments made in the prior calendar

month, such Compensating Interest shall be allocated on such Distribution Date

to the Available Distribution Amount for each Loan Group on a pro rata basis in

accordance with the respective amounts of such Prepayment Interest Shortfalls

incurred on the Mortgage Loans in such Loan Group in respect of such

Distribution Date.

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,

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(y) a number equal to the weighted average remaining term

to maturity, in months, of all Non-Primary Residence Loans

remaining in the Mortgage Pool as of the Relevant

Anniversary, and (z) one plus the quotient of the number

of all Non-Primary Residence Loans remaining in the

Mortgage Pool divided by the total number of Outstanding

Mortgage Loans in the Mortgage Pool as of the Relevant

Anniversary, and (ii) $50,000, over

(2) the aggregate amount of Bankruptcy Losses allocated solely to

one or more specific Classes of Certificates in accordance with Section

4.05 since the Relevant Anniversary.

The Bankruptcy Amount may be further reduced by the Servicer (including

accelerating the manner in which such coverage is reduced) provided that prior

to any such reduction, the Servicer shall (i) obtain written confirmation from

each Rating Agency that such reduction shall not reduce the rating assigned to

any Class of Certificates by such Rating Agency below the lower of the

then-current rating or the rating assigned to such Certificates as of the

Closing Date by such Rating Agency and (ii) provide a copy of such written

confirmation to the Trustee.

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

Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient

Valuation or Debt Service Reduction; provided, however, that neither a Deficient

Valuation nor a Debt Service Reduction shall be deemed a Bankruptcy Loss

hereunder so long as the Servicer has notified the Trustee in writing that the

Servicer is diligently pursuing any remedies that may exist in connection with

the representations and warranties made regarding the related Mortgage Loan and

either (A) the related Mortgage Loan is not in default with regard to payments

due thereunder or (B) delinquent payments of principal and interest under the

related Mortgage Loan and any premiums on any applicable primary hazard

insurance policy and any related escrow payments in respect of such Mortgage

Loan are being advanced on a current basis by the Servicer or a Subservicer, in

either case without giving effect to any Debt Service Reduction.

Book-Entry Certificate: Any Certificate registered in the name of the

Depository or its nominee.

Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a

day on which banking institutions in the State of New York or the Commonwealth

of Pennsylvania (and such other state or states in which the Custodial Account

or the Payment Account are at the time located) are required or authorized by

law or executive order to be closed.

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

Buydown Funds: Any amount contributed by the seller of a Mortgaged

Property, the Company or other source in order to enable the Mortgagor to reduce

the payments required to be made from the Mortgagor's funds in the early years

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.

<PAGE>

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

Cash Liquidation: As to any defaulted Mortgage Loan other than a

Mortgage Loan as to which an REO Acquisition occurred, a determination by the

Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and

other payments or cash recoveries which the Servicer reasonably and in good

faith expects to be finally recoverable with respect to such Mortgage Loan.

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

Certificate.

Certificate Owner: With respect to a Book-Entry Certificate, the Person

who is the beneficial owner of such Certificate, as reflected on the books of an

indirect participating brokerage firm for which a Depository Participant acts as

agent, if any, and otherwise on the books of a Depository Participant, if any,

and otherwise on the books of the Depository.

Certificate Principal Balance: With respect to each Certificate (other

than any Interest Only Certificate), on any date of determination, an amount

equal to:

(i) the Initial Certificate Principal Balance of such Certificate as

specified on the face thereof, 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 and (y) the aggregate of all reductions in Certificate Principal

Balance deemed to have occurred in connection with Realized Losses which

were previously allocated to such Certificate (or any predecessor

Certificate) pursuant to Section 4.05;

provided, however, that the Certificate Principal Balance of the Class of

Subordinate Certificates with the Lowest Priority at any given time shall be

calculated to equal the Percentage Interest evidenced by such Certificate times

the excess, if any, of (A) the then aggregate Stated Principal Balance of the

Mortgage Loans over (B) the then aggregate Certificate Principal Balance of all

other Classes of Certificates then outstanding.

Certificate Register and Certificate Registrar: The register maintained

and the registrar appointed pursuant to Section 5.02.

Certificateholder or Holder: The Person in whose name a Certificate is

registered in the Certificate Register, except that neither a Disqualified

Organization nor a Non-United States Person shall be a holder of a Class R

Certificate for purposes hereof and, solely for the purpose of giving any

consent or direction pursuant to this Agreement, any Certificate, other than a

Class R Certificate, registered in the name of the Company, the Servicer or any

Subservicer or any Affiliate thereof shall be deemed not to be outstanding and

the Percentage Interest or Voting Rights evidenced thereby shall not be taken

into account in determining whether the requisite amount of Percentage Interests

or Voting Rights necessary to effect any such consent or direction has been

obtained. All references herein to "Holders" or "Certificateholders" shall

reflect the rights of Certificate Owners as they may indirectly exercise such

rights through the Depository and participating members thereof, except as

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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 Group 1 or Group 2 Certificates

(other than the Class R Certificates), executed by the Trustee and authenticated

by the Certificate Registrar substantially in the form annexed hereto as Exhibit

A-1.

Class 2-A-2 Percentage: With respect to any Distribution Date, an amount

equal to the lesser of (i) the percentage equivalent of a fraction, the

numerator of which is the sum of (A) $795,000 and (B) the Certificate Principal

Balance of the Class 2-A-2 Certificates immediately prior to such Distribution

Date, and the denominator of which is the aggregate Certificate Principal

Balance of the Class 2-A-1 and Class 2-A-2 Certificates immediately prior to

such Distribution Date and (ii) 99%.

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, Class R-II or Class R-III

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.

<PAGE>

Class R-III Certificate: Any one of the Class R-III Certificates

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form annexed hereto as Exhibit D and evidencing an interest

designated as a "residual interest" in REMIC III for purposes of the REMIC

Provisions.

Closing Date: December 30, 2004.

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

Compensating Interest: With respect to any Distribution Date, an amount

(but not in excess of the Servicing Fee for such Distribution Date) equal to

Prepayment Interest Shortfalls resulting from Principal Prepayments in Full

during the period from the 16th day through the last day of the prior calendar

month and resulting from Curtailments during the prior calendar month.

Cooperative: A private, cooperative housing corporation which owns or

leases land and all or part of a building or buildings, including apartments,

spaces used for commercial purposes and common areas therein and whose board of

directors authorizes, among other things, the sale of Cooperative Stock.

Cooperative Apartment: A dwelling unit in a multi-dwelling building

owned or leased by a Cooperative, which unit the Mortgagor has an exclusive

right to occupy pursuant to the terms of a proprietary lease or occupancy

agreement.

Cooperative Lease: With respect to a Cooperative Loan, the proprietary

lease or occupancy agreement with respect to the Cooperative Apartment occupied

by the Mortgagor and relating to the related Cooperative Stock, which lease or

agreement confers an exclusive right to the holder of such Cooperative Stock to

occupy such apartment.

Cooperative Loans: Any of the Mortgage Loans made in respect of a

Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a

Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an

assignment of the Cooperative Lease, (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-J6.

<PAGE>

Credit Support Depletion Date: The first Distribution Date on which the

Certificate Principal Balances of the Subordinate Certificates have been reduced

to zero.

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

Principal Prepayment in Full.

Custodial Account: The custodial account or accounts created and

maintained pursuant to Section 3.07, into which the amounts set forth in Section

3.07 shall be deposited directly.

Custodial Agreement: An agreement that may be entered into among the

Servicer, the Trustee and a Custodian pursuant to which the Custodian will hold

certain documents relating to the Mortgage Loans on behalf of the Trustee.

Custodian: A custodian appointed pursuant to a Custodial Agreement.

Cut-off Date: December 1, 2004.

Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid

principal balance thereof at the Cut-off Date after giving effect to all

installments of principal due on or prior thereto, whether or not received.

Debt Service Reduction: With respect to any Mortgage Loan, a reduction

in the scheduled Monthly Payment for such Mortgage Loan by a court of competent

jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction

constituting a Deficient Valuation or any reduction that results in a permanent

forgiveness of principal.

Deficient Valuation: With respect to any Mortgage Loan, a valuation by a

court of competent jurisdiction of the Mortgaged Property in an amount less than

the then outstanding indebtedness under the Mortgage Loan, or any reduction in

the amount of principal to be paid in connection with any scheduled Monthly

Payment that constitutes a permanent forgiveness of principal, which valuation

or reduction results from a proceeding under the Bankruptcy Code.

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

<PAGE>

the close of business on July 31 would then be considered to be 30 to 59 days

delinquent. Delinquency information as of the Cut-off Date is determined and

prepared as of the close of business on the last business day immediately prior

to the Cut-off Date.

Depository: The Depository Trust Company, or any successor Depository

hereafter named. The nominee of the initial Depository for purposes of

registering those Certificates that are to be Book-Entry Certificates is Cede &

Co. The Depository shall at all times be a "clearing corporation" as defined in

Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York and

a "clearing agency" registered pursuant to the provisions of Section 17A of the

Securities Exchange Act of 1934, as amended.

Depository Participant: A broker, dealer, bank or other financial

institution or other Person for whom from time to time a Depository effects

book-entry transfers and pledges of securities deposited with the Depository.

Determination Date: With respect to any Distribution Date, the 15th day

(or if such 15th day is not a Business Day, the Business Day immediately

following such 15th day) of the month of the related Distribution Date.

Discount Fraction: With respect to each Discount Mortgage Loan, the

fraction expressed as a percentage, the numerator of which is the Discount Net

Mortgage Rate minus the Net Mortgage Rate (or the initial Net Mortgage Rate with

respect to any Discount Mortgage Loans as to which the Mortgage Rate is modified

pursuant to 3.07(a)) for such Discount Mortgage Loan and the denominator of

which is the Discount Net Mortgage Rate. The Discount Fraction with respect to

each Discount Mortgage Loan is as set forth 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: With respect to the Mortgage Loans in Loan

Group 1, 5.00% per annum, and with respect to the Mortgage Loans in Loan Group

2, 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

<PAGE>

the Code, (v) any "electing large partnership," as defined in Section 775(a) of

the Code and (vi) any other Person so designated by the Trustee based upon an

Opinion of Counsel that the holding of an Ownership Interest in a Class R

Certificate by such Person may cause the Trust Fund or any Person having an

Ownership Interest in any Class of Certificates (other than such Person) to

incur a liability for any federal tax imposed under the Code that would not

otherwise be imposed but for the Transfer of an Ownership Interest in a Class R

Certificate to such Person. The terms "United States", "State" and

"international organization" shall have the meanings set forth in Section 7701

of the Code or successor provisions.

Distribution Date: The 25th day of any month beginning in the month

immediately following the month of the initial issuance of the Certificates or,

if such 25th day is not a Business Day, the Business Day immediately following

such 25th day.

Due Date: With respect to any Distribution Date and any Mortgage Loan,

the day during the related Due Period on which the Monthly Payment is due.

Due Period: With respect to each Distribution Date and any Mortgage

Loan, the period commencing on the second day of the month prior to the month in

which such Distribution Date occurs and ending on the first day of the month in

which such Distribution Date occurs.

Eligible Account: An account that is any of the following: (i)

maintained with a federal or state chartered depository institution the accounts

of which are insured by the FDIC (to the limits established by the FDIC), the

long-term deposit ratings of which are rated in one of the two highest rating

categories by the Rating Agencies and the short term debt ratings of which are

rated in the highest rating categories by the Rating Agencies, or (ii) a trust

account or accounts maintained with a federal or state chartered depository

institution or trust company with trust powers acting in its fiduciary capacity

subject to regulations regarding fiduciary funds on deposit similar to Title 12

of the Code of Federal Regulation Section 9.10(b), or (iii) in the case of the

Payment Account, a trust account or accounts maintained in the corporate trust

division of the Trustee, or (iv) an account or accounts of a depository

institution acceptable to each Rating Agency (as evidenced in writing by each

Rating Agency that use of any such account as the Custodial Account or the

Payment Account will not reduce the rating assigned to any Class of Certificates

by such Rating Agency below the lower of the then-current rating or the rating

assigned to such Certificates as of the Closing Date by such Rating Agency).

Eligible Funds: On any Distribution Date and with respect to each Loan

Group, the portion, if any, of the Available Distribution Amount for such Loan

Group remaining after reduction by the sum of (i) the aggregate amount of

Accrued Certificate Interest on the related Senior Certificates, (ii) the

related Senior Principal Distribution Amount (determined without regard to

Section 4.02(a)(ii)(D) hereof), (iii) the aggregate amount of Accrued

Certificate Interest on the Class M, Class B-1 and Class B-2 Certificates to the

extent such Accrued Certificate Interest is derived from such Loan Group, (iv)

the related Class PO Principal Distribution Amount (determined without regard to

Section 4.02(b)(i)(E) hereof) and (v) the portion of the payment to the Trustee

for any servicing transfer expenses reimbursable to the Trustees pursuant to

Section 7.02(a) allocated to such Loan Group, with such allocation being made to

each Loan Group pro rata based on the Stated Principal Balance of the Mortgage

Loans in each Loan Group.

<PAGE>

Event of Default: As defined in Section 7.01.

Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof, which

exceeds the then applicable Bankruptcy Amount.

Excess Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds the

then applicable Fraud Loss Amount.

Excess Special Hazard Loss: Any Special Hazard Loss, or portion thereof,

that exceeds the then applicable Special Hazard Amount.

Excess Subordinate Principal Amount: With respect to any Distribution

Date on which the aggregate Certificate Principal Balance of the Class of

Subordinate Certificates then outstanding with the Lowest Priority is to be

reduced to zero and on which Realized Losses are to be allocated to such class

or classes, the excess, if any, of (i) the amount that would otherwise be

distributable in respect of principal on such class or classes of Certificates

on such Distribution Date over (ii) the excess, if any, of the aggregate

Certificate Principal Balance of such class or classes of Certificates

immediately prior to such Distribution Date over the aggregate amount of

Realized Losses to be allocated to such classes of Certificates on such

Distribution Date as reduced by any amount calculated pursuant to Section

4.02(b)(i)(E) hereof. The Excess Subordinate Principal Amount will be allocated

between each Loan Group on a pro rata basis in accordance with the amount of

Realized Losses attributable to each Loan Group and the amount allocated to the

Certificates on such Distribution Date.

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";

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

<PAGE>

(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.

FDIC: Federal Deposit Insurance Corporation or any successor thereto.

Final Distribution Date: The Distribution Date on which the final

distribution in respect of the Certificates will be made pursuant to Section

9.01, which Final Distribution Date shall in no event be later than the end of

the 90-day liquidation period described in Section 9.02.

Fitch: Fitch Ratings or its successor in interest.

Foreclosure Profits: As to any Distribution Date or related

Determination Date and any Mortgage Loan, the excess, if any, of Liquidation

Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable

therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or

REO Property for which a Cash Liquidation or REO Disposition occurred in the

related Prepayment Period over the sum of the unpaid principal balance of such

Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in

accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage

Rate on such unpaid principal balance from the Due Date to which interest was

last paid by the Mortgagor to the first day of the month following the month in

which such Cash Liquidation or REO Disposition occurred.

Fraud Loss Amount: As of any date of determination after the Cut-off

Date, an amount equal to: (X) prior to the third anniversary of the Cut-off Date

an amount equal to 1.00% of the aggregate outstanding principal balance of all

of the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud

Losses allocated solely to one or more specific Classes of Certificates in

accordance with Section 4.05 since the Cut-off Date up to such date of

determination and (Y) from the third to the fifth anniversary of the Cut-off

Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the

most recent anniversary of the Cut-off Date and (b) 1.00% 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

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each Rating Agency that such reduction shall not reduce the rating assigned to

any Class of Certificates by such Rating Agency below the lower of the

then-current rating or the rating assigned to such Certificates as of the

Closing Date by such Rating Agency and (ii) provide a copy of such written

confirmation to the Trustee.

Fraud Losses: Losses on Mortgage Loans as to which there was fraud in

the origination of such Mortgage Loan.

Freddie Mac: Federal Home Loan Mortgage Corporation, or Freddie Mac, a

corporate instrumentality of the United States created and existing under Title

III of the Emergency Home Finance Act of 1970, as amended, or any successor

thereto.

GMAC: General Motors Acceptance Corporation, a Delaware corporation.

GMACM: GMAC Mortgage Corporation, a Pennsylvania corporation, in its

capacity as seller of the Mortgage Loans to the Company, and any successor

thereto.

Group 1 Certificate: Any one of the Class 1-A-1 Certificates executed by

the Trustee and authenticated by the Certificate Registrar substantially in the

form annexed hereto as Exhibit A, each such Certificate evidencing an interest

designated as a "regular interest" in REMIC III for purposes of the REMIC

Provisions and representing an undivided interest in Loan Group 1.

Group 1 Loans: The Mortgage Loans designated in Exhibit E-1.

Group 1 Senior Percentage: As of any Distribution Date, the lesser of

(x) 100% and (y) a fraction, expressed as a percentage, the numerator of which

is the aggregate Certificate Principal Balance of the Group 1 Certificates

immediately prior to such Distribution Date and the denominator of which is the

aggregate Stated Principal Balance of all of the Group 1 Loans (or related REO

Properties) (other than the related Discount Fraction of the Discount Mortgage

Loans) immediately prior to such Distribution Date.

Group 1 Senior Principal Distribution Amount: As to any Distribution

Date, the lesser of (a) the balance of the Available Distribution Amount for

Loan Group 1 remaining after the distribution of all amounts required to be

distributed therefrom pursuant to Section 4.02(a)(i)(I) and (a)(ii)(X), and (b)

the sum of the amounts required to be distributed therefrom to the holders of

the Group 1 Certificates on such Distribution Date pursuant to Section

4.02(a)(ii)(y) hereof.

Group 2 Certificate: Any one of the Class 2-A-1, Class 2-A-2, Class

2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-7 and Class R

Certificates, executed by the Trustee and authenticated by the Certificate

Registrar substantially in the form annexed hereto as Exhibit A-1 for the Class

A Certificates and Exhibit D for the Class R Certificates, each such Certificate

representing an interest designated as a "regular interest" in REMIC III for

purposes of the REMIC Provisions, and representing an undivided interest in Loan

Group 2.

Group 2 Loans: The Mortgage Loans designated in Exhibit E-2.

Group 2 Senior Percentage: As of any Distribution Date, the lesser of

(x) 100% and (y) a fraction, expressed as a percentage, the numerator of which

<PAGE>

is the aggregate Certificate Principal Balance of the Group 2 Certificates

immediately prior to such Distribution Date and the denominator of which is the

aggregate Stated Principal Balance of all of the Group 2 Loans (or related REO

Properties) (other than the related Discount Fraction of the Discount Mortgage

Loans) immediately prior to such Distribution Date.

Group 2 Senior Principal Distribution Amount: As to any Distribution

Date, the lesser of (a) the balance of the Available Distribution Amount for

Loan Group 2 remaining after the distribution of all amounts required to be

distributed therefrom pursuant to Section 4.02(a)(i)(II) and (a)(ii)(X), and (b)

the sum of the amounts required to be distributed therefrom to the holders of

the Group 2 Certificates on such Distribution Date pursuant to Section

4.02(a)(ii)(y) hereof.

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: 1.35% Class B-1: 0.15%

Class M-2: 0.45% Class B-2: 0.10%

Class M-3: 0.25% Class B-3: 0.15%

Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans

pursuant to any Primary Insurance Policy or any other related insurance policy

covering a Mortgage Loan, to the extent such proceeds are payable to the

mortgagee under the Mortgage, any Subservicer, the Servicer or the Trustee and

are not applied to the restoration of the related Mortgaged Property (or, with

respect to a Cooperative Loan, the related Cooperative Apartment) or released to

the Mortgagor in accordance with the procedures that the Servicer would follow

in servicing mortgage loans held for its own account.

<PAGE>

Insurer: Any named insurer under any Primary Insurance Policy or any

successor thereto or the named insurer in any replacement policy.

Interest Accrual Period: With respect to any Certificates other than the

Variable Rate Certificates, and any Distribution Date, the calendar month

preceding the month in which such Distribution Date occurs. With respect to the

Variable Rate Certificates and any Distribution Date, the one month period

beginning on the 25th day of the preceding calendar month and ending on the 24th

day of the month in which such Distribution Date occurs.

Interest Only Certificates: Any one of the Certificates designated as a

Class 2-A-6 Certificate or 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.

Loan Group: Loan Group 1 or Loan Group 2.

Loan Group 1: The group of Mortgage Loans comprised of the Group 1

Loans.

<PAGE>

Loan Group 2: The group of Mortgage Loans comprised of the Group 2

Loans.

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 2-A-4 and Class 2-A-7

Certificates immediately prior to such Distribution Date, divided by the

aggregate principal balance of the Mortgage Loans in Loan Group 2 (other than

the related Discount Fraction of the Discount Mortgage Loans in Loan Group 2).

Lockout Certificates: Any one of the Certificates designated as a Class

2-A-2, Class 2-A-4 or Class 2-A-7 Certificate.

Lockout Percentage: With respect to any Distribution Date occurring

prior to the Distribution Date in January 2010, 0%. With respect to any

Distribution Date thereafter, the percentage indicated below:

Distribution Date Lockout Distribution Percentage

January 2010 through December 2011 30%

January 2011 through December 2012 40%

January 2012 through December 2013 60%

January 2013 through December 2014 80%

January 2014 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 the Class 1-A-1 Certificates, January 25,

2020, and with respect to all other Classes of Certificates, February 25, 2035.

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.

<PAGE>

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 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;

<PAGE>

(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, N.A., as Trustee under that certain Pooling and Servicing

Agreement dated as of December 30, 2004, for GMACM Mortgage Pass-Through

Certificates, Series 2004-J6" c/o the Servicer at an address specified

by the Servicer, and signed by an authorized officer, which assignment

shall be in form and substance acceptable for recording. If the Mortgage

Loan was acquired by the assignor in a merger, the assignment must be by

" , successor by merger to [name of predecessor]". If the Mortgage Loan

was acquired or originated by the assignor while doing business under

another name, the assignment must be by "_________ formerly known as

[previous name]";

(vi) Originals of all intervening assignments of mortgage, which together

with the Mortgage shows a complete chain of title from the originator to

GMACM (or to MERS, if the Mortgage Loan is registered on the MERS(R)

System, and which notes the presence of a MIN), with evidence of

recording thereon, or a copy of the assignment certified by the

applicable recording office in which such assignment has been recorded;

(vii) The original mortgagee policy of title insurance, including riders and

endorsements thereto, or if the policy has not yet been issued, (i) a

written commitment or interim binder for title issued by the title

insurance or escrow company dated as of the date the Mortgage Loan was

funded, with a statement by the title insurance company or closing

attorney that the priority of the lien of the related Mortgage during

the period between the date of the funding of the related Mortgage Loan

and the date of the related title policy (which title policy shall be

dated the date of recording of the related Mortgage) is insured, or (ii)

a preliminary title report issued by a title insurer in anticipation of

issuing a title insurance policy which evidences existing liens and

gives a preliminary opinion as to the absence of any encumbrance on

title to the Mortgaged Property, except liens to be removed on or before

purchase by the Mortgagor or which constitute customary exceptions

acceptable to lenders generally; or other evidence of title insurance

acceptable to Fannie Mae or Freddie Mac, in accordance with the Fannie

Mae Seller/Servicer Guide or Freddie Mac Seller/Servicer Guide,

respectively;

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

(ix) Originals of any security agreement, chattel mortgage or the equivalent

executed in connection with the Mortgage, if any.

and (II) with respect to each Cooperative Loan:

<PAGE>

(x) 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;

(xi) 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;

(xii) 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;

(xiii) The original recognition agreement by the Cooperative of the interests

of the mortgagee with respect to the related Cooperative Loan;

(xiv) The Security Agreement;

(xv) 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;

(xvi) 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;

(xvii) An executed assignment of the interest of the originator in the Security

Agreement, Assignment of Proprietary Lease and the recognition agreement

referenced in clause (iv) above, showing an unbroken chain of title from

the originator to the Trustee;

(xviii) The original of each modification, assumption agreement or preferred

loan agreement, if any, relating to such Cooperative Loan; and

(xix) 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-1 (with respect to the Group 1 Loans) and Exhibit E-2 (with

<PAGE>

respect to the Group 2 Loans) (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 in the related Loan

Group:

(a) loan number;

(b) state 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;

(o) the code "Y" under the column "BUYDOWN", indicating that the Mortgage Loan

is a Buydown Mortgage Loan, if applicable; and

(p) whether such Mortgage Loan constitutes a Group 1 Loan or Group 2 Loan.

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.

<PAGE>

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 (including all Loan Groups)

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-Primary Residence Loans: The Mortgage Loans designated as secured by

second or vacation residences, or by non-owner occupied residences, on the

Mortgage Loan Schedule.

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

Nonrecoverable Advance: Any Advance previously made or proposed to be

made by the Servicer in respect of a Mortgage Loan (other than a Deleted

Mortgage Loan) which, in the good faith judgment of the Servicer, will not, or,

in the case of a proposed Advance, would not, be ultimately recoverable by the

Servicer from related Late Collections, Insurance Proceeds, Liquidation

Proceeds, REO Proceeds or amounts reimbursable to the Servicer pursuant to

Section 4.02(a) hereof. The determination by the Servicer that it has made a

Nonrecoverable Advance or that any proposed Advance would constitute a

Nonrecoverable Advance, shall be evidenced by an Officer's Certificate delivered

to the Company and the Trustee promptly following such determination.

Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of

reference thereto, is not subject to a Subservicing Agreement.

Notional Amount: With respect to any date of determination and the Class

2-A-6 Certificates, an amount equal to the Certificate Principal Balance of the

Class 2-A-5 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 Premium 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.

<PAGE>

Opinion of Counsel: A written opinion of counsel acceptable to the

Trustee and the Servicer, who may be counsel for the Company or the Servicer,

provided that any opinion of counsel (i) referred to in the definition of

"Disqualified Organization" or (ii) relating to the qualification of 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 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 Premium 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

0.21842% per annum. With respect to the Class M and Class B Certificates and any

Distribution Date, a rate equal to the weighted average of 5.00% and 5.50% per

annum, weighted on the basis of the aggregate Stated Principal Balances of Group

1 and Group 2 Loans (in each case other than the related Discount Fraction of

such Stated Principal Balance with respect to each Discount Mortgage Loan) in

each case after subtracting the aggregate Certificate Principal Balance of the

Group 1 Certificates and Group 2 Certificates, respectively 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 M and Class B Certificates and the initial Distribution Date the

Pass-Through Rate is equal to 5.30981% per annum. The Class PO Certificates have

no Pass-Through Rate and are not entitled to Accrued Certificate Interest.

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

Trustee.

Payment Account: The separate and segregated account or accounts created

and maintained pursuant to Section 4.01, which shall be entitled "JPMorgan Chase

Bank, N.A., as trustee, in trust for the registered holders of Residential Asset

Mortgage Products, Inc., GMACM Mortgage Pass-Through Certificates, Series

2004-J6" 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

<PAGE>

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;

(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

<PAGE>

short-term rating available (in the case of Standard & Poor's such

rating shall be either AAAm or AAAm-G), including any such fund that is

managed by the Trustee or any affiliate of the Trustee or for which the

Trustee or any of its affiliates acts as an adviser; and

(vi) other obligations or securities that are acceptable to each

Rating Agency as a Permitted Investment hereunder and will not reduce

the rating assigned to any Class of Certificates by such Rating Agency

below the lower of the then-current rating or the rating assigned to

such Certificates as of the Closing Date by such Rating Agency, as

evidenced in writing;

provided, however, no instrument shall be a Permitted Investment if it

represents, either (1) the right to receive only interest payments with respect

to the underlying debt instrument or (2) the right to receive both principal and

interest payments derived from obligations underlying such instrument and the

principal and interest payments with respect to such instrument provide a yield

to maturity greater than 120% of the yield to maturity at par of such underlying

obligations. References herein to the highest rating available on unsecured

long-term rating category available shall mean AAA in the case of Fitch and AAA

in the case of Standard & Poor's, and references herein to the highest

short-term rating category available shall mean F-1 in the case of Fitch and

A-1+ in the case of Standard & Poor's.

Permitted Transferee: Any Transferee of a Class R Certificate, other

than a Disqualified Organization or Non-United States Person.

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 Premium Net Mortgage Rate (but not less than 0.00% per annum).

Premium Mortgage Loan: A Mortgage Loan having a Net Mortgage Rate equal

to or greater than the Premium Net Mortgage Rate per annum.

Premium Net Mortgage Rate: In the case of Group 1 Loans, 5.00% per

annum, and in the case of Group 2 Loans, 5.50% per annum.

Prepayment Assumption: A prepayment assumption of 300% of the prepayment

speed assumption, used for determining the accrual of original issue discount

and market discount and premium on the Certificates for federal income tax

purposes. The prepayment speed assumption assumes a constant rate of prepayment

of mortgage loans of 0.2% per annum of the then outstanding principal balance of

such mortgage loans in the first month of the life of the mortgage loans,

increasing by an additional 0.2% per annum in each succeeding month until the

thirtieth month, and a constant 6% per annum rate of prepayment thereafter for

the life of the mortgage loans.

<PAGE>

Prepayment Distribution Percentage: With respect to any Distribution

Date, each Loan Group and each Class of Subordinate Certificates, under the

applicable circumstances set forth below, the respective percentages set forth

below:

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

January 2010 (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,

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

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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.

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

<PAGE>

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

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,

(vii) 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

(viii) 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.

<PAGE>

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,

difference between the principal balance of the Mortgage Loan

outstanding immediately prior to such Deficient Valuation and the

principal balance of the Mortgage Loan as reduced by the

Deficient Valuation, or

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

amount of such Debt Service Reduction.

Notwithstanding the above, neither a Deficient Valuation nor a Debt Service

Reduction shall be deemed a Realized Loss hereunder so long as the Servicer has

notified the Trustee in writing that the Servicer is diligently pursuing any

remedies that may exist in connection with the representations and warranties

made regarding the related Mortgage Loan and either (A) the related Mortgage

<PAGE>

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 Class 2-A-5 Certificates then outstanding.

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

Certificate.

Related Class of Certificates: For each REMIC I Regular Interest, the

related class or classes of certificates set forth in the Preliminary Statement

hereto.

Relief Act: The Servicemembers Civil Relief Act, as amended, or similar

legislation or regulations as in effect from time to time.

Relief Act Shortfalls: Shortfalls in interest payable by a Mortgagor

that is not collectible from the Mortgagor pursuant to the Relief Act.

REMIC: A "real estate mortgage investment conduit" within the meaning of

Section 860D of the Code. As used herein, the term "the REMIC" or "the REMICs"

shall mean one or more of the REMICs created under this Agreement.

REMIC Administrator: The Trustee; provided that if the REMIC

Administrator is found by a court of competent jurisdiction to no longer be able

to fulfill its obligations as REMIC Administrator under this Agreement the

Servicer or Trustee acting as Servicer shall appoint a successor REMIC

Administrator, subject to assumption of the REMIC Administrator obligations

under this Agreement.

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,

<PAGE>

(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,

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 seven 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 I Subordinated Balance Ratio: The ratio among the Uncertificated

Balances of each of the REMIC I Regular Interests ending with the designation

"A," equal to the ratio among, with respect to each such REMIC I Regular

Interest, the excess of (x) the aggregate Stated Principal Balance of the

Mortgage Loans in the related Loan Group (other than the related Discount

Fraction of the Stated Principal Balance of any such Mortgage Loan that is a

Discount Mortgage Loan) over (y) the Certificate Principal Balance of the Senior

Certificates (other than the Class PO Certificates) in the related Loan Group.

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 fifteen certificated beneficial

ownership interests in REMIC II issued hereunder, and, hereby, designated as a

"regular interest" in REMIC II, as follows: &nb