EX 10.1 POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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JPMORGAN CHASE BANK, NA | RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC | RESIDENTIAL FUNDING CORPORATION

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Title: EX 10.1 POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 4/11/2005

EXECUTION COPY

RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,

Depositor,

RESIDENTIAL FUNDING CORPORATION,

Master Servicer,

and

JPMORGAN CHASE BANK, N.A.

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of March 1, 2005

Mortgage Asset-Backed Pass-Through Certificates

Series 2005-RZ1

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<TABLE>

TABLE OF CONTENTS

PAGE

<S> <C>

ARTICLE I DEFINITIONS...............................................................3

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

Section 1.02 Determination of One-Month LIBOR.................................51

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES..........53

Section 2.01 Conveyance of Mortgage Loans.....................................53

Section 2.02 Acceptance by Trustee............................................56

Section 2.03 Representations, Warranties and Covenants of the Master

Servicer and the Depositor.......................................58

Section 2.04 Representations and Warranties of Sellers........................60

Section 2.05 Execution and Authentication of Certificates; Conveyance of

Uncertificated REMIC Regular Interests...........................62

Section 2.06 Purposes and Powers of the Trust.................................63

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...........................64

Section 3.01 Master Servicer to Act as Servicer...............................64

Section 3.02 Subservicing Agreements Between Master Servicer and

Subservicers; Enforcement of Subservicers' Obligations;

Special Servicing................................................65

Section 3.03 Successor Subservicers...........................................66

Section 3.04 Liability of the Master Servicer.................................67

Section 3.05 No Contractual Relationship Between Subservicer and Trustee

or Certificateholders............................................67

Section 3.06 Assumption or Termination of Subservicing Agreements by

Trustee..........................................................67

Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to

Custodial Account................................................68

Section 3.08 Subservicing Accounts; Servicing Accounts........................70

Section 3.09 Access to Certain Documentation and Information Regarding

the Mortgage Loans...............................................72

Section 3.10 Permitted Withdrawals from the Custodial Account.................72

Section 3.11 Maintenance of Primary Insurance Coverage........................74

Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity

Coverage.........................................................75

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

Modification Agreements; Certain Assignments.....................76

Section 3.14 Realization Upon Defaulted Mortgage Loans........................78

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Section 3.15 Trustee to Cooperate; Release of Mortgage Files..................81

Section 3.16 Servicing and Other Compensation; Compensating Interest..........82

Section 3.17 Reports to the Trustee and the Depositor.........................83

Section 3.18 Annual Statement as to Compliance................................83

Section 3.19 Annual Independent Public Accountants' Servicing Report..........84

Section 3.20 Right of the Depositor in Respect of the Master Servicer.........84

Section 3.21 Advance Facility.................................................85

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS...........................................89

Section 4.01 Certificate Account..............................................89

Section 4.02 Distributions....................................................89

Section 4.03 Statements to Certificateholders; Statements to Rating

Agencies; Exchange Act Reporting.................................94

Section 4.04 Distribution of Reports to the Trustee and the Depositor;

Advances by the Master Servicer..................................97

Section 4.05 Allocation of Realized Losses....................................98

Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property...100

Section 4.07 Optional Purchase of Defaulted Mortgage Loans...................100

Section 4.08 Yield Maintenance Agreement....................................101

ARTICLE V THE CERTIFICATES........................................................102

Section 5.01 The Certificates................................................102

Section 5.02 Registration of Transfer and Exchange of Certificates...........104

Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates...............109

Section 5.04 Persons Deemed Owners...........................................110

Section 5.05 Appointment of Paying Agent.....................................110

ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER...................................111

Section 6.01 Respective Liabilities of the Depositor and the Master

Servicer........................................................111

Section 6.02 Merger or Consolidation of the Depositor or the Master

Servicer; Assignment of Rights and Delegation of Duties by

Master Servicer.................................................111

Section 6.03 Limitation on Liability of the Depositor, the Master

Servicer and Others.............................................112

Section 6.04 Depositor and Master Servicer Not to Resign.....................113

<PAGE>

ARTICLE VII DEFAULT.................................................................114

Section 7.01 Events of Default...............................................114

Section 7.02 Trustee or Depositor to Act; Appointment of Successor...........116

Section 7.03 Notification to Certificateholders..............................117

Section 7.04 Waiver of Events of Default.....................................117

ARTICLE VIII CONCERNING THE TRUSTEE..................................................118

Section 8.01 Duties of Trustee...............................................118

Section 8.02 Certain Matters Affecting the Trustee...........................119

Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans...........121

Section 8.04 Trustee May Own Certificates....................................121

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

Indemnification.................................................121

Section 8.06 Eligibility Requirements for Trustee............................122

Section 8.07 Resignation and Removal of the Trustee..........................122

Section 8.08 Successor Trustee...............................................123

Section 8.09 Merger or Consolidation of Trustee..............................124

Section 8.10 Appointment of Co-Trustee or Separate Trustee...................125

Section 8.11 Appointment of Custodians.......................................126

Section 8.12 Appointment of Office or Agency.................................126

Section 8.13 DTC Letter of Representations...................................126

Section 8.14 Yield Maintenance Agreement.....................................126

ARTICLE IX TERMINATION.............................................................127

Section 9.01 Termination Upon Purchase or Liquidation of All Mortgage

Loans...........................................................127

Section 9.02 Additional Termination Requirements.............................132

ARTICLE X REMIC PROVISIONS........................................................133

Section 10.01 REMIC Administration............................................133

Section 10.02 Master Servicer, REMIC Administrator and Trustee

Indemnification.................................................136

Section 10.03 Holder of Class SB Certificates; Notional Principal Contracts...137

ARTICLE XI MISCELLANEOUS PROVISIONS................................................138

Section 11.01 Amendment.......................................................138

Section 11.02 Recordation of Agreement; Counterparts..........................140

iii

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Section 11.03 Limitation on Rights of Certificateholders......................140

Section 11.04 Governing Law...................................................141

Section 11.05 Notices.........................................................141

Section 11.06 Notices to Rating Agencies......................................142

Section 11.07 Severability of Provisions......................................143

Section 11.08 Supplemental Provisions for Resecuritization....................143

</TABLE>

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TABLE OF CONTENTS

(CONTINUED)

EXHIBITS

Exhibit A Form of Class A Certificate

Exhibit B-1 Form of Class M Certificate

Exhibit B-2 Form of Class B Certificate

Exhibit C Form of Class SB Certificate

Exhibit D Form of Class R Certificate

Exhibit E Form of Custodial Agreement

Exhibit F Mortgage Loan Schedule

Exhibit G Form of Request for Release

Exhibit H-1 Form of Transfer Affidavit and Agreement

Exhibit H-2 Form of Transferor Certificate

Exhibit I Form of Investor Representation Letter

Exhibit J Form of Transferor Representation Letter

Exhibit K Form of Form 10-K Certification

Exhibit L Form of Back-Up Certification to Form 10-K Certification

Exhibit M Form of Lender Certification for Assignment of Mortgage Loan

Exhibit N Form of Rule 144A Investment Representation

Exhibit O Form of ERISA Representation Letter for Class SB Certificates

Exhibit P Form of ERISA Representation Letter for Class M Certificates

Exhibit Q Information to be Provided by the Master Servicer to the

Rating Agencies Relating to Reportable Modified Mortgage Loans

<PAGE>

This Pooling and Servicing Agreement, effective as of March 1, 2005,

among RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., as the depositor (together with

its permitted successors and assigns, the "Depositor"), RESIDENTIAL FUNDING

CORPORATION, as master servicer (together with its permitted successors and

assigns, the "Master Servicer"), and JPMORGAN CHASE BANK, N.A., a banking

association organized under the laws of the United States, as trustee (together

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

PRELIMINARY STATEMENT:

The Depositor intends to sell mortgage asset-backed pass-through

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

eighteen classes, which in the aggregate will evidence the entire beneficial

ownership interest in the Mortgage Loans (as defined herein) and certain other

related assets.

REMIC I

As provided herein, the REMIC Administrator will make an election to

treat the segregated pool of assets consisting of the Mortgage Loans and certain

other related assets (exclusive of the Yield Maintenance Agreement) subject to

this Agreement 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, remittance rate (the "Uncertificated

REMIC I Pass Through Rate") and initial Uncertificated Principal Balance for

each of the "regular interests" in REMIC I (the "REMIC I Regular Interests").

The "latest possible maturity date" (determined solely for purposes of

satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC I

Regular Interest shall be the Maturity Date. None of the REMIC I Regular

Interests will be certificated.

<TABLE>

Uncertificated Initial Uncertificated

REMIC I REMIC I Latest Possible

Designation Pass-Through Rate Principal Balance Maturity Date

LT1 Variable(1) $204,963,186.45 January 25, 2035

LT2 Variable(1) $ 4,183.45 January 25, 2035

LT3 Variable(1) $ 16,316.55 January 25, 2035

LT4 Variable(1) $ 16,316.55 January 25, 2035

</TABLE>

---------------

(1) Calculated as provided in the definition of Uncertificated REMIC I

Pass-Through Rate.

<PAGE>

REMIC II

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, Pass-Through Rate, aggregate Initial Certificate Principal Balance,

certain features, the month of the Final Scheduled Distribution Date and initial

ratings for each Class of Certificates comprising the interests representing

"regular interests" in REMIC II. The "latest possible maturity date" (determined

solely for purposes of satisfying Treasury Regulation Section

1.860G-1(a)(4)(iii)) for each Class of REMIC II Regular Certificates shall be

the Maturity Date.

<TABLE>

Aggregate

Initial Month of

Certificate Final Scheduled

Pass-Through Principal Distribution

Designation Type Rate Balance Date Features Initial Ratings

S&P Moody's

Class A-1 Regular(1) Adjustable(2)(3)$ 81,700,000.00 February 2025 Senior AAA Aaa

Class A-2 Regular(1) Adjustable(2)(3)$ 61,800,000.00 August 2032 Senior AAA Aaa

Class A-3 Regular(1) Adjustable(2)(3 $ 26,136,000.00 January 2035 Senior AAA Aaa

Class M-1 Regular(1) Adjustable(2)(3 $ 6,150,000.00 December 2034 Mezzanine AA+ Aaa

Class M-2 Regular(1) Adjustable(2)(3 $ 4,100,000.00 December 2034 Mezzanine AA Aa1

Class M-3 Regular(1) Adjustable(2)(3) $ 4,100,000.00 November 2034 Mezzanine AA- Aa2

Class M-4 Regular(1) Adjustable(2)(3) $ 4,100,000.00 November 2034 Mezzanine A+ Aa3

Class M-5 Regular(1) Adjustable(2)(3) $ 3,075,000.00 October 2034 Mezzanine A A1

Class M-6 Regular(1) Adjustable(2)(3) $ 2,050,000.00 September 2034 Mezzanine A- A2

Class M-7 Regular(1) Adjustable(2)(3 $ 2,050,000.00 August 2034 Mezzanine BBB+ A3

Class M-8 Regular(1) Adjustable(2)(3 $ 2,563,000.00 July 2034 Mezzanine BBB Baa2

Class M-9 Regular(1) Adjustable(2)(3 $ 2,050,000.00 April 2034 Mezzanine BBB- Ba1

Class B-1 Regular(1) Adjustable(2)(3) $ 2,050,000.00 December 2033 Subordinate BB+ N/R

Class B-2 Regular(1) Adjustable(2)(3) $ 1,128,000.00 January 2033 Subordinate BB N/R

Class B-3 Regular(1) Adjustable(2)(3) $ 718,000.00 September 2031 Subordinate BB- N/R

Class SB Regular(4) Adjustable(4) $ 1,230,003.02 January 2034 Subordinate N/R N/R

</TABLE>

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(1) The Class A Certificates, Class M Certificates and Class B Certificates will

represent ownership of REMIC II Regular Interests together with certain

rights to payments to be made from amounts received under the Yield

Maintenance Agreement which will be deemed made for federal income tax

purposes outside of REMIC II by the holder of the Class SB Certificates as

the owner of the Yield Maintenance Agreement.

(2) The REMIC II Regular Interests ownership of which is represented by the

Class A Certificates, Class M Certificates and Class B Certificates, will

accrue interest at a per annum rate equal to the least of (i) One-Month

LIBOR plus the applicable Margin, (ii) a payment cap as described in the

definition of "Pass-Through Rate" and (iii) 11.00% per annum and the

provisions for the payment of Basis Risk Shortfalls herein, which payments

will not be part of the entitlement of the REMIC II Regular Interests

related to such Certificates.

(3) The Class A Certificates, Class M Certificates and Class B Certificates will

also entitle their holders to certain payments from the Holder of the Class

SB Certificates from amounts to which the related REMIC II Regular Interest

is entitled and from amounts received under the Yield Maintenance Agreement,

which will not be a part of their ownership of the REMIC II Regular

Interests

(4) The Class SB Certificates will accrue interest as described in the

definition of Accrued Certificate Interest. The Class SB Certificates will

not accrue interest on their Certificate Principal Balance. The Class SB

Certificates will be comprised of two REMIC II regular interests, a

principal only regular interest designated SB PO and an interest only

regular interest designated SB IO, which will be entitled to distributions

as set forth herein. The rights of the Holder of the Class SB Certificates

to payments from the Yield Maintenance Agreement shall be outside and apart

from its rights under the REMIC II Regular Interests SB IO and SB PO.

<PAGE>

In consideration of the mutual agreements herein contained, the

Depositor, the Master Servicer and the Trustee agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions

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

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

Article.

Accrued Certificate Interest: With respect to each Distribution Date and

each Class of Class A Certificates, Class M Certificates and Class B

Certificates, interest accrued during the related Interest Accrual Period at the

related Pass-Through Rate for such Distribution Date on the Certificate

Principal Balance thereof immediately prior to such Distribution Date.

Accrued Certificate Interest for the Class A Certificates, Class M

Certificates and Class B Certificates will be based on the actual number of days

in the related Interest Accrual Period and a 360-day year.

With respect to each Distribution Date and the Class SB Certificates,

interest accrued during the preceding calendar month at the related Pass-Through

Rate on the Notional Amount as specified in the definition of Pass-Through Rate,

immediately prior to such Distribution Date in each case, reduced by any

interest shortfalls with respect to the Mortgage Loans other than Prepayment

Interest Shortfalls. In addition, Accrued Certificate Interest with respect to

each Distribution Date, as to the Class SB Certificates, shall be reduced by an

amount equal to the interest portion of Realized Losses allocated to the

Overcollateralization Amount pursuant to Section 4.05 hereof. Accrued

Certificate Interest on the Class SB Certificates shall accrue on the basis of a

360-day year consisting of twelve 30-day months.

The amount of Accrued Certificate Interest on each Class of Certificates

shall be reduced by the amount of (a) Prepayment Interest Shortfalls on the

Mortgage Loans during the prior calendar month allocated to that Class of

Certificates pursuant to Sections 4.02(c) and to the extent not covered by

Compensating Interest pursuant to Section 3.16, and by Relief Act Shortfalls

during the related Due Period allocated to that Class of Certificates pursuant

to Sections 4.02(c); and (b) the interest portion of Realized Losses allocated

to such Class through Subordination as described in Section 4.05. All such

reductions with respect to the Mortgage Loans will be allocated among the

Certificates in proportion to the amounts of Accrued Certificate Interest

payable on such Certificates on such Distribution Date absent such reductions.

Accrued Certificate Interest on each Class of Class A Certificates,

Class M Certificates and Class B Certificates for any Distribution Date shall

also be reduced by any interest shortfalls resulting from the failure of the

Yield Maintenance Agreement Provider to make the required Yield Maintenance

Payment for such Distribution Date, with all such reductions on the Class A

Certificates allocated to the Class A Certificates on a pro rata basis, based on

the portion of the Yield Maintenance Payment each such Class was entitled to,

but did not receive, on such Distribution Date, and all such reductions on the

<PAGE>

Class M Certificates and Class B Certificates allocated to the Class M

Certificates and Class B Certificates on a pro rata basis, based on the portion

of the Yield Maintenance Payment each such Class was entitled to, but did not

receive, on such Distribution Date.

Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date

of determination, the Mortgage Rate borne by the related Mortgage Note, less the

rate at which the related Subservicing Fee accrues.

Adjustment Date: With respect to each adjustable-rate Mortgage Loan,

each date set forth in the related Mortgage Note on which an adjustment to the

interest rate on such Mortgage Loan becomes effective.

Advance: With respect to any Mortgage Loan, any advance made by the

Master 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.

Agreement: This Pooling and Servicing Agreement and all amendments

hereof and supplements hereto.

Amount Held for Future Distribution: With respect to any Distribution

Date, the total of the amounts held in the Custodial Account at the close of

business on the preceding Determination Date on account of (i) Liquidation

Proceeds, Insurance Proceeds, Principal Prepayments, Subsequent Recoveries, REO

Proceeds, Mortgage Loan purchases made pursuant to Section 2.02, 2.03, 2.04 or

4.07 and Mortgage Loan substitutions made pursuant to Section 2.03 or 2.04

received or made in the month of such Distribution Date (other than such

Liquidation Proceeds, Subsequent Recoveries, Insurance Proceeds, REO Proceeds

and purchases of Mortgage Loans that the Master Servicer has deemed to have been

received in the preceding month in accordance with Section 3.07(b)) and (ii)

payments which represent early receipt of scheduled payments of principal and

interest due on a date or dates subsequent to the Due Date in the related Due

Period.

Appraised Value: With respect to any Mortgaged Property, one of the

following: (i) the lesser of (a) the appraised value of such Mortgaged Property

based upon the appraisal or appraisals (or field review) made at the time of the

origination of the related Mortgage Loan, and (b) the sales price of the

Mortgaged Property at such time of origination, or (ii) in the case of a

Mortgaged Property securing a refinanced or modified Mortgage Loan, one of (1)

the appraised value based upon the appraisal made at the time of origination of

the loan which was refinanced or modified, (2) the appraised value determined in

an appraisal made at the time of refinancing or modification or (3) the sales

price of the Mortgaged Property.

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.

<PAGE>

Assignment Agreement: The Assignment and Assumption Agreement, dated the

Closing Date, between Residential Funding and the Depositor relating to the

transfer and assignment of the Mortgage Loans.

Available Distribution Amount: With respect to any Distribution Date, an

amount equal to (a) the sum of (i) the amount on deposit in the Custodial

Account as of the close of business on the immediately preceding Determination

Date, including any Subsequent Recoveries, 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

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

Account on the related Certificate Account Deposit Date pursuant to the second

paragraph of Section 3.12(a), (iv) any amount that the Master Servicer is not

permitted to withdraw from the Custodial Account pursuant to Section 3.16(e) in

respect of the Mortgage Loans and (v) any amount deposited in the Certificate

Account pursuant to Section 4.07 or 9.01, reduced by (b) the sum as of the close

of business on the immediately preceding Determination Date of (i) any payments

or collections consisting of prepayment charges on the Mortgage Loans that were

received during the related Prepayment Period, (ii) the Amount Held for Future

Distribution, and (iii) amounts permitted to be withdrawn by the Master Servicer

from the Custodial Account pursuant to clauses (ii)-(x), inclusive, of Section

3.10(a).

Balloon Loan: Each of the Mortgage Loans having an original term to

maturity that is shorter than the related amortization term.

Balloon Payment: With respect to any Balloon Loan, the related Monthly

Payment payable on the stated maturity date of such Balloon Loan.

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

Basis Risk Shortfall: With respect to each Class of Class A

Certificates, Class M Certificates and Class B Certificates and any Distribution

Date, the sum of (a) with respect to any Distribution Date on which the Net WAC

Cap Rate is used to determine the Pass-Through Rate of such Class, an amount

equal to the sum of the excess of (x) Accrued Certificate Interest for such

Class calculated at a per annum rate equal to the least of (1) One-Month LIBOR

plus the related Margin, (2) the Weighted Average Maximum Net Mortgage Rate and

(3) 11.00%, over (y) Accrued Certificate Interest for such Class calculated

using the Net WAC Cap Rate, (b) any shortfalls for such Class calculated

pursuant to clause (a) above remaining unpaid from prior Distribution Dates, and

days in the preceding Interest Accrual Period) at a per annum rate equal to the

least of (i) One-Month LIBOR plus the related Margin for such Distribution Date,

(ii) the Weighted Average Maximum Net Mortgage Rate and (iii) 11.00%.

<PAGE>

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

Depository or its nominee.

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

day on which banking institutions in the State of New York, the State of

California, the State of Texas, the State of Minnesota or the State of Illinois

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

Certificate Account are at the time located) are required or authorized by law

or executive order to be closed.

Calendar Quarter: A Calendar Quarter shall consist of one of the

following time periods in any given year: January 1 through March 31, April 1

through June 30, July 1 through September 30, and October 1 through December 31.

Capitalization Reimbursement Amount: With respect to any Distribution

Date, the amount of unreimbursed Advances or Servicing Advances that were added

to the Stated Principal Balance of the Mortgage Loans during the preceding

calendar month and reimbursed to the Master Servicer or Subservicer pursuant to

Section 3.10(a)(vii) on or prior to such Distribution Date.

Cash Liquidation: With respect to any defaulted Mortgage Loan other than

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

Master Servicer that it has received all Insurance Proceeds, Liquidation

Proceeds and other payments or cash recoveries which the Master Servicer

reasonably and in good faith expects to be finally recoverable with respect to

such Mortgage Loan.

Certificate: Any Class A Certificate, Class M Certificate, Class B

Certificate, Class SB Certificate or Class R Certificate.

Certificate Account: The 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., Mortgage Asset-Backed Pass-Through Certificates, Series

2005-RZ1" and which account shall be held for the benefit of the

Certificateholders and which must be an Eligible Account.

Certificate Account Deposit Date: With respect to any Distribution Date,

the Business Day prior thereto.

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 any purpose hereof. 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 Depositor, the Master 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

<PAGE>

otherwise specified herein; provided, however, that the Trustee shall be

required to recognize as a "Holder" or "Certificateholder" only the Person in

whose name a Certificate is registered in the Certificate Register.

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

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

indirect participating brokerage firm for which a Depository Participant acts as

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

and otherwise on the books of the Depository.

Certificate Principal Balance: With respect to any Class A Certificate,

Class M Certificate or Class B 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(c) and (y) the aggregate

of all reductions in Certificate Principal Balance of such

Certificates deemed to have occurred in connection with Realized

Losses which were previously allocated to such Certificate (or

any predecessor Certificate) pursuant to Section 4.05;

provided, that with respect to any Distribution Date, the Certificate Principal

Balances of the Class A Certificates, Class M Certificates and Class B

Certificates will be increased, in each case to the extent of Realized Losses

previously allocated thereto and remaining unreimbursed, to the extent of

Subsequent Recoveries in the following order of priority: first to the Class A

Certificates, pro rata, and then to the Class M-1 Certificates , Class M-2

Certificates , Class M-3 Certificates , Class M-4 Certificates , Class M-5

Certificates , Class M-6 Certificates , Class M-7 Certificates, Class M-8

Certificates, Class M-9 Certificates, Class B-1 Certificates, Class B-2

Certificates and Class B-3 Certificates, in that order

With respect to any Class SB Certificate, on any date of determination,

an amount equal to the Percentage Interest evidenced by such Certificate

multiplied by an amount equal to (i) 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 the Class A Certificates, Class M

Certificates and Class B Certificates then outstanding, which represents the sum

of (i) the Initial Principal Balance of the REMIC II Regular Interest SB-PO, as

reduced by Realized Losses allocated thereto and payments deemed made thereon,

and (ii) accrued and unpaid interest on the REMIC II Regular Interest SB-IO, as

reduced by Realized Losses allocated thereto.

The Class R Certificates will not have a Certificate Principal Balance.

Certificate Register and Certificate Registrar: The register maintained

and the registrar appointed pursuant to Section 5.02.

Class: Collectively, all of the Certificates or uncertificated interests

bearing the same designation.

<PAGE>

Class A Certificates: Collectively, the Class A-1 Certificates, Class

A-2 Certificates and Class A-3 Certificates.

Class A Principal Distribution Amount: With respect to any Distribution

Date (a) prior to the Stepdown Date or on or after the Stepdown Date if a

Trigger Event is in effect for that Distribution Date, the Principal

Distribution Amount for that Distribution Date or (b) on or after the Stepdown

Date if a Trigger Event is not in effect for that Distribution Date, the lesser

of:

(i) the Principal Distribution Amount for that Distribution Date; and

(ii) the excess, if any, of (A) the aggregate Certificate Principal Balance of

the Class A-I Certificates immediately prior to that Distribution Date over (B)

the lesser of (x) the product of (1) the applicable Subordination Percentage and

(2) the aggregate Stated Principal Balance of the Mortgage Loans after giving

effect to distributions to be made on that Distribution Date and (y) the excess,

if any, of the aggregate Stated Principal Balance of the Mortgage Loans after

giving effect to distributions to be made on that Distribution Date, over the

Overcollateralization Floor.

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

the Trustee and authenticated by the Certificate Registrar substantially in the

form annexed hereto as Exhibit A, senior to the Class M, Class B, Class SB and

Class R Certificates with respect to distributions and the allocation of

Realized Losses in respect of the Mortgage Loans as set forth in Section 4.05,

and evidencing (i) an interest designated as a "regular interest" in REMIC II

for purposes of the REMIC Provisions and (ii) the right to receive payments

under the Yield Maintenance Agreement.

Class A-1 Margin: Initially, 0.100% per annum, and on any Distribution

Date on or after the second Distribution Date after the first possible Optional

Termination Date, 0.200% per annum.

Class A-2 Certificate: Any one of the Class A-2 Certificates executed by

the Trustee and authenticated by the Certificate Registrar substantially in the

form annexed hereto as Exhibit A, senior to the Class M, Class B, Class SB and

Class R Certificates with respect to distributions and the allocation of

Realized Losses in respect of the Mortgage Loans as set forth in Section 4.05,

and evidencing (i) an interest designated as a "regular interest" in REMIC II

for purposes of the REMIC Provisions and (ii) the right to receive payments

under the Yield Maintenance Agreement.

Class A-2 Margin: Initially, 0.200% per annum, and on any Distribution

Date on or after the second Distribution Date after the first possible Optional

Termination Date, 0.400% per annum.

Class A-3 Certificate: Any one of the Class A-3 Certificates executed by

the Trustee and authenticated by the Certificate Registrar substantially in the

form annexed hereto as Exhibit A, senior to the Class M, Class B, Class SB and

Class R Certificates with respect to distributions and the allocation of

Realized Losses in respect of the Mortgage Loans as set forth in Section 4.05,

and evidencing (i) an interest designated as a "regular interest" in REMIC II

for purposes of the REMIC Provisions and (ii) the right to receive payments

under the Yield Maintenance Agreement.

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Class A-3 Margin: Initially, 0.300% per annum, and on any Distribution

Date on or after the second Distribution Date after the first possible Optional

Termination Date, 0.600% per annum.

Class B Certificates: Collectively, the Class B-1 Certificates, Class

B-2 Certificates and Class B-3 Certificates.

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

the Trustee and authenticated by the Certificate Registrar substantially in the

form annexed hereto as Exhibit B-2, senior to the Class B-2 Certificates, Class

B-3 Certificates, Class SB Certificates and Class R Certificates with respect to

distributions and the allocation of Realized Losses in as set forth in Section

4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC

II for purposes of the REMIC Provisions and (ii) the right to receive payments

under the Yield Maintenance Agreement.

Class B-1 Margin: Initially, 3.250% per annum, and on any Distribution

Date on or after the second Distribution Date after the first possible Optional

Termination Date, 4.875% per annum.

Class B-1 Principal Distribution Amount: With respect to any

Distribution Date (a) prior to the Stepdown Date or on or after the Stepdown

Date if a Trigger Event is in effect for that Distribution Date, the remaining

Principal Distribution Amount for that Distribution Date after distribution of

the Class A Principal Distribution Amount, the Class M-1 Principal Distribution

Amount, the Class M-2 Principal Distribution Amount, Class M-3 Principal

Distribution Amount, Class M-4 Principal Distribution Amount, Class M-5

Principal Distribution Amount, Class M-6 Principal Distribution Amount, the

Class M-7 Principal Distribution Amount, the Class M-8 Principal Distribution

Amount and the Class M-9 Principal Distribution Amount or (b) on or after the

Stepdown Date if a Trigger Event is not in effect for that Distribution Date,

the lesser of:

(i) the remaining Principal Distribution Amount for that Distribution Date after

distribution of the Class A Principal Distribution Amount, the Class M-1

Principal Distribution Amount, the Class M-2 Principal Distribution Amount,

Class M-3 Principal Distribution Amount, Class M-4 Principal Distribution

Amount, Class M-5 Principal Distribution Amount, Class M-6 Principal

Distribution Amount, the Class M-7 Principal Distribution Amount, the Class M-8

Principal Distribution Amount and the Class M-9 Principal Distribution Amount;

and

(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate

Principal Balance of the Class A Certificates, Class M-1 Certificates, Class M-2

Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5

Certificates, Class M-6 Certificates, Class M-7 Certificates, Class M-8

Certificates and Class M-9 Certificates (after taking into account the payment

of the Class A Principal Distribution Amount, the Class M-1 Principal

Distribution Amount, the Class M-2 Principal Distribution Amount, Class M-3

Principal Distribution Amount, Class M-4 Principal Distribution Amount, Class

M-5 Principal Distribution Amount, Class M-6 Principal Distribution Amount, the

Class M-7 Principal Distribution Amount, the Class M-8 Principal Distribution

<PAGE>

Amount and the Class M-9 Principal Distribution Amount for that Distribution

Date) and (2) the Certificate Principal Balance of the Class B-1 Certificates

immediately prior to that Distribution Date over (B) the lesser of (x) the

product of (1) the applicable Subordination Percentage and (2) the aggregate

Stated Principal Balance of the Mortgage Loans after giving effect to

distributions to be made on that Distribution Date and (y) the excess, if any,

of the aggregate Stated Principal Balance of the Mortgage Loans after giving

effect to distributions to be made on that Distribution Date, over the

Overcollateralization Floor.

Class B-2 Certificate: Any one of the Class B-2 Certificates executed by

the Trustee and authenticated by the Certificate Registrar substantially in the

form annexed hereto as Exhibit B-2, senior to the Class B-3 Certificates, Class

SB Certificates and Class R Certificates with respect to distributions and the

allocation of Realized Losses in as set forth in Section 4.05, and evidencing

(i) an interest designated as a "regular interest" in REMIC II for purposes of

the REMIC Provisions and (ii) the right to receive payments under the Yield

Maintenance Agreement.

Class B-2 Margin: Initially, 3.250% per annum, and on any Distribution

Date on or after the second Distribution Date after the first possible Optional

Termination Date, 4.875% per annum.

Class B-2 Principal Distribution Amount: With respect to any