EX 10.1 POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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GMAC MORTGAGE CORPORATION | Institutional Trust Services | JPMORGAN CHASE BANK, NA | Loan Group | RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC

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Title: EX 10.1 POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 3/22/2005

EX 10.1 POOLING AND SERVICING AGREEMENT, Parties: gmac mortgage corporation , institutional trust services , jpmorgan chase bank na , loan group , residential asset mortgage products inc

EXECUTION COPY

RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,

Company,

GMAC MORTGAGE CORPORATION,

Servicer

and

JPMORGAN CHASE BANK, N.A.,

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of February 24, 2005

GMACM Mortgage Loan Trust 2005-AR1

Residential Asset Mortgage Products, Inc.

GMACM Mortgage Pass-Through Certificates, Series 2005-AR1

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TABLE OF CONTENTS

PAGE

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ARTICLE I DEFINITIONS...............................................................4

Section 1.01. Definitions.......................................................4

Section 1.02. Use of Words and Phrases.........................................45

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES..........45

Section 2.01. Conveyance of Mortgage Loans.....................................45

Section 2.02. Acceptance by Trustee............................................48

Section 2.03. Representations, Warranties and Covenants of the Servicer........49

Section 2.04. Representations and Warranties of the Seller.....................50

Section 2.05. Execution and Authentication of Certificates.....................51

Section 2.06. Purposes and Powers of the Trust Fund............................52

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

Section 3.01. Servicer to Act as Servicer......................................52

Section 3.02. Subservicing Agreements Between Servicer and Subservicers;

Enforcement of Subservicers' and Seller's Obligations............53

Section 3.03. Successor Subservicers...........................................54

Section 3.04. Liability of the Servicer........................................54

Section 3.05. No Contractual Relationship Between Subservicer and Trustee

or Certificateholders............................................54

Section 3.06. Assumption or Termination of Subservicing Agreements by

Trustee..........................................................54

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

Custodial Account................................................55

Section 3.08. Subservicing Accounts; Servicing Accounts........................57

Section 3.09. Access to Certain Documentation and Information Regarding

the Mortgage Loans...............................................57

Section 3.10. Permitted Withdrawals from the Custodial Account.................58

Section 3.11. Maintenance of the Primary Insurance Policies; Collections

Thereunder.......................................................59

Section 3.12. Maintenance of Hazard Insurance and Omissions and Fidelity

Coverage.........................................................60

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

Modification Agreements; Certain Assignments.....................61

Section 3.14. Realization Upon Defaulted Mortgage Loans........................63

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Section 3.15. Trustee to Cooperate; Release of Mortgage Notes..................65

Section 3.16. Servicing and Other Compensation; Compensating Interest..........67

Section 3.17. Periodic Filings with the Securities and Exchange

Commission; Additional Information...............................67

Section 3.18. Annual Statement as to Compliance................................68

Section 3.19. Annual Independent Public Accountants' Servicing Report..........68

Section 3.20. Rights of the Company in Respect of the Servicer.................69

Section 3.21. Administration of Buydown Funds..................................69

Section 3.22. Advance Facility.................................................69

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

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

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

Section 4.03. Statements to Certificateholders.................................77

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

Advances by the Servicer.........................................78

Section 4.05. Allocation of Realized Losses....................................79

Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property....80

Section 4.07. Optional Purchase of Defaulted Mortgage Loans....................80

ARTICLE V THE CERTIFICATES.........................................................82

Section 5.01. The Certificates.................................................82

Section 5.02. Registration of Transfer and Exchange of Certificates............83

Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates................88

Section 5.04. Persons Deemed Owners............................................88

Section 5.05. Appointment of Paying Agent......................................88

Section 5.06. Optional Purchase of Certificates................................89

ARTICLE VI THE COMPANY AND THE SERVICER.............................................90

Section 6.01. Respective Liabilities of the Company and the Servicer...........90

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

Assignment of Rights and Delegation of Duties by Servicer........90

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

Others...........................................................91

Section 6.04. Company and Servicer Not to Resign...............................91

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ARTICLE VII DEFAULT..................................................................92

Section 7.01. Events of Default................................................92

Section 7.02. Trustee to Act; Appointment of Successor.........................93

Section 7.03. Notification to Certificateholders...............................95

Section 7.04. Waiver of Events of Default......................................95

ARTICLE VIII CONCERNING THE TRUSTEE...................................................95

Section 8.01. Duties of Trustee................................................95

Section 8.02. Certain Matters Affecting the Trustee............................97

Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans............98

Section 8.04. Trustee May Own Certificates.....................................98

Section 8.05. Servicer to Pay Trustee's Fees and Expenses; Indemnification.....98

Section 8.06. Eligibility Requirements for Trustee.............................99

Section 8.07. Resignation and Removal of the Trustee...........................99

Section 8.08. Successor Trustee...............................................100

Section 8.09. Merger or Consolidation of Trustee..............................101

Section 8.10. Appointment of Co-Trustee or Separate Trustee...................101

Section 8.11. Appointment of Custodians.......................................102

Section 8.12. Appointment of Office or Agency.................................102

ARTICLE IX TERMINATION.............................................................102

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

All Mortgage Loans..............................................102

Section 9.02. Additional Termination Requirements.............................104

ARTICLE X REMIC PROVISIONS........................................................105

Section 10.01. REMIC Administration............................................105

Section 10.02. Servicer, REMIC Administrator and Trustee Indemnification.......108

Section 10.03. Designation of REMIC(s).........................................108

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

Regular Interests...............................................109

Section 10.05. Compliance with Withholding Requirements........................109

ARTICLE XI MISCELLANEOUS PROVISIONS................................................109

Section 11.01. Amendment.......................................................109

Section 11.02. Recordation of Agreement; Counterparts..........................111

iii

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Section 11.03. Limitation on Rights of Certificateholders......................111

Section 11.04. Governing Law...................................................112

Section 11.05. Notices.........................................................112

Section 11.06. Required Notices to Rating Agency and Subservicer...............113

Section 11.07. Severability of Provisions......................................113

Section 11.08. Supplemental Provisions for Resecuritization....................113

Section 11.09. Allocation of Voting Rights.....................................114

Section 11.10. Non-Petition....................................................114

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EXHIBITS

Exhibit A: Form of Class A 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 E-3: Mortgage Loan Schedule for Loan Group 3

Exhibit E-4: Mortgage Loan Schedule for Loan Group 4

Exhibit E-5: Mortgage Loan Schedule for Loan Group 5

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: Information to be Included in Monthly Distribution Date Statement

Exhibit M: Form of Custodian Certification

Exhibit N-1 Form of Form 10-K Certification

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

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This is the Pooling and Servicing Agreement, dated as of February 24,

2005 (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., an association organized under the laws of the United

States, as Trustee (together with its permitted successors and assigns, the

"Trustee").

PRELIMINARY STATEMENT:

The Company intends to sell mortgage-backed pass-through certificates

(collectively, the "Certificates"), to be issued hereunder in fourteen 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 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." Component I of the

Class R 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.

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CLASS

DESIGNATION FOR

EACH REMIC I

REGULAR INTEREST

AND COMPONENT I INITIAL CLASS

OF THE CLASS R TYPE OF CERTIFICATE PRINCIPAL FINAL MATURITY

CERTIFICATES INTEREST INTEREST RATE BALANCE DATE*

Class Y-1 Regular Variable(1) 24,489.08 March 2035

Class Y-2 Regular Variable(2) 80,392.92 March 2035

Class Y-3 Regular Variable(3) 11,078.35 March 2035

Class Y-4 Regular Variable(4) 42,786.20 March 2035

Class Y-5 Regular Variable(5) 39,490.25 March 2035

Class Z-1 Regular Variable(1) 49,649,343.14 March 2035

Class Z-2 Regular Variable(2) 162,989,191.00 March 2035

Class Z-3 Regular Variable(3) 22,460,334.43 March 2035

Class Z-4 Regular Variable(4) 85,529,618.07 March 2035

Class Z-5 Regular Variable(5) 78,940,999.91 March 2035

Component I

of the Class R+ Residual Variable(1) 100.00 March 2035

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* The Distribution Date in the specified month, which is the month following

the month the latest maturing Mortgage Loan in the related Group matures.

For federal income tax purposes, for each Class of REMIC I Regular and

Residual Interests, the "latest possible maturity date" shall be the Final

Maturity Date.

+ Component I of the Class R Certificates is entitled to receive the

applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

(1) Interest distributed to the REMIC I Regular Interests Y-1 and Z-1 and the

Component I of the Class R Certificates on each Distribution Date will have

accrued at the weighted average of the Net Pass-Through Rates for the Group

1 Loans on the applicable Class Principal Balance outstanding immediately

before such Distribution Date.

(2) Interest distributed to the REMIC I Regular Interests Y-2 and Z-2 on each

Distribution Date will have accrued at the weighted average of the Net

Pass-Through Rates for the Group 2 Loans on the applicable Class Principal

Balance outstanding immediately before such Distribution Date.

(3) Interest distributed to the REMIC I Regular Interests Y-3 and Z-3 on each

Distribution Date will have accrued at the weighted average of the Net

Pass-Through Rates for the Group 3 Loans on the applicable Class Principal

Balance outstanding immediately before such Distribution Date.

(4) Interest distributed to the REMIC I Regular Interests Y-4 and Z-4 on each

Distribution Date will have accrued at the weighted average of the Net

Pass-Through Rates for the Group 4 Loans on the applicable Class Principal

Balance outstanding immediately before such Distribution Date.

(5) Interest distributed to the REMIC I Regular Interests Y-5 and Z-5 and the

Component I of the Class R Certificates on each Distribution Date will have

accrued at the weighted average of the Net Pass-Through Rates for the Group

5 Loans on the applicable Class Principal Balance outstanding immediately

before such Distribution Date.

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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. Component II of the Class R 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 and Month of Final Scheduled Distribution

Date 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.

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CLASS DESIGNATION

FOR EACH AGGREGATE

REMIC III REGULAR INITIAL

INTEREST AND CERTIFICATE FINAL

COMPONENT III OF PRINCIPAL SCHEDULED

THE CLASS R TYPE OF PASS-THROUGH BALANCE/NOTIONAL DISTRIBUTION

CERTIFICATES INTEREST RATE AMOUNT FEATURES DATE

Class 1-A-1 Regular Variable $ 12,000,000 Senior, Pass-Through March 2035

Regular Variable $ 34,000,000 Senior, Pass-Through March 2035

Class 1-A-2

Regular Variable $ 1,615,000 Senior, Pass-Through March 2035

Class 1-A-3

Class 2-A Regular Variable $ 81,923,000 Senior, Pass-Through March 2035

Class 3-A Regular Variable $156,115,000 Senior, Pass-Through March 2035

Class 4-A Regular Variable $ 21,512,000 Senior, Pass-Through March 2035

Class 5-A Regular Variable $ 75,612,000 Senior, Pass-Through March 2035

Class M-1 Regular Variable $ 7,796,000 Subordinate March 2035

Class M-2 Regular Variable $ 3,198,000 Subordinate March 2035

Class M-3 Regular Variable $ 1,999,000 Subordinate March 2035

Class B-1 Regular Variable $ 1,799,000 Subordinate March 2035

Class B-2 Regular Variable $ 1,399,000 Subordinate March 2035

Class B-3 Regular Variable $ 799,723 Subordinate March 2035

Component II

of the Class R(3) Residual ----- $ 100 Senior/Residual

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

(1) The Class 1-A-1, 1-A-2 and 1-A-3 Certificates will accrue interest at a per

annum rate equal to the Group 1 Net WAC Rate. The Class 2-A Certificates

will accrue interest at a per annum rate equal to the Group 2 Net WAC Rate.

The Class 3-A Certificates will accrue interest at a per annum rate equal to

the Group 3 Net WAC Rate. The Class -4-A Certificates will accrue interest

at a per annum rate equal to the Group 4 Net WAC Rate. The Class 5-A

Certificates will accrue interest at a per annum rate equal to the Group 5

Net WAC Rate.

(2) The Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates,

Class B-1 Certificates, Class B-2 Certificates and Class B-3 Certificates

will accrue interest at a per annum rate equal to the weighted average of

(i) the Group 1 Net WAC Rate, (ii) the related Group 2 Net WAC Rate, (iii)

the related Group 3 Net WAC Rate, (iv) the related Group 4 Net WAC Rate and

(v) the related Group 5 Net WAC Rate, in each case, weighted on the basis of

the related Subordinate Component.

(3) Component II of the Class R Certificates shall be entitled to receive the

applicable Residual Distribution Amount. Component II of the Class R

Certificates shall not be entitled to receive any distributions of interest

or principal.

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

the Servicer and the Trustee agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions.

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

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

Article.

Accrued Certificate Interest: With respect to each Distribution Date and

any Class of 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. Accrued Certificate

Interest on each Class of Certificates will be calculated on the basis of a

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

With respect to each Distribution Date, 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 on the basis of their respective amounts

of Accrued Certificate Interest that would have been payable on such

Distribution Date absent such reductions. In addition to that portion of the

reductions described in the preceding sentence that are allocated to any Class

of Class B Certificates or any Class of Class M Certificates, Accrued

Certificate Interest on such Class of Class B Certificates or such Class of

Class M Certificates will be reduced by the interest portion (adjusted to the

Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of

Class B Certificates or such Class of Class M Certificates pursuant to Section

4.05.

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Adjustment Date: With respect to each 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: 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.

Aggregate Subordinate Percentage: With respect to any Distribution Date,

the percent equivalent of a fraction, the numerator of which is the aggregate

Certificate Principal Balance of the Subordinate Certificates immediately prior

to such Distribution Date and the denominator of which is the Pool Stated

Principal Balance as of such Distribution Date.

Amount Held for Future Distribution: With respect 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 related Determination Date on

account of (i) Liquidation Proceeds, Subsequent Recoveries, 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, Subsequent Recoveries 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: With respect 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 immediately preceding Determination Date, including any

<PAGE>

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 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)

$150,000 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) (i) if the aggregate principal balance of the

Non-Primary Residence Loans as of the Relevant Anniversary

is less than 10% of the Stated Principal Balance of the

Mortgage Loans as of the Relevant Anniversary, $0.00, or

(ii) if the aggregate principal balance of the Non-Primary

Residence Loans as of the Relevant Anniversary is equal to

or greater than 10% of the Stated Principal Balance of the

Mortgage Loans as of the Relevant Anniversary, the sum of

(I) the aggregate principal balance of the Non-Primary

Residence Loans with a Loan-to-Value Ratio of greater than

80.00% but less than or equal to 90.00% (other than

Additional Collateral Loans), times 0.25%, (II) the

aggregate principal balance of the Non-Primary Residence

Loans with a Loan-to-Value Ratio of greater than 90.00%

but less than or equal to 95.00% (other than Additional

Collateral Loans), times 0.50%, and (III) the aggregate

principal balance of the Non-Primary Residence Loans with

a Loan-to-Value Ratio of greater than 95.00% (other than

Additional Collateral Loans) times 0.75%, in each case as

of the Relevant Anniversary, over

<PAGE>

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

one or more specific Classes of Certificates in accordance with Section

4.05 since the Relevant Anniversary.

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

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

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

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

any Class of Certificates by such Rating Agency 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.

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 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.

<PAGE>

Certificate Principal Balance: With respect to each Certificate, on any

date of determination, an amount equal to:

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

specified on the face thereof, plus

(ii) any Subsequent Recoveries added to the Certificate Principal

Balance of such Certificate pursuant to Section 4.02(e), minus

(iii) the sum of (x) the aggregate of all amounts previously

distributed with respect to such Certificate (or any predecessor

Certificate) and applied to reduce the Certificate Principal

Balance thereof pursuant to Section 4.02 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

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 1-A Certificates: Collectively, the Class 1-A-1, Class 1-A-2 and

Class 1-A-3 Certificates.

Class 1-A-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 hereto as Exhibit A, representing an interest

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

Provisions.

<PAGE>

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

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form hereto as Exhibit A, representing an interest

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

Provisions.

Class 1-A-3 Certificate: Any one of the Class 1-A-3 Certificates,

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form hereto as Exhibit A, representing an interest

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

Provisions.

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

by the Trustee and authenticated by the Certificate Registrar substantially in

the form hereto as Exhibit A, representing ) an interest designated as a

"regular interest" in REMIC II for purposes of the REMIC Provisions.

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

by the Trustee and authenticated by the Certificate Registrar substantially in

the form hereto as Exhibit A, each such Certificate representing an interest

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

Provisions.

Class 4-A Certificate: Any one of the Class 4-A Certificates, executed

by the Trustee and authenticated by the Certificate Registrar substantially in

the form hereto as Exhibit A, each such Certificate representing an interest

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

Provisions.

Class 5-A Certificate: Any one of the Class 5-A Certificates, executed

by the Trustee and authenticated by the Certificate Registrar substantially in

the form hereto as Exhibit A, representing an interest designated as a "regular

interest" in REMIC II for purposes of the REMIC Provisions.

Class A Certificates: Collectively, the Class 1-A, Class 2-A

Certificates, Class 3-A Certificates, Class 4-A Certificates and Class 5-A

Certificates.

Class B Certificates: Collectively, the Class B-1, Class B-2 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 C, representing an interest designated as a

"regular interest" in REMIC II for purposes of the REMIC Provisions.

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 C, representing an interest designated as a

"regular interest" in REMIC II for purposes of the REMIC Provisions.

Class B-3 Certificate: Any one of the Class B-3 Certificates, executed

by the Trustee and authenticated by the Certificate Registrar substantially in

the form annexed hereto as Exhibit C, representing an interest designated as a

"regular interest" in REMIC II for purposes of the REMIC Provisions.

Class M Certificates: Collectively, the Class M-1, Class M-2 and Class

M-3 Certificates.

Class M-1 Certificate: Any one of the Class M-1 Certificates, executed

by the Trustee and authenticated by the Certificate Registrar substantially in

the form annexed hereto as Exhibit B, representing an interest designated as a

"regular interest" in REMIC II for purposes of the REMIC Provisions.

<PAGE>

Class M-2 Certificate: Any one of the Class M-2 Certificates, executed

by the Trustee and authenticated by the Certificate Registrar substantially in

the form annexed hereto as Exhibit B, representing an interest designated as a

"regular interest" in REMIC II for purposes of the REMIC Provisions.

Class M-3 Certificate: Any one of the Class M-3 Certificates, executed

by the Trustee and authenticated by the Certificate Registrar substantially in

the form annexed hereto as Exhibit B, representing an interest designated as a

"regular interest" in REMIC II for purposes of the REMIC Provisions.

Class Principal Balance: For any Class of REMIC I Regular Interests or

REMIC II Regular Interests, the applicable initial Class Principal Balance

therefor set forth in the Preliminary Statement hereto, corresponding to the

rights of such Class in payments of principal due to be passed through to such

Class from principal payments on the Mortgage Loans or the REMIC I Regular

Interests, as applicable, as reduced from time to time by (x) distributions of

principal to such Class and (y) the portion of Realized Losses allocated to the

Class Principal Balance of such Class pursuant to the definition of "Realized

Loss" with respect to a given Distribution Date and as increased by Subsequent

Recoveries allocated in respect thereof. For any Distribution Date, the

reduction of the Class Principal Balance of any REMIC I Regular Interests

pursuant to the definition of "Realized Loss" shall be deemed effective before

the determination and distribution of principal on such Class pursuant to the

definition of "REMIC I Distribution Amount" and the reduction of the Class

Principal Balance of any REMIC II Regular Interests pursuant to the definition

of "Realized Loss" shall be deemed effective after the determination and

distribution of principal on such Class pursuant to the definition of "REMIC II

Distribution Amount."

Notwithstanding the foregoing, any amounts distributed in respect of

principal losses pursuant to paragraph (e)(i) of the definition of "REMIC I

Distribution Amount" shall not cause a reduction in the Class Principal Balances

of the REMIC I or REMIC II Regular Interests.

Class R Certificate: Any one of the Class R Certificates executed by the

Trustee and authenticated by the Certificate Registrar substantially in the form

annexed hereto as Exhibit D and evidencing ownership of interests designated as

"residual interests" in REMIC I and REMIC II for purposes of the REMIC

Provisions. Component I of the Class R Certificate is designated as the sole

class of "residual interest" in REMIC I and Component II of the Class R

Certificate is designated as the sole class of "residual interest" in REMIC II.

Class Y Principal Reduction Amounts: For any Distribution Date, the

amounts by which the Class Principal Balances of the Class Y Regular Interests

will be reduced on such Distribution Date by the allocation of Realized Losses

and the distribution of principal, determined as described in Appendix 1.

Class Y Regular Interests: The Class Y-1, Class Y-2, Class Y-3, Class

Y-4 and Class Y-5 Regular Interests.

Class Y-1 Principal Distribution Amount: For any Distribution Date, the

sum of (A) the excess, if any, of the Class Y-1 Principal Reduction Amount for

such Distribution Date over the principal portion of Realized Losses allocated

to the Class Y-1 Regular Interest on such Distribution Date and (B) an amount

equal to the lesser of (i) the portion, if any, of the Subsequent Recoveries for

Group 1 Loans for such Distribution Date not included in the Class Z-1 Principal

Distribution Amount pursuant to clause (B) of the definition thereof and (ii)

the amount of Realized Losses allocated to the Class Y-1 Regular Interest on

previous Distribution Dates (the amount in this clause (B)(ii) reduced by the

amount, if any, calculated pursuant to this clause (B) for prior Distribution

Dates).

<PAGE>

Class Y-1 Regular Interest: The uncertificated undivided beneficial

interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled

to distributions as set forth herein.

Class Y-2 Principal Distribution Amount: For any Distribution Date, the

sum of (A) the excess, if any, of the Class Y-2 Principal Reduction Amount for

such Distribution Date over the principal portion of Realized Losses allocated

to the Class Y-2 Regular Interest on such Distribution Date and (B) an amount

equal to the lesser of (i) the portion, if any, of the Subsequent Recoveries for

the Group 2 Loans for such Distribution Date not included in the Class Z-2

Principal Distribution Amount pursuant to clause (B) of the definition thereof

and (ii) the amount of Realized Losses allocated to the Class Y-2 Regular

Interest on previous Distribution Dates (the amount in this clause (B)(ii)

reduced by the amount, if any, calculated pursuant to this clause (B) for prior

Distribution Dates).

Class Y-2 Regular Interest: The uncertificated undivided beneficial

interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled

to distributions as set forth herein.

Class Y-3 Principal Distribution Amount: For any Distribution Date, the

sum of (A) the excess, if any, of the Class Y-3 Principal Reduction Amount for

such Distribution Date over the principal portion of Realized Losses allocated

to the Class Y-3 Regular Interest on such Distribution Date and (B) an amount

equal to the lesser of (i) the portion, if any, of the Subsequent Recoveries for

Group 3 Loans for such Distribution Date not included in the Class Z-3 Principal

Distribution Amount pursuant to clause (B) of the definition thereof and (ii)

the amount of Realized Losses allocated to the Class Y-3 Regular Interest on

previous Distribution Dates (the amount in this clause (B)(ii) reduced by the

amount, if any, calculated pursuant to this clause (B) for prior Distribution

Dates).

Class Y-3 Regular Interest: The uncertificated undivided beneficial

interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled

to distributions as set forth herein.

Class Y-4 Principal Distribution Amount: For any Distribution Date, the

sum of (A) the excess, if any, of the Class Y-4 Principal Reduction Amount for

such Distribution Date over the principal portion of Realized Losses allocated

to the Class Y-4 Regular Interest on such Distribution Date and (B) an amount

equal to the lesser of (i) the portion, if any, of the Subsequent Recoveries for

Group 4 Loans for such Distribution Date not included in the Class Z-4 Principal

Distribution Amount pursuant to clause (B) of the definition thereof and (ii)

the amount of Realized Losses allocated to the Class Y-4 Regular Interest on

previous Distribution Dates (the amount in this clause (B)(ii) reduced by the

amount, if any, calculated pursuant to this clause (B) for prior Distribution

Dates).

Class Y-4 Regular Interest: The uncertificated undivided beneficial

interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled

to distributions as set forth herein.

Class Y-5 Principal Distribution Amount: For any Distribution Date, the

sum of (A) the excess, if any, of the Class Y-5 Principal Reduction Amount for

such Distribution Date over the principal portion of Realized Losses allocated

to the Class Y-5 Regular Interest on such Distribution Date and (B) an amount

equal to the lesser of (i) the portion, if any, of the Subsequent Recoveries for

Group 5 Loans for such Distribution Date not included in the Class Z-5 Principal

Distribution Amount pursuant to clause (B) of the definition thereof and (ii)

the amount of Realized Losses allocated to the Class Y-5 Regular Interest on

previous Distribution Dates (the amount in this clause (B)(ii) reduced by the

amount, if any, calculated pursuant to this clause (B) for prior Distribution

Dates).

<PAGE>

Class Y-5 Regular Interest: The uncertificated undivided beneficial

interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled

to distributions as set forth herein.

Class Z Principal Reduction Amounts: For any Distribution Date, the

amounts by which the Class Principal Balances of the Class Z Regular Interests

will be reduced on such Distribution Date by the allocation of Realized Losses

and the distribution of principal, which shall be in each case the excess of (A)

the sum of (x) the excess of the REMIC I Available Distribution Amount for the

related Group (i.e. the "related Group" for the Class Z-1 Regular Interest is

the Group 1 Loans, the "related Group" for the Class Z-2 Regular Interest is the

Group 2 Loans, the "related Group" for the Class Z-3 Regular Interest is the

Group 3 Loans, the "related Group" for the Class Z-4 Regular Interest is the

Group 4 Loans and the "related Group" for the Class Z-5 Regular Interest is the

Group 5 Loans) over the sum of the amounts thereof distributable (i) in respect

of interest on such Class Z Regular Interest and the related Class Y Regular

Interest, (ii) to such Class Z Regular Interest and the related Class Y Regular

Interest pursuant to clause (c)(ii) of the definition of "REMIC I Distribution

Amount" and (iii) in the case of the Group 1 Loans, to the Class R-1 Residual

Interest and (y) the amount of Realized Losses allocable to principal for the

related Group over (B) the Class Y Principal Reduction Amount for the related

Group.

Class Z Regular Interests: The Class Z-1, Class Z-2, Class Z-3, Class

Z-4 and Class Z-5 Regular Interests.

Class Z-1 Principal Distribution Amount: For any Distribution Date, the

sum of (A) the excess, if any, of the Class Z-1 Principal Reduction Amount for

such Distribution Date over the principal portion of Realized Losses allocated

to the Class Z-1 Regular Interest on such Distribution Date and (B) an amount

equal to the lesser of (i) the Subsequent Recoveries for the Group 1 Loans for

such Distribution Date and (ii) the amount of Realized Losses allocated to the

Class Z-1 Regular Interest on previous Distribution Dates (the amount in this

clause (B)(ii) reduced by the amount, if any, calculated pursuant to this clause

(B) for prior Distribution Dates).

Class Z-1 Regular Interest: The uncertificated undivided beneficial

interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled

to distributions as set forth herein.

Class Z-2 Principal Distribution Amount: For any Distribution Date, the

sum of (A) the excess, if any, of the Class Z-2 Principal Reduction Amount for

such Distribution Date over the principal portion of Realized Losses allocated

to the Class Z-2 Regular Interest on such Distribution Date and (B) an amount

equal to the lesser of (i) the Subsequent Recoveries for the Group 2 Loans for

such Distribution Date and (ii) the amount of Realized Losses allocated to the

Class Z-2 Regular Interest on previous Distribution Dates (the amount in this

clause (B)(ii) reduced by the amount, if any, calculated pursuant to this clause

(B) for prior Distribution Dates).

Class Z-2 Regular Interest: The uncertificated undivided beneficial

interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled

to distributions as set forth herein.

Class Z-3 Principal Distribution Amount: For any Distribution Date, the

sum of (A) the excess, if any, of the Class Z-3 Principal Reduction Amount for

such Distribution Date over the principal portion of Realized Losses allocated

to the Class Z-3 Regular Interest on such Distribution Date and (B) an amount

equal to the lesser of (i) the Subsequent Recoveries for the Group 3 Loans for

such Distribution Date and (ii) the amount of Realized Losses allocated to the

Class Z-3 Regular Interest on previous Distribution Dates (the amount in this

clause (B)(ii) reduced by the amount, if any, calculated pursuant to this clause

(B) for prior Distribution Dates).

<PAGE>

Class Z-3 Regular Interest: The uncertificated undivided beneficial

interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled

to distributions as set forth herein.

Class Z-4 Principal Distribution Amount: For any Distribution Date, the

sum of (A) the excess, if any, of the Class Z-4 Principal Reduction Amount for

such Distribution Date over the principal portion of Realized Losses allocated

to the Class Z-4 Regular Interest on such Distribution Date and (B) an amount

equal to the lesser of (i) the Subsequent Recoveries for the Group 4 Loans for

such Distribution Date and (ii) the amount of Realized Losses allocated to the

Class Z-4 Regular Interest on previous Distribution Dates (the amount in this

clause (B)(ii) reduced by the amount, if any, calculated pursuant to this clause

(B) for prior Distribution Dates).

Class Z-4 Regular Interest: The uncertificated undivided beneficial

interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled

to distributions as set forth herein.

Class Z-5 Principal Distribution Amount: For any Distribution Date, the

sum of (A) the excess, if any, of the Class Z-5 Principal Reduction Amount for

such Distribution Date over the principal portion of Realized Losses allocated

to the Class Z-5 Regular Interest on such Distribution Date and (B) an amount

equal to the lesser of (i) the Subsequent Recoveries for the Group 5 Loans for

such Distribution Date and (ii) the amount of Realized Losses allocated to the

Class Z-5 Regular Interest on previous Distribution Dates (the amount in this

clause (B)(ii) reduced by the amount, if any, calculated pursuant to this clause

(B) for prior Distribution Dates).

Class Z-5 Regular Interest: The uncertificated undivided beneficial

interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled

to distributions as set forth herein.

Closing Date: February 24, 2005.

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.

<PAGE>

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 4 New York Plaza, 6th Floor, New York, New York 10004,

Attention: Institutional Trust Services/Global Debt, GMACM Mortgage Pass-Through

Certificates, Series 2005-AR1. For the purpose of registration, transfer and

exchange only, the Corporate Trust Office shall be 2001 Bryan Street, 8th Floor,

Dallas, Texas 75201 Attention: ITS Transfer Department, GMACM 2005-AR1.

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: February 1, 2005.

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.

<PAGE>

Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a

Qualified Substitute Mortgage Loan.

Delinquent: As used herein, a Mortgage Loan is considered to be: "30 to

59 days" or "30 or more days" delinquent when a payment due on any scheduled due

date remains unpaid as of the close of business on the last business day

immediately prior to the next following monthly scheduled due date; "60 to 89

days" or "60 or more days" delinquent when a payment due on any scheduled due

date remains unpaid as of the close of business on the last business day

immediately prior to the second following monthly scheduled due date; and so on.

The determination as to whether a Mortgage Loan falls into these categories is

made as of the close of business on the last business day of each month. For

example, a Mortgage Loan with a payment due on July 1 that remained unpaid as of

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

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

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

to the Cut-off Date.

Depository: The Depository Trust Company, or any successor Depository

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

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

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

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

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

Securities Exchange Act of 1934, as amended.

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

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

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

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

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

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

Disqualified Organization: Any organization defined as a "disqualified

organization" under Section 860E(e)(5) of the Code, and if not otherwise

included, any of the following: (i) the United States, any State or political

subdivision thereof, any possession of the United States, or any agency or

instrumentality of any of the foregoing (other than an instrumentality which is

a corporation if all of its activities are subject to tax and, except for

Freddie Mac, a majority of its board of directors is not selected by such

governmental unit), (ii) a foreign government, any international organization,

or any agency or instrumentality of any of the foregoing, (iii) any organization

(other than certain farmers' cooperatives described in Section 521 of the Code)

which is exempt from the tax imposed by Chapter 1 of the Code (including the tax

imposed by Section 511 of the Code on unrelated business taxable income), (iv)

rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of

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

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

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

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

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

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

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

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

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

of the Code or successor provisions.

Distribution Date: The 18th day of any month beginning in the month

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

if such 18th day is not a Business Day, the Business Day immediately following

such 18th day.

<PAGE>

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

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

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

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

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

which such Distribution Date occurs.

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

maintained with a federal or state chartered depository institution the accounts

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

short-term debt ratings and the long-term deposit ratings of which are rated in

one of the two 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, and

(iv) 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.

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 class or classes of Certificates on such

Distribution Date. The Excess Subordinate Principal Amount will be allocated

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

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

Certificates on such Distribution Date.

<PAGE>

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

(e) insurrection, rebellion, revolution, civil war, usurped power

or action taken by governmental authority in hindering, combating or

defending against such an occurrence, seizure or destruction under

quarantine or customs regulations, confiscation by order of any

government or public authority; or risks of contraband or illegal

transportation or trade.

Extraordinary Losses: Any loss incurred on a Mortgage Loan caused by or

resulting from an Extraordinary Event.

Fannie Mae: Federal National Mortgage Association, or Fannie Mae, a

federally chartered and privately owned corporation organized and existing under

the Federal National Mortgage Association Charter Act, or any successor thereto.

FASIT: A "financial asset securitization investment trust" within the

meaning of Section 860L of the Code.

FDIC: Federal Deposit Insurance Corporation or any successor thereto.

Final Distribution Date: The Distribution Date on which the final

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

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

the 90-day liquidation period described in Section 9.02.

Fitch: Fitch Ratings or its successor in interest.

Foreclosure Profits: With respect 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.

<PAGE>

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

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

an amount equal to 3.00% 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, (Y) from the first to the second 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) 2.00% 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, and (Z) from the second 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

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.

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

Group 1 Net WAC Rate: With respect to any Distribution Date, a per annum

rate equal to the weighted average of the Net Mortgage Rates (or, if applicable,

the Modified Net Mortgage Rates) on the Group 1 Loans using the Net Mortgage

Rates in effect for the Monthly Payments due on such Mortgage Loans during the

related Due Period, weighted on the basis of the respective Stated Principal

Balances thereof immediately prior to such Distribution Date.

Group 1 Senior Percentage: With respect to 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 Class 1-A-1,

Class 1-A-2 and Class 1-A-3 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) immediately prior to such

<PAGE>

Distribution Date; provided, however, that on any Distribution Date on which the

aggregate Certificate Principal Balance of the Class 2-A, Class 3-A, Class 4-A

and Class 5-A Certificates has been reduced to zero, the Group 1 Senior

Percentage will equal the lesser of (x) the Certificate Principal Balance of the

Class 1-A-1, Class 1-A-2 and Class 1-A-3 Certificates immediately prior to that

Distribution Date divided by the aggregate Stated Principal Balance of all of

the Mortgage Loans in all five Loan Groups immediately prior to that

Distribution Date and (y) 100%.

Group 1 Senior Principal Distribution Amount: With respect 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 (b) the sum

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

1-A-1, Class 1-A-2 and Class 1-A-3 Certificates on such Distribution Date

pursuant to Section 4.02(a)(ii) hereof.

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

Group 2 Net WAC Rate: With respect to any Distribution Date, a per annum

rate equal to the weighted average of the Net Mortgage Rates (or, if applicable,

the Modified Net Mortgage Rates) on the Group 2 Loans using the Net Mortgage

Rates in effect for the Monthly Payments due on such Mortgage Loans during the

related Due Period, weighted on the basis of the respective Stated Principal

Balances thereof immediately prior to such Distribution Date.

Group 2 Senior Percentage: With respect to 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 Class 2-A

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) immediately prior to such Distribution Date; provided,

however, that on any Distribution Date on which the aggregate Certificate

Principal Balance of the Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 3-A, Class

4-A and Class 5-A Certificates has been reduced to zero, the Group 2 Senior

Percentage will equal the lesser of (x) the Certificate Principal Balance of the

Class 2-A Certificates immediately prior to that Distribution Date divided by

the aggregate Stated Principal Balance of all of the Mortgage Loans in all five

Loan Groups immediately prior to that Distribution Date and (y) 100%.

Group 2 Senior Principal Distribution Amount: With respect 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 (b) the sum

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

2-A Certificates on such Distribution Date pursuant to Section 4.02(a)(ii)

hereof.

Group 3 Loans: The Mortgage Loans designated in Exhibit E-3.

Group 3 Net WAC Rate: With respect to any Distribution Date, a per annum

rate equal to the weighted average of the Net Mortgage Rates (or, if applicable,

the Modified Net Mortgage Rates) on the Group 3 Loans using the Net Mortgage

Rates in effect for the Monthly Payments due on such Mortgage Loans during the

related Due Period, weighted on the basis of the respective Stated Principal

Balances thereof immediately prior to such Distribution Date.

Group 3 Senior Percentage: With respect to 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 Class 3-A

Certificates immediately prior to such Distribution Date and the denominator of

<PAGE>

which is the aggregate Stated Principal Balance of all of the Group 3 Loans (or

related REO Properties) immediately prior to such Distribution Date; provided,

however, that on any Distribution Date on which the aggregate Certificate

Principal Balance of the Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 2-A, Class

4-A and Class 5-A Certificates has been reduced to zero, the Group 2 Senior

Percentage will equal the lesser of (x) the Certificate Principal Balance of the

Class 3-A Certificates immediately prior to that Distribution Date divided by

the aggregate Stated Principal Balance of all of the Mortgage Loans in all five

Loan Groups immediately prior to that Distribution Date and (y) 100%.

Group 3 Senior Principal Distribution Amount: With respect to any

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

Amount for Loan Group 3 remaining after the distribution of all amounts required

to be distributed therefrom pursuant to Section 4.02(a)(i)(III), and (b) the sum

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

3-A Certificates on such Distribution Date pursuant to Section 4.02(a)(ii)

hereof.

Group 4 Loans: The Mortgage Loans designated in Exhibit E-4.

Group 4 Net WAC Rate: With respect to any Distribution Date, a per annum

rate equal to the weighted average of the Net Mortgage Rates (or, if applicable,

the Modified Net Mortgage Rates) on the Group 4 Loans using the Net Mortgage

Rates in effect for the Monthly Payments due on such Mortgage Loans during the

related Due Period, weighted on the basis of the respective Stated Principal

Balances thereof immediately prior to such Distribution Date.

Group 4 Senior Percentage: With respect to 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 Class 4-A

Certificates immediately prior to such Distribution Date and the denominator of

which is the aggregate Stated Principal Balance of all of the Group 4 Loans (or

related REO Properties) immediately prior to such Distribution Date; provided,

however, that on any Distribution Date on which the aggregate Certificate

Principal Balance of the Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 2-A, Class

3-A and Class 5-A Certificates has been reduced to zero, the Group 4 Senior

Percentage will equal the lesser of (x) the Certificate Principal Balance of the

Class 4-A Certificates immediately prior to that Distribution Date divided by

the aggregate Stated Principal Balance of all of the Mortgage Loans in all five

Loan Groups immediately prior to that Distribution Date and (y) 100%.

Group 4 Senior Principal Distribution Amount: With respect to any

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

Amount for Loan Group 4 remaining after the distribution of all amounts required

to be distributed therefrom pursuant to Section 4.02(a)(i)(IV), and (b) the sum

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

4-A Certificates on such Distribution Date pursuant to Section 4.02(a)(ii)

hereof.

Group 5 Loans: The Mortgage Loans designated in Exhibit E-5.

Group 5 Net WAC Rate: With respect to any Distribution Date, a per annum

rate equal to the weighted average of the Net Mortgage Rates (or, if applicable,

the Modified Net Mortgage Rates) on the Group 5 Loans using the Net Mortgage

Rates in effect for the Monthly Payments due on such Mortgage Loans during the

related Due Period, weighted on the basis of the respective Stated Principal

Balances immediately prior to such Distribution Date.

Group 5 Senior Percentage: With respect to 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 Class 5-A

Certificates immediately prior to such Distribution Date and the denominator of

which is the aggregate Stated Principal Balance of all of the Group 5 Loans (or

related REO Properties) immediately prior to such Distribution Date; provided,

however, that on any Distribution Date on which the aggregate Certificate

<PAGE>

Principal Balance of the Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 2-A, Class

3-A and Class 4-A Certificates has been reduced to zero, the Group 4 Senior

Percentage will equal the lesser of (x) the Certificate Principal Balance of the

Class 5-A Certificates immediately prior to that Distribution Date divided by

the aggregate Stated Principal Balance of all of the Mortgage Loans in all five

Loan Groups immediately prior to that Distribution Date and (y) 100%.

Group 5 Senior Principal Distribution Amount: With respect to any

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

Amount for Loan Group 5 remaining after the distribution of all amounts required

to be distributed therefrom pursuant to Section 4.02(a)(i)(V), and (b) the sum

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

5-A Certificates on such Distribution Date pursuant to Section 4.02(a)(ii)

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.

Index: With respect to any Mortgage Loan and as to any Adjustment Date

therefor, the related index as stated in the related Mortgage Note.

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: 1.95% Class B-1: 0.45%

Class M-2: 0.80% Class B-2: 0.35%

Class M-3: 0.50% Class B-3: 0.20%

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 Class of Certificates and

any Distribution Date, the calendar month preceding the month in which such

Distribution Date occurs.

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

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

Junior Certificateholder: The Holder of not less than 95% of the

Percentage Interests of the Junior Class of Certificates.

Junior Class of Certificates: The Class of Subordinate Certificates

outstanding as of the date of the repurchase of a Mortgage Loan pursuant to

Section 4.07 herein that has the Lowest Priority.

Late Collections: With respect to any Mortgage Loan, all amounts

received during any Due Period, whether as late payments of Monthly Payments or

as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late

payments or collections of Monthly Payments due but delinquent for a previous

Due Period and not previously recovered.

Liquidation Proceeds: Amounts (other than Insurance Proceeds) received

by the Servicer in connection with the taking of an entire Mortgaged Property by

exercise of the power of eminent domain or condemnation or in connection with

the liquidation of a defaulted Mortgage Loan through trustee's sale, foreclosure

sale or otherwise, other than REO Proceeds.

Loan Group: Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 or

Loan Group 5.

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

Loans.

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

Loans.

Loan Group 3: The group of Mortgage Loans comprised of the Group 3

Loans.

Loan Group 4: The group of Mortgage Loans comprised of the Group 4

Loans.

Loan Group 5: The group of Mortgage Loans comprised of the Group 5

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.

Lower Priority: As of any date of determination and any Class of

Subordinate Certificates, any other Class of Subordinate Certificates then

outstanding with a later priority for payments pursuant to Section 4.02(a).

Lowest Priority: As of any date of determination, the Class of

Subordinate Certificates then outstanding with the latest priority for payments

pursuant to Section 4.02(a), in the following order: Class B-3, Class B-2, Class

B-1, Class M-3, Class M-2 and Class M-1 Certificates.

Maturity Date: With respect to each Class of Certificates, the

Distribution Date occurring in March 2035.

<PAGE>

Maximum Mortgage Rate: With respect to each Mortgage Loan, the per annum

rate indicated on the Mortgage Loan Schedule as the maximum mortgage rate, which

rate is the maximum interest rate that may be applicable to such Mortgage Loan

at any time during the life of such Mortgage Loan.

MERS: Mortgage Electronic Registration Systems, Inc., a corporation

organized and existing under the laws of the State of Delaware, or any successor

thereto.

MERS(R) System: The system of recording transfers of Mortgages

electronicallY maintained by MERS.

MIN: The Mortgage Identification Number for Mortgage Loans registered

with MERS on the MERS(R) System.

Minimum Mortgage Rate: With respect to each Mortgage Loan, a per annum

rate equal to the greater of (i) the Note Margin and (ii) the rate indicated on

the Mortgage Loan Schedule as the minimum mortgage rate, which rate may be

applicable to such Mortgage Loan at any time during the life of such Mortgage

Loan.

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]";

<PAGE>

(ii) The original Mortgage, noting the presence of the MIN of the Mortgage

Loan, if the Mortgage is registered on the MERS(R) System, and language

indicating that thE Mortgage Loan is a MOM Loan if the Mortgage Loan is

a MOM Loan, with evidence of recording indicated thereon or a copy of

the Mortgage certified by the public recording office in which such

Mortgage has been recorded;

(iii) The original of any guarantee executed in connection with the Mortgage

Note, if applicable;

(iv) Any rider or the original of any modification agreement executed in

connection with the related Mortgage Note or Mortgage, with evidence of

recording if required by applicable law;

(v) Unless the Mortgage Loan is registered on the MERS(R) System, an

original Assignment oR Assignments of the Mortgage (which may be

included in a blanket assignment or assignments) from GMACM to "JPMorgan

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

Agreement dated as of February 24, 2005, for GMACM Mortgage Pass-Through

Certificates, Series 2005-AR1" 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;

<PAGE>

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

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

executed in connection with the Mortgage, if any.

and (II) with respect to each Cooperative Loan:

(i) The original Mortgage Note, endorsed without recourse to the

order of the Trustee and showing an unbroken chain of

endorsements from the originator thereof to GMACM;

(ii) A counterpart of the Cooperative Lease and the Assignment of

Proprietary Lease to the originator of the Cooperative Loan with

intervening assignments showing an unbroken chain of title from

such originator to the Trustee;

(iii) The related Cooperative Stock Certificate, representing the

related Cooperative Stock pledged with respect to such

Cooperative Loan, together with an undated stock power (or other

similar instrument) executed in blank;

(iv) The original recognition agreement by the Cooperative of the

interests of the mortgagee with respect to the related

Cooperative Loan;

(v) The Security Agreement;

(vi) Copies of the original UCC financing statement, and any

continuation statements, filed by the originator of such

Cooperative Loan as secured party, each with evidence of

recording thereof, evidencing the interest of the originator

under the Security Agreement and the Assignment of Proprietary

Lease;

(vii) Copies of the filed UCC assignments or amendments of the security

interest referenced in clause (vi) above showing an unbroken

chain of title from the originator to the Trustee, each with

evidence of recording thereof, evidencing the interest of the

originator under the Security Agreement and the Assignment of

Proprietary Lease;

(viii) An executed assignment of the interest of the originator in the

Security Agreement, Assignment of Proprietary Lease and the

recognition agreement referenced in clause (iv) above, showing an

unbroken chain of title from the originator to the Trustee;

(ix) The original of each modification, assumption agreement or

preferred loan agreement, if any, relating to such Cooperative

Loan; and

(x) A duly completed UCC financing statement showing GMACM as debtor,

the Company as secured party and the Trustee as assignee and a

duly completed UCC financing statement showing the Company as

debtor and the Trustee as secured party, each in a form

sufficient for filing, evidencing the interest of such debtors in

the Cooperative Loans.

It is understood that the Mortgage File (other than the Mortgage Note) may be

retained in microfilm, microfiche, optical storage or magnetic media in lieu of

hard copy; provided, that with respect to any Mortgage Loan not registered on

the MERS(R) System, the originaL Assignments required by (I)(v) above shall be

retained in the Mortgage File.

<PAGE>

Mortgage Loan Schedule: The list or lists of the Mortgage Loans attached

hereto as Exhibit E-1 (with respect to the Group 1 Loans), Exhibit E-2 (with

respect to the Group 2 Loans), Exhibit E-3 (with respect to the Group 3 Loans),

and Exhibit E-4 (with respect to the Group 4 Loans) and Exhibit E-5 (with

respect to the Group 5 Loans), each 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; and

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

is a Buydown Mortgage Loan, if applicable.

Such schedule may consist of multiple reports that collectively set

forth all of the information required.

Mortgage Loans: Such of the mortgage loans transferred and assigned to

the Trustee pursuant to Section 2.01 as from time to time are held or deemed to

be held as a part of the Trust Fund, the Mortgage Loans originally so held being

identified in the initial Mortgage Loan Schedule, and Qualified Substitute

Mortgage Loans held or deemed held as part of the Trust Fund including, without

limitation, (i) with respect to each Cooperative Loan, the related Mortgage

Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock

Certificate, Cooperative Lease and Mortgage File and all rights appertaining

thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative

Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights

appertaining thereto.

Mortgage Note: The originally executed note or other evidence of

indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,

together with any modification thereto.

<PAGE>

Mortgage Pool: The pool of mortgage loans including in all of the 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.

Note Margin: With respect to each Mortgage Loan, the fixed percentage

set forth in the related Mortgage Note and indicated on the Mortgage Loan

Schedule as the note margin, which percentage is added to the Index on each

Adjustment Date to determine (subject to rounding in accordance with the related

Mortgage Note, the Periodic Cap, the Maximum Mortgage Rate and the Minimum

Mortgage Rate) the interest rate to be borne by such Mortgage Loan until the

next Adjustment Date.

Officer's Certificate: A certificate signed by the Chairman of the

Board, the President or a Vice President or Assistant Vice President, or a

Director or Managing Director, and, if necessary, by the Treasurer, the

Secretary, or one of the Assistant Treasurer or Assistant Secretaries of the

Company or the Servicer, as the case may be, and delivered to the Trustee, as

required by this Agreement.

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

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

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

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

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.

<PAGE>

Overcollateralized Group: Any of the Group 1 Loans, the Group 2 Loans,

Group 3 Loans, Group 4 Loans or Group 5 Loans, if on any Distribution Date such

Loan Group is not an Undercollateralized Group.

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 1-A Certificates and any

Distribution Date, the Group 1 Net WAC Rate. With respect to the Class 2-A

Certificates and any Distribution Date, the Group 2 Net WAC Rate. With respect

to the Class 3-A Certificates and any Distribution Date, the Group 3 Net WAC

Rate. With respect to the Class 4-A Certificates and any Distribution Date, the

Group 4 Net WAC Rate. With respect to the Class 5-A Certificates and any

Distribution Date, the Group 5 Net WAC Rate. With respect to each class of

Subordinate Certificates and any Distribution Date, the weighted average of the

Group 1 Net WAC Rate, Group 2 Net WAC Rate, Group 3 Net WAC Rate, Group 4 Net

WAC Rate and Group 5 Net WAC Rate, weighted on the basis of the related

Subordinate Component.

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

2005-AR1" and which must be an Eligible Account.

Payment Account Deposit Date: With respect to any Distribution Date, the

Business Day prior thereto.

Percentage Interest: With respect to any Certificate (other than a Class

R Certificate), the undivided percentage ownership interest in the related Class

evidenced by such Certificate, which percentage ownership interest shall be

equal to the Initial Certificate Principal Balance or initial Notional Amount

thereof divided by the aggregate Initial Certificate Principal Balance or

initial Notional Amount of all the Certificates of the same Class. With respect

to a Class 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.

Periodic Cap: With respect to each Mortgage Loan, the periodic rate cap

that limits the increase or the decrease of the related Mortgage Rate on any

Adjustment Date pursuant to the terms of the related Mortgage Note.

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;

<PAGE>

(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

short-term rating available, 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 Moody's and

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

short-term rating category available shall mean P-1 in the case of Moody's 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.

<PAGE>

Person: Any individual, corporation, limited liability company,

partnership, joint venture, association, joint-stock company, trust,

unincorporated organization or government or any agency or political subdivision

thereof.

Pool Stated Principal Balance: With respect to any Distribution Date,

the aggregate of the Stated Principal Balances of the Mortgage Loans.

Prepayment Assumption: The prepayment assumption of 20% 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.

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 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

(ii) 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

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.

<PAGE>

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: With respect 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: With respect 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 2.01,

2.02, 2.04, 3.13 or 4.07, an amount equal to the sum of (i) 100% of the Stated

Principal Balance thereof as of such date, plus the principal portion of any

related unreimbursed Advances and (ii) unpaid accrued interest at the Mortgage

Rate (or Modified Net Mortgage Rate plus the rate per annum at which the

Servicing Fee is calculated in the case of a Modified Mortgage Loan) (or at the

Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified

Mortgage Loan) in the case of a purchase made by the Servicer) on the Stated

Principal Balance thereof to the Due Date in the Due Period related to the

Distribution Date occurring in the month following the month of purchase from

the Due Date to which interest was last paid by the Mortgagor and (iii) in

connection with any Mortgage Loan required to be repurchased pursuant to Section

7.03 of the Purchase Agreement, any costs and damages incurred by the Trust Fund

with respect to such Mortgage Loan in connection with a breach of Section 7.02

(h) of the Purchase Agreement.

<PAGE>

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) have a Mortgage Rate that adjusts with the same frequency and

based upon the same Index as that of the Deleted Mortgage Loan;

(vi) have a Note Margin not less than that of the Deleted Mortgage

Loan;

(vii) have a Periodic Rate Cap that is equal to that of the Deleted

Mortgage Loan;

(viii) have a next Adjustment Date no later than that of the Deleted

Mortgage Loan; and

(ix) comply with each representation and warranty made by the Seller

set forth in Section 7.02 of the Purchase Agreement.

Rating Agency: Moody's and Standard & Poor's. 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,

<PAGE>

(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,

between the principal balance of the Mortgage Loan outstanding

immediately prior to such Deficient Valuation and the principal balance

of the Mortgage Loan as reduced by the Deficient Valuation, or

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

such Debt Service Reduction.

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

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

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

remedies that may exist in connection with the representations and warranties

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

Loan is not in default with regard to payments due thereunder or (B) delinquent

payments of principal and interest under the related Mortgage Loan and any

premiums on any applicable primary hazard insurance policy and any related

escrow payments in respect of such Mortgage Loan are being advanced on a current

basis by the Servicer or a Subservicer, in either case without giving effect to

any Debt Service Reduction.

Realized Losses on the Mortgage Loans shall be allocated to the REMIC I

Regular Interests as follows: (1) The interest portion of Realized Losses on the

Group 1 Loans, if any, shall be allocated between the Class Y-1 and Class Z-1

Regular Interests pro rata according to the amount of interest accrued but

unpaid thereon, in reduction thereof; (2) the interest portion of Realized

Losses on the Group 2 Loans, if any, shall be allocated between the Class Y-2

and Class Z-2 Regular Interests pro rata according to the amount of interest

accrued but unpaid thereon, in reduction thereof; (3) the interest portion of

Realized Losses on the Group 3 Loans, if any, shall be allocated between the

Class Y-3 and Class Z-3 Regular Interests pro rata according to the amount of

interest accrued but unpaid thereon, in reduction thereof; (4) the interest

portion of Realized Losses on the Group 4 Loans, if any, shall be allocated

between the Class Y-4 and Class Z-4 Regular Interests pro rata according to the

amount of interest accrued but unpaid thereon, in reduction thereof, and (5) the

interest portion of Realized Losses on the Group 4 Loans, if any, shall be

allocated between the Class Y-5 and Class Z-5 Regular Interests pro rata

according to the amount of interest accrued but unpaid thereon, in reduction

thereof. Any interest portion of such Realized Losses in excess of the amount

allocated pursuant to the preceding sentence shall be treated as a principal

portion of Realized Losses not attributable to any specific Mortgage Loan in

such Group and allocated pursuant to the succeeding sentences. The principal

portion of Realized Losses with respect to the Mortgage Loans shall be allocated

to the REMIC I Regular Interests as follows: (1) the principal portion of

Realized Losses on the Group 1 Loans shall be allocated, first, to the Class Y-1

Regular Interest to the extent of the Class Y-1 Principal Reduction Amount in

reduction of the Class Principal Balance of such Regular Interest and, second,

the remainder, if any, of such principal portion of such Realized Losses shall

be allocated to the Class Z-1 Regular Interest in reduction of the Class

Principal Balance thereof; (2) the principal portion of Realized Losses on the

Group 2 Loans shall be allocated, first, to the Class Y-2 Regular Interest to

the extent of the Class Y-2 Principal Reduction Amount in reduction of the Class

Principal Balance of such Regular Interest and, second, the remainder, if any,

of such principal portion of such Realized Losses shall be allocated to the

Class Z-2 Regular Interest in reduction of the Class Principal Balance thereof;

(3) the principal portion of Realized Losses on the Group 3 Loans shall be

<PAGE>

allocated, first, to the Class Y-3 Regular Interest to the extent of the Class

Y-3 Principal Reduction Amount in reduction of the Class Principal Balance of

such Regular Interest and, second, the remainder, if any, of such principal

portion of such Realized Losses shall be allocated to the Class Z-3 Regular

Interest in reduction of the Class Principal Balance thereof; (4) the principal

portion of Realized Losses on the Group 4 Loans shall be allocated, first, to

the Class Y-4 Regular Interest to the extent of the Class Y-4 Principal

Reduction Amount in reduction of the Class Principal Balance of such Regular

Interest and, second, the remainder, if any, of such principal portion of such

Realized Losses shall be allocated to the Class Z-4 Regular Interest in

reduction of the Class Principal Balance thereof, and (5) the principal portion

of Realized Losses on the Group 5 Loans shall be allocated, first, to the Class

Y-5 Regular Interest to the extent of the Class Y-5 Principal Reduction Amount

in reduction of the Class Principal Balance of such Regular Interest and,

second, the remainder, if any, of such principal portion of such Realized Losses

shall be allocated to the Class Z-5 Regular Interest in reduction of the Class

Principal Balance thereof. For any Distribution Date, reductions in the Class

Principal Balances of the Class Y and Class Z Regular Interest pursuant to this

definition of Realized Loss shall be determined, and shall be deemed to occur,

prior to any reductions of such Class Principal Balances by distributions on

such Distribution Date.

Record Date: With respect to each Class of Certificates and any

Distribution Date, the last day of the related Interest Accrual Period.

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

Certificate.

Relief Act: The Servicemembers Civil Relief Act, 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,

(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,

<PAGE>

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

any, and

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

REMIC I Available Distribution Amount: For each Group for any

Distribution Date, the sum of the following amounts with respect to the Mortgage

Loans in such Group:

(1) the total amount of all cash received by or on behalf of the Master

Servicer with respect to such Mortgage Loans by the Determination Date for such

Distribution Date and not previously distributed, including Monthly Advances

made by Servicers, Liquidation Proceeds and scheduled amounts of distributions

from Buydown Funds respecting Buydown Loans, if any, except:

(a) all scheduled payments of principal and interest collected

but due subsequent to such Distribution Date;

(b) all Curtailments received after the Due Period;

Prepayment Period immediately preceding such Distribution Date (together

with any interest payment received with such Principal Prepayments in

Full to the extent that it represents the payment of interest accrued on

the Mortgage Loans for the period subsequent to the Prepayment Period);

(d) Insurance Proceeds, Liquidation Proceeds and Subsequent

Recoveries received on such Mortgage Loans after the Due Period;

(e) all amounts in the Certificate Account which are due and

reimbursable to a Servicer or the Master Servicer pursuant to the terms

of this Agreement;

(f) the Master Servicing Fee payable on such Distribution Date

with respect to such Mortgage Loan; and

(g) Foreclosure Profits;

(2) the sum, to the extent not previously distributed, of the following

amounts, to the extent advanced or received, as applicable, by the Master

Servicer:

(a) any Advance made by the Master Servicer to the Trustee with

respect to such Distribution Date relating to such Mortgage Loans; and

(b) Compensating Interest; and

(3) the total amount of any cash received during the Due Period by the

Trustee or the Master Servicer in respect of the Purchase Price under Section

2.02, Section 2.04 and Section 4.07.

REMIC I Distribution Amount: For any Distribution Date, the REMIC I

Available Distribution Amount shall be distributed to the REMIC I Regular

Interests and the Class R-1 Residual Interest in the following amounts and

priority:

(a) To the extent of the REMIC I Available Distribution Amount for Group

(i) first, to Class Y-1 and Class Z-1 Regular Interests and

Component I of the Class R Certificates, concurrently, the Interest

Distribution Amounts for such Classes remaining unpaid from previous

Distribution Dates, pro rata according to their respective shares of

such unpaid amounts;

<PAGE>

(ii) second, to the Class Y-1 and Class Z-1 Regular Interests and

Component I of the Class R Certificates, concurrently, the Interest

Distribution Amounts for such Classes for the current Distribution Date,

pro rata according to their respective Interest Distribution Amounts;

(iii) third, to Component I of the Class R Certificates, until

the Class Principal Balance thereof has been reduced to zero; and

(iv) fourth, to the Class Y-1 and Class Z-1 Regular Interests,

the Class Y-1 Principal Distribution Amount and the Class Z-1 Principal

Distribution Amount, respectively.

(b) To the extent of the REMIC I Available Distribution Amount for Group

(i) first, to the Class Y-2 and Class Z-2 Regular Interests,

concurrently, the Interest Distribution Amounts for such Classes

remaining unpaid from previous Distribution Dates, pro rata according to

their respective shares of such unpaid amounts;

(ii) second, to the Class Y-2 and Class Z-2 Regular Interests,

concurrently, the Interest Distribution Amounts for such Classes for the

current Distribution Date, pro rata according to their respective

Interest Distribution Amounts; and

(iii) third, to the Class Y-2 and Class Z-2 Regular Interests,

the Class Y-2 Principal Distribution Amount and the Class Z-2 Principal

Distribution Amount, respectively.

(i) first, to the Class Y-3 and Class Z-3 Regular Interests,

concurrently, the Interest Distribution Amounts for such Classes

remaining unpaid from previous Distribution Dates, pro rata according to

their respective shares of such unpaid amounts;

(ii) second, to the Class Y-3 and Class Z-3 Regular Interests,

concurrently, the Interest Distribution Amounts for such Classes for the

current Distribution Date, pro rata according to their respective

Interest Distribution Amounts; and

(iii) third, to the Class Y-3 and Class Z-3 Regular Interests,

the Class Y-3 Principal Distribution Amount and the Class Z-3 Principal

Distribution Amount, respectively.

(d) To the extent of the REMIC I Available Distribution Amount for Group

(i) first, to the Class Y-4 and Class Z-4 Regular Interests,

concurrently, the Interest Distribution Amounts for such Classes

remaining unpaid from previous Distribution Dates, pro rata according to

their respective shares of such unpaid amounts;

(ii) second, to the Class Y-4 and Class Z-4 Regular Interests,

concurrently, the Interest Distribution Amounts for such Classes for the

current Distribution Date, pro rata according to their respective

Interest Distribution Amounts; and

(iii) third, to the Class Y-4 and Class Z-4 Regular Interests,

the Class Y-4 Principal Distribution Amount and the Class Z-4 Principal

Distribution Amount, respectively.

(e) To the extent of the REMIC I Available Distribution Amount for Group

(i) first, to the Class Y-5 and Class Z-5 Regular Interests,

concurrently, the Interest Distribution Amounts for such Classes

remaining unpaid from previous Distribution Dates, pro rata according to

their respective shares of such unpaid amounts;

(ii) second, to the Class Y-5 and Class Z-5 Regular Interests,

concurrently, the Interest Distribution Amounts for such Classes for the

current Distribution Date, pro rata according to their respective

Interest Distribution Amounts; and

(iii) third, to the Class Y-5 and Class Z-5 Regular Interests, the Class

Y-5 Principal Distribution Amount and the Class Z-5 Principal Distribution

Amount, respectively.

<PAGE>

(f) To the extent of the REMIC I Available Distribution Amounts for

Group 1, Group 2, Group 3, Group 4 and Group 5 for such Distribution Date

remaining after payment of the amounts pursuant to paragraphs (a), (b), (c) ,

(d)and (e) of this definition of "REMIC I Distribution Amount":

(i) first, to each Class of Class Y and Class Z Regular

Interests, pro rata according to the amount of unreimbursed Realized

Losses allocable to principal previously allocated to each such Class;

provided, however, that any amounts distributed pursuant to this

paragraph (e)(i) of this definition of "REMIC I Distribution Amount"

shall not cause a reduction in the Class Principal Balances of any of

the Class Y and Class Z Regular Interests; and

(ii) second, to the Component I of the Class R Certificates, the

Residual Distribution Amount for Component I of the Class R Certificates

for such Distribution Date.

REMIC I Interest: The REMIC I Regular Interests and Component I of the

Class R Certificates.

REMIC I Regular Interest: Any of the eight 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 rate specified for such REMIC I Interest in the Preliminary

Statement in effect from time to time, and shall be entitled to distributions of

principal, subject to the terms and conditions hereof, in an aggregate amount

equal to its initial Uncertificated Balance as set forth in the Preliminary

Statement hereto. The designations for the respective REMIC I Regular Interests

are set forth in the Preliminary Statement hereto.

REMIC II: The segregated pool of assets consisting of all of the REMIC I

Regular Interests, with respect to which a separate REMIC election is to be

made.

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

REMIC II Regular Interest: Any of the twelve certificated beneficial

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

"regular interest" in REMIC II, as follows: Class 1-A-1, Class 1-A-2, Class

1-A-3, Class 2-A, Class 3-A, Class 4-A, Class 5-A, Class M-1, Class M-2, Class

M-3, Class B-1, Class B-2 and Class B-3 Certificates.

REMIC Provisions: Provisions of the federal income tax law relating to

real estate mortgage investment conduits, which appear at Sections 860A through

860G of Subchapter M of Chapter 1 of the Code, and related provisions, and

temporary and final regulations (or, to the extent not inconsistent with such

temporary or final regulations, proposed regulations) and published rulings,

notices and announcements promulgated thereunder, as the foregoing may be in

effect from time to time.

<PAGE>

Remittance Report: A report that includes the information set forth in

Exhibit L hereto.

REO Acquisition: The acquisition by the Servicer on behalf of the

Trustee for the benefit of the Certificateholders of any REO Property pursuant

to Section 3.14.

REO Disposition: As to any REO Property, a determination by the Servicer

that it has received all Insurance Proceeds, Liquidation Proceeds, REO Proceeds

and other payments and recoveries (including proceeds of a final sale) which the

Servicer expects to be finally recoverable from the sale or other disposition of

the REO Property.

REO Imputed Interest: As to any REO Property, for any period, an amount

equivalent to interest (at the Net Mortgage Rate that would have been applicable

to the related Mortgage Loan had it been outstanding) on the unpaid principal

balance of the Mortgage Loan as of the date of acquisition thereof for such

period.

REO Proceeds: Proceeds, net of expenses, received in respect of any REO

Property (including, without limitation, proceeds from the rental of the related

Mortgaged Property or, with respect to a Cooperative Loan, the related

Cooperative Apartment) which proceeds are required to be deposited into the

Custodial Account only upon the related REO Disposition.

REO Property: A Mortgaged Property acquired by the Servicer through

foreclosure or deed in lieu of foreclosure in connection with a defaulted

Mortgage Loan.

Request for Release: A request for release, the forms of which are

attached as Exhibit F hereto, or an electronic request in a form acceptable to

the Custodian.

Required Insurance Policy: With respect to any Mortgage Loan, any

insurance policy which is required to be maintained from time to time under this

Agreement or the related Subservicing Agreement in respect of such Mortgage

Loan.

Responsible Officer: When used with respect to the Trustee, any officer

of the Corporate Trust Office of the Trustee, including any Senior Vice

President, any Vice President, any Assistant Vice President, any Assistant

Secretary, any Trust Officer or Assistant Trust Officer with specific

responsibility for the transactions contemplated hereby, or any other officer of

the Trustee customarily performing functions similar to those performed by any

of the above designated officers to whom, with respect to a particular matter,

such matter is referred.

Scheduled Final Distribution Date: The Distribution Date occurring in

March 2035.

Security Agreement: With respect to a Cooperative Loan, the agreement

creating a security interest in favor of the originator in the related

Cooperative Stock.

Seller: GMACM.

Senior Accelerated Distribution Percentage: With respect to any

Distribution Date occurring on or prior to the 84th Distribution Date and any

Loan Group, 100%. With respect to any Distribution Date thereafter and any Loan

Group, as follows:

(i) for any Distribution Date after the 84th Distribution Date

but on or prior to the 96th Distribution Date, the Senior Percentage for

such Loan Group for such Distribution Date plus 70% of the Subordinate

Percentage for such Loan Group for such Distribution Date;

<PAGE>

(ii) for any Distribution Date after the 96th Distribution Date

but on or prior to the 108th Distribution Date, the Senior Percentage

for such Loan Group for such Distribution Date plus 60% of the

Subordinate Percentage for such Loan Group for such Distribution Date;

(iii) for any Distribution Date after the 108th Distribution Date

but on or prior to the 120th Distribution Date, the Senior Percentage

for such Loan Group for such Distribution Date plus 40% of the

Subordinate Percentage for such Loan Group for such Distribution Date;

(iv) for any Distribution Date after the 120th Distribution Date

but on or prior to the 132nd Distribution Date, the Senior Percentage

for such Loan Group for such Distribution Date plus 20% of the

Subordinate Percentage for such Loan Group for such Distribution Date;

and

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

for such Distribution Date;

provided, however,

(i) that any scheduled reduction to the Senior Accelerated Distribution

Percentage for any Loan Group described above shall occur as of any Distribution

Date only if:

(a) the outstanding principal balance of the Mortgage Loans

delinquent 60 days or more (including Mortgage Loans which are in

foreclosure, have been foreclosed or otherwise liquidated, or with

respect to which the Mortgagor is in bankruptcy and any REO Property)

averaged over the last six months, as a percentage of the aggregate

outstanding Certificate Principal Balance of the Subordinate

Certificates, is less than or equal to 50%; and

(b) Realized Losses on the Mortgage Loans to date for such

Distribution Date if occurring during the eighth, ninth, tenth, eleventh

or twelfth year (or any year thereafter) after the Closing Date do not

exceed 30%, 35%, 40%, 45% or 50%, respectively, of the sum of the

Initial Certificate Principal Balances of the Subordinate Certificates;

and

(ii) that for any Distribution Date occurring on or after the 84th

Distribution Date on which the Senior Percentage for a Loan Group exceeds the

initial Senior Percentage for such Loan Group, the Senior Accelerated

Distribution Percentage for such Loan Group and Distribution Date shall equal

100%.

Notwithstanding the foregoing, if on any Distribution Date the Two Times

Test is satisfied, the Senior Accelerated Distribution Percentage for each Loan

Group shall equal (a) on or prior to the 36th Distribution Date, the related

Senior Percentage for such Distribution Date plus 50% of the related Subordinate

Percentage for such Distribution Date and (b) after the 36th Distribution Date,

the related Senior Percentage for such Distribution Date.

Upon the reduction of the Certificate Principal Balances of the related

Senior Certificates to zero, the related Senior Accelerated Distribution

Percentage shall thereafter be 0%.

Senior Certificate: Any one of the Class A or Class R Certificates,

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form annexed hereto as Exhibit A and Exhibit D

respectively.

Senior Percentage: The Group 1 Senior Percentage, Group 2 Senior

Percentage, Group 3 Senior Percentage, Group 4 Senior Percentage or Group 5

Senior Percentage, as applicable.

<PAGE>

Servicing Accounts: The account or accounts created and maintained

pursuant to Section 3.08.

Servicing Advances: All customary, reasonable and necessary "out of

pocket" costs and expenses incurred in connection with a default, delinquency or

other unanticipated event by the Servicer in the performance of its servicing

obligations, including, but not limited to, the cost of (i) the preservation,

restoration and protection of a Mortgaged Property or, with respect to a

Cooperative Loan, the related Cooperative Apartment, (ii) any enforcement or

judicial proceedings, including foreclosures, including any expenses incurred in

relation to any such proceedings that result from the Mortgage Loan being

registered on the MERS System, (iii) the management and liquidation of any REO

Property and (iv) compliance with the obligations under Sections 3.01, 3.08,

3.12(a) and 3.14, including, if the Servicer or any Affiliate of the Servicer

provides services such as appraisals and brokerage services that are customarily

provided by Persons other than servicers of mortgage loans, reasonable

compensation for such services.

Servicing Fee: With respect to any Mortgage Loan and Distribution Date,

the fee payable monthly to the Servicer in respect of servicing compensation

that accrues at the Servicing Fee Rate.

Servicing Fee Rate: 0.250% per annum.

Servicing Modification: Any reduction of the interest rate on or the

outstanding principal balance of a Mortgage Loan that is in default, or for

which, in the judgment of the Servicer, default is reasonably foreseeable,

pursuant to a modification of such Mortgage Loan in accordance with Section

3.07(a).

Servicing Officer: Any officer of the Servicer involved in, or

responsible for, the administration and servicing of the Mortgage Loans whose

name and specimen signature appear on a list of servicing officers furnished to

the Trustee by the Servicer, as such list may from time to time be amended.

Special Hazard Amount: As of any Distribution Date, an amount equal to

$3,997,678 minus the sum of (i) the aggregate amount of Special Hazard Losses

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

with Section 4.05 and (ii) the Adjustment Amount (as defined below) as most

recently calculated. For each anniversary of the Cut-off Date, the Adjustment

Amount shall be equal to the amount, if any, by which the amount calculated in

accordance with the preceding sentence (without giving effect to the deduction

of the Adjustment Amount for such anniversary) exceeds the greater of (A) the

greatest of (i) twice the outstanding principal balance of the Mortgage Loan in

the Trust Fund which has the largest outstanding principal balance on the

Distribution Date immediately preceding such anniversary, (ii) the product of

1.00% multiplied by the outstanding principal balance of all Mortgage Loans on

the Distribution Date immediately preceding such anniversary and (iii) the

aggregate outstanding principal balance (as of the immediately preceding

Distribution Date) of the Mortgage Loans in any single five-digit California zip

code area with the largest amount of Mortgage Loans by aggregate principal

balance as of such anniversary and (B) the greater of (A) the product of the

Special Hazard Percentage for such anniversary multiplied by the outstanding

principal balance of all the Mortgage Loans on the Distribution Date immediately

preceding such anniversary and (B) twice the outstanding principal balance of

the Mortgage Loan in the Trust Fund which has the largest outstanding principal

balance on the Distribution Date immediately preceding such anniversary.

The Special Hazard Amount may be further reduced by the Servicer

(including accelerating the manner in which coverage is reduced) provided that

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

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

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

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

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

confirmation to the Trustee.

<PAGE>

Special Hazard Loss: Any Realized Loss not in excess of the cost of the

lesser of repair or replacement of a Mortgaged Property (or, with respect to a

Cooperative Loan, the related Cooperative Apartment) suffered by such Mortgaged

Property (or Cooperative Apartment) on account of direct physical loss,

exclusive of (i) any loss of a type covered by a hazard policy or a flood

insurance policy required to be maintained in respect of such Mortgaged Property

pursuant to Section 3.12(a), except to the extent of the portion of such loss

not covered as a result of any coinsurance provision and (ii) any Extraordinary

Loss.

Special Hazard Percentage: As of each anniversary of the Cut-off Date,

the greater of (i) 1.0% and (ii) the largest percentage obtained by dividing the

aggregate outstanding principal balance (as of immediately preceding

Distribution Date) of the Mortgage Loans secured by Mortgaged Properties located

in a single, five-digit zip code area in the State of California by the

outstanding principal balance of all the Mortgage Loans as of the immediately

preceding Distribution Date.

Standard & Poor's: Standard & Poor's, a division of The McGraw-Hill

Companies, Inc., or its successor in interest.

Stated Principal Balance: With respect to any Mortgage Loan or related

REO Property, at any given time, (i) the Cut-off Date Principal Balance of the

Mortgage Loan, minus (ii) the sum of (a) the principal portion of the Monthly

Payments due with respect to such Mortgage Loan or REO Property during each Due

Period ending prior to the most recent Distribution Date which were received or

with respect to which an Advance was made, and (b) all Principal Prepayments

with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds,

Liquidation Proceeds and REO Proceeds, to the extent applied by the Servicer as

recoveries of principal in accordance with Section 3.14 with respect to such

Mortgage Loan or REO Property, in each case which were distributed pursuant to

Section 4.02 on any previous Distribution Date, and (c) any Realized Loss

allocated to Certificateholders with respect thereto for any previous

Distribution Date.

Subordinate Certificate: Any one of the Class M Certificates or Class B

Certificates, executed by the Trustee and authenticated by the Certificate

Registrar substantially in the form annexed hereto as Exhibit B and Exhibit C,

respectively.

Subordinate Class Percentage: With respect to any Distribution Date and

any Class of Subordinate Certificates, a fraction, expressed as a percentage,

the numerator of which is the aggregate Certificate Principal Balance of such

Class of Subordinate Certificates immediately prior to such date and the

denominator of which is the aggregate Stated Principal Balance of all of the

Mortgage Loans (or related REO Properties) immediately prior to such

Distribution Date.

Subordinate Component: With respect to each Loan Group and any

Distribution Date, the aggregate Stated Principal Balance of the Mortgage Loans

in that Loan Group, as of the first day of the related Due Period, minus the

aggregate Certificate Principal Balance of the related Senior Certificates

immediately prior to that Distribution Date.

Subordinate Percentage: As of any Distribution Date and any Loan Group,

100% minus the Senior Percentage for such Loan Group as of such Distribution

Date.

Subordinate Principal Distribution Amount: With respect to any

Distribution Date, any Loan Group and each Class of Subordinate Certificates,

(a) the sum of (i) the product of (x) such Class's pro rata share, based on the

Certificate Principal Balance of each Class of Subordinate Certificates then

outstanding, and (y) the aggregate of the amounts calculated for such

Distribution Date under clauses (1), (2) and (3) of Section 4.02(a)(ii)(A)

(without giving effect to the related Senior Percentage) with respect to such

Loan Group to the extent not payable to the Senior Certificates; (ii) such

Class's pro rata share, based on the Certificate Principal Balance of each Class

of Subordinate Certificates then outstanding, of the principal collections

described in Section 4.02(a)(ii)(B)(b) (without giving effect to the related

Senior Accelerated Distribution Percentage) with respect to such Loan Group to

the extent such collections are not otherwise distributed to the Senior

<PAGE>

Certificates; (iii) the product of (x) the related Prepayment Distribution

Percentage and (y) the aggregate of all Principal Prepayments in Full received

in the related Prepayment Period and Curtailments received in the preceding

calendar month with respect to such Loan Group to the extent not payable to the

related Senior Certificates; (iv) if such Class is the Class of Subordinate

Certificates with the Highest Priority, any Excess Subordinate Principal Amount

for such Loan Group for such Distribution Date to the extent not payable to the

related Senior Certificates; and (v) any amounts described in clauses (i), (ii)

and (iii) as determined for any previous Distribution Date, that remain

undistributed to the extent that such amounts are not attributable to Realized

Losses which have been allocated to a Class of Subordinate Certificates with a

Lower Priority minus (b) with respect to the Class of Subordinate Certificates

with the Lowest Priority, any Excess Subordinate Principal Amount for such Loan

Group for such Distribution Date; provided, however, that the Subordinate

Principal Distribution Amount for any Class of Subordinate Certificates on any

Distribution Date shall in no event exceed the outstanding Certificate Principal

Balance of such Class of Certificates immediately prior to such date.

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

reference thereto, is subject to a Subservicing Agreement.

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

Subservicing Agreement.

Subservicer Advance: Any delinquent installment of principal and

interest on a Mortgage Loan which is advanced by the related Subservicer (net of

its Subservicing Fee) pursuant to the Subservicing Agreement.

Subservicing Account: An account established by a Subservicer in

accordance with Section 3.08.

Subservicing Agreement: The written contract between the Servicer and

any Subservicer relating to servicing and administration of certain Mortgage

Loans as provided in Section 3.02.

Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to

the related Subservicer, if any.

Subsequent Recoveries: As of any Distribution Date, amounts received by

the Master Servicer (net of any related expenses permitted to be reimbursed

pursuant to Section 3.10) or surplus amounts held by the Master Servicer to

cover estimated expenses (including, but not limited to, recoveries in respect

of the representations and warranties made by the related Seller pursuant to the

applicable Seller's Agreement and assigned to the Trustee pursuant to Section

2.04) specifically related to a Mortgage Loan that was the subject of a Cash

Liquidation or an REO Disposition prior to the related Prepayment Period that

resulted in a Realized Loss.

Tax Returns: The federal income tax return on Internal Revenue Service

Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,

including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of

REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed

on behalf of either of the REMICs due to its classification as a REMIC under the

REMIC Provisions, together with any and all other information, reports or

returns that may be required to be furnished to the Certificateholders or filed

with the Internal Revenue Service or any other governmental taxing authority

under any applicable provisions of federal, state or local tax laws.

<PAGE>

Transfer: Any direct or indirect transfer, sale, pledge, hypothecation

or other form of assignment of any Ownership Interest in a Certificate.

Transferee: Any Person who is acquiring by Transfer any Ownership

Interest in a Certificate.

Transferor: Any Person who is disposing by Transfer of any Ownership

Interest in a Certificate.

Trust Fund: The segregated pool of assets consisting of:

(i) the Mortgage Loans and the related Mortgage Files and collateral

securing such Mortgage Loans,

(ii) all payments on and collections in respect of the Mortgage Loans

due after the Cut-off Date as shall be on deposit in the

Custodial Account or in the Payment Account and identified as

belonging to the Trust Fund,

(iii) property that secured a Mortgage Loan and that has been acquired

for the benefit of the Certificateholders by foreclosure or deed

in lieu of foreclosure,

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

any, and

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

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

Agreement.

Two Times Test: With respect to any Distribution Date, the satisfaction

of all of the following conditions: (i) the Aggregate Subordinate Percentage is

at least two times the Aggregate Subordinate Percentage as of the Closing Date;

(ii) the aggregate of the Stated Principal Balances of all Mortgage Loans

Delinquent 60 days or more (including Mortgage Loans in REO and foreclosure)

(averaged over the preceding six-month period), as a percentage of the aggregate

of the Certificate Principal Balances of the Subordinate Certificates, does not

exceed 50%; and (iii) after the 36th Distribution Date, cumulative Realized

Losses do not exceed 30% of the aggregate Certificate Principal Balance of the

Subordinate Certificates as of the Closing Date or on or prior to the 36th

Distribution Date, cumulative Realized Losses do not exceed 20% of the aggregate

Certificate Principal Balance of the Subordinate Certificates as of the Closing

Date.

Uncertificated Balance: The amount of any REMIC I Regular Interest

outstanding as of any date of determination. As of the Closing Date, the

Uncertificated Balance of each REMIC I Regular Interest shall equal the amount

set forth in the Preliminary Statement hereto as its Initial Uncertificated

Balance. On each Distribution Date, the Uncertificated Balance of each REMIC I

Regular Interest shall be reduced, as provided in the definition of Realized

Loss and by distributions of principal deemed made with respect to such Interest

pursuant to the definition of REMIC I Distribution Amount, Section 4.02 and

Section 10.04.

Uncertificated Interest: With respect to any REMIC I Regular Interest

for any Distribution Date, one month's interest at the rate specified for such

Interest in the Preliminary Statement applicable to such REMIC I Regular

Interest for such Distribution Date, accrued on the Uncertificated Balance

thereof immediately prior to such Distribution Date. Uncertificated Interest in

respect of any REMIC I Regular Interest shall accrue on the basis of a 360-day

year consisting of twelve 30-day months. Uncertificated Interest with respect to

each Distribution Date, as to any REMIC I Regular Interest, shall be reduced by

any interest shortfalls for such Distribution Date for the related Group of

Mortgage Loans allocated between the related Class Y and Class Z Interests

pro-rata according to the amount of interest accrued with respect thereto prior

to reduction by the provisions of this definition. In addition, Uncertificated

Interest with respect to each Distribution Date, as to any REMIC I Regular

<PAGE>

Interest shall be reduced by interest portion of Realized Losses (including

Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses and

Extraordinary Losses) for the related Group of Mortgage Loans allocated between

the related Class Y and Class Z Interests pro-rata according to the amount of

interest accrued with respect thereto prior to reduction by the provisions of

this definition. With respect to any REMIC II Regular Interest for any

Distribution Date, one month's interest at the rate specified for such Interest

in the Preliminary Statement applicable to such REMIC II Regular Interest for

such Distribution Date, accrued on the Uncertificated Balance thereof

immediately prior to such Distribution Date. Uncertificated Interest in respect

of any REMIC II Regular Interest shall accrue on the basis of a 360-day year

consisting of twelve 30-day months.

Undercollateralized Group: For any Distribution Date, Loan Group 1, if

immediately prior to such Distribution Date the aggregate Certificate Principal

Balance of the Class 1-A Certificates and Class R Certificates is greater than

the aggregate Stated Principal Balance of the Group 1 Loans; for any

Distribution Date, Loan Group 2, if immediately prior to such Distribution Date

the Certificate Principal Balance of the Class 2-A Certificates is greater than

the aggregate Stated Principal Balance of the Group 2 Loans; for any

Distribution Date, Loan Group 3, if immediately prior to such Distribution Date

the Certificate Principal Balance of the Class 3-A Certificates is greater than

the aggregate Stated Principal Balance of the Group 3 Loans; for any

Distribution Date, Loan Group 4, if immediately prior to such Distribution Date

the Certificate Principal Balance of the Class 4-A-Certificates is greater than

the aggregate Stated Principal Balance of the Group 4 Loans, and for any

Distribution Date, Loan Group 5, if immediately prior to such Distribution Date

the Certificate Principal Balance of the Class 5-A Certificates is greater than

the aggregate Stated Principal Balance of the Group 5 Loans.

Uniform Single Attestation Program for Mortgage Bankers: The Uniform

Single Attestation Program for Mortgage Bankers, as published by the Mortgage

Bankers Association of America and effective with respect to fiscal periods

ending on or after December 15, 1995.

Uninsured Cause: Any cause of damage to property subject to a Mortgage

such that the complete restoration of such property is not fully reimbursable by

the hazard insurance policies.

United States Person: (i) A citizen or resident of the United States,

(ii) a corporation, partnership or other entity treated as a corporation or

partnership for United States federal income tax purposes organized in or under

the laws of the United States or any state thereof or the District of Columbia

(unless, in the case of a partnership, Treasury regulations provide otherwise),

provided that, for purposes solely of the restrictions on the transfer of

residual interests, no partnership or other entity treated as a partnership for

United States federal income tax purposes shall be treated as a United States

Person unless all persons that own an interest in such partnership either

directly or indirectly through any chain of entities no one of which is a

corporation for United States federal income tax purposes are required by the

applicable operating agreement to be United States Persons, (iii) an estate the

income of which is includible in gross income for United States tax purposes,

regardless of its source, or (iv) a trust if a court within the United States is

able to exercise primary supervision over the administration of the trust and

one or more United States persons have authority to control all substantial

decisions of the trust. Notwithstanding the preceding sentence, to the extent

provided in Treasury regulations, certain trusts in existence on August 20,

1996, and treated as United States persons prior to such date, that elect to

continue to be treated as United States persons will also be a United States

Person.

Voting Rights: The portion of the voting rights of all of the

Certificates which is allocated to any Certificate, as designated in Section

11.09.

<PAGE>

Section 1.02. Use of Words and Phrases.

"Herein," "hereby," "hereunder," `hereof," "hereinbefore," "hereinafter"

and other equivalent words refer to the Pooling and Servicing Agreement as a

whole. All references herein to Articles, Sections or Subsections shall mean the

corresponding Articles, Sections and Subsections in the Pooling and Servicing

Agreement. The definition set forth herein include both the singular and the

plural.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01. Conveyance of Mortgage Loans.

(a) The Company, concurrently with the execution and delivery hereof, does

hereby assign to the Trustee for the benefit of the Certificateholders without

recourse all the right, title and interest of the Company in and to the Mortgage

Loans, including all interest and principal received on or with respect to the

Mortgage Loans after the Cut-off Date (other than payments of principal and

interest due on the Mortgage Loans on or before the Cut-off Date).

(b) In connection with such assignment, and contemporaneously with the delivery

of this Agreement, the Company does hereby deliver to, and deposit with, the

Trustee, or to and with one or more Custodians, as the duly appointed agent or

agents of the Trustee for such purpose, the original Mortgage Note, with respect

to each Mortgage Loan so assigned, endorsed without recourse in blank, or in the

name of the Trustee as trustee, and signed by an authorized officer (which

endorsement shall contain either an original signature or a facsimile signature

of an authorized officer of GMACM, and if in the form of an allonge, the allonge

shall be stapled to the Mortgage Note), with all intervening endorsements

showing a complete chain of title from the originator to GMACM. If the Mortgage

Loan was acquired by the endorser in a merger, the endorsement must be by

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

Loan was acquired or originated by the endorser while doing business under

another name, the endorsement must be by "____________ formerly known as

[previous name]."

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

Company may deliver or cause to be delivered a lost note affidavit from the

Seller stating that the original Mortgage Note was lost, misplaced or destroyed,

and, if available, a copy of each original Mortgage Note; provided, however,

that in the case of Mortgage Loans which have been prepaid in full after the

Cut-off Date and prior to the Closing Date, the Company, in lieu of delivering

the above documents, may deliver or cause to be delivered to the Custodian, if

any, or the Trustee, a certification to such effect and shall deposit all

amounts paid in respect of such Mortgage Loan in the Payment Account on the

Closing Date.

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

delivered to the Custodian, if any, or the Trustee are and shall be held by the

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

In the event that in connection with any Mortgage Loan: (a) the original

recorded Mortgage (or evidence of submission to the recording office), (b) all

interim recorded assignments, (c) the original recorded modification agreement,

if required, or (d) evidence of title insurance (together with all riders

thereto, if any) satisfying the requirements of clause (I)(ii), (iv), (vi) or

(vii) of the definition of Mortgage File, respectively, have not been delivered

to the Servicer concurrently with the execution and delivery hereof because such

document or documents have not been returned from the applicable public

recording office, or, in the case of each such interim assignment or

<PAGE>

modification agreement, because the related Mortgage has not been returned by

the appropriate recording office, in the case of clause (I)(ii), (iv) or (vi) of

the definition of Mortgage File, or because the evidence of title insurance has

not been delivered to the Seller by the title insurer in the case of clause

(I)(vii) of the definition of Mortgage File, the Servicer shall use its

reasonable best efforts to obtain, (A) in the case of clause (I)(ii), (iv) or

(vi) of the definition of Mortgage File, such original Mortgage, such interim

assignment, or such modification agreement, with evidence of recording indicated

thereon upon receipt thereof from the public recording office, or a copy

thereof, certified, if appropriate, by the relevant recording office, or (B) in

the case of clause (I)(vii) of the definition of Mortgage File, evidence of

title insurance.

(d) If any of the documents held by the Servicer pursuant to clause (c) above

are missing or defective in any other respect and such missing document or

defect materially and adversely affects the interests of the Certificateholders

in the related Mortgage Loan, the Servicer shall request that GMACM either (i)

cure such defect in all material respects, (ii) substitute for such Mortgage

Loan a Qualified Substitute Mortgage Loan, which substitution shall be

accomplished in the manner and subject to the conditions set forth in Section

2.04, or (iii) purchase such Mortgage Loan from the Trust Fund at the Purchase

Price within 90 days after the date on which GMACM was notified of such defect;

provided that if such defect would cause the Mortgage Loan to be other than a

"qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such

cure, substitution or repurchase must occur within 90 days from the date such

breach was discovered. If GMACM fails to comply with such request by the

Servicer, the Servicer shall notify the Trustee of such missing document or

material defect and the Trustee shall notify GMACM of its obligation to comply

with clause (i), (ii) or (iii) of the preceding sentence. It is understood and

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

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

of a constituent document exists, shall constitute the sole remedy respecting

such material defect or omission available to Certificateholders or the Trustee

on behalf of Certificateholders. The Purchase Price for the purchased Mortgage

Loan shall be deposited or caused to be deposited upon receipt by the Trustee in

the Payment Account, or upon receipt by the Servicer in the Custodial Account.

Upon receipt by the Trustee of written notification of such deposit signed by a

Servicing Officer, the Trustee shall (i) release or cause to be released to

GMACM the related Mortgage Note, (ii) cause the Servicer to release to GMACM any

remaining documents in the related Mortgage File which are held by the Servicer,

and (iii) execute and deliver such instruments of transfer or assignment, in

each case without recourse, as GMACM shall require as necessary to vest in GMACM

ownership of any Mortgage Loan released pursuant hereto and at such time the

Trustee shall have no further responsibility with respect to the related

Mortgage Note.

(e) The Servicer shall keep in its possession (a) from time to time additional

original documents evidencing an assumption or modification of a Mortgage Loan

and (b) any other documents required to be held by the Servicer.

Except as may otherwise expressly be provided herein, none of the

Seller, the Servicer or the Trustee shall assign, sell, dispose of or transfer

any interest in the Trust Fund or any portion thereof, or permit the Trust Fund

or any portion thereof to be subject to any lien, claim, mortgage, security

interest, pledge or other encumbrance of, any other Person.

The Servicer shall cause to be filed the UCC assignment and UCC

financing statement referred to in clause (II)(vii) and (x), respectively, of

the definition of Mortgage File. If any UCC assignment or amendment or UCC

financing statement, as applicable, is lost or returned unfiled to the Servicer

because of any defect therein, the Servicer shall prepare a substitute UCC

assignment or amendment or UCC financing statement, as applicable, or cure such

defect, and cause such UCC assignment or amendment or UCC financing statement,

<PAGE>

as applicable, to be filed in accordance with this paragraph. In connection with

its servicing of Cooperative Loans, the Servicer will use its reasonable best

efforts to file timely continuation statements with regard to each financing

statement and assignment relating to Cooperative Loans as to which the related

Cooperative Apartment is located outside of the State of New York.

In connection with the assignment of any Mortgage Loan registered on the

MERS(R) System, the Servicer further agrees that it will cause, at the

Servicer's own expense, as soon as practicable after the Closing Date, the

MERS(R) System to indicate that such MortgagE Loans have been assigned to the

Trustee in accordance with this Agreement for the benefit of the

Certificateholders by including (or deleting, in the case of Mortgage Loans

which are repurchased in accordance with this Agreement) in such computer files

(a) the specific code which identifies the Trustee as the assignee of such

Mortgage Loan and (b) the series specific code in the field "Pool Field" which

identifies the series of Certificates issued in connection with such Mortgage

Loans. The Servicer agrees that it will not alter the codes referenced in this

paragraph with respect to any Mortgage Loan during the term of this Agreement

unless and until such Mortgage Loan is repurchased in accordance with the terms

of this Agreement, and there is filed any financing statement or amendment

thereof necessary to comply with the New York Uniform Commercial Code or the

Uniform Commercial Code of any applicable jurisdiction.

(f) It is intended that the conveyance by the Company to the Trustee of the

Mortgage Loans as provided for in this Section 2.01 be construed as a sale by

the Company to the Trustee of the Mortgage Loans for the benefit of the

Certificateholders. Further, it is not intended that such conveyance be deemed

to be a grant of a security interest in the Mortgage Loans by the Company to the

Trustee to secure a debt or other obligation of the Company. However, if the

Mortgage Loans are held to be property of the Company or of the Seller, or if

for any reason this Agreement is held or deemed to create a security interest in

the Mortgage Loans, then it is intended that, (a) this Agreement be and hereby

is a security agreement within the meaning of Article 9 of the Uniform

Commercial Code of any applicable jurisdiction; (b) the conveyance provided for

in Section 2.01 shall be deemed to be, and hereby is, (1) a grant by the Company

to the Trustee of a security interest in all of the Company's right, title and

interest, whether now owned or hereafter acquired, in and to the following: (A)

the Mortgage Loans, including (i) with respect to each Cooperative Loan, the

related Mortgage Note, Security Agreement, Assignment of Proprietary Lease,

Cooperative Stock Certificate and Cooperative Lease, (ii) with respect to each

Mortgage Loan other than a Cooperative Loan, the related Mortgage Note and

Mortgage, and (iii) any insurance policies and all other documents in the

related Mortgage File, (B) all amounts payable pursuant to the Mortgage Loans in

accordance with the terms thereof, (C) all proceeds of the conversion, voluntary

or involuntary, of the foregoing into cash, instruments, securities or other

property, including without limitation all amounts from time to time held or

invested in the Payment Account or the Custodial Account, whether in the form of

cash, instruments, securities or other property, (D) all accounts, general

intangibles, chattel paper, instruments, documents, money, deposit accounts,

goods, letters of credit, letter-of-credit rights, oil, gas, and other minerals,

and investment property consisting of, arising from or relating to any of the

foregoing, and (E) all proceeds of the foregoing, and (2) an assignment by the

Company to the Trustee of any security interest in any and all of the Seller's

right (including the power to convey title thereto), title and interest, whether

now owned or hereafter acquired, in and to the property described in the

foregoing clauses (1)(A), (B), (C), (D) and (E) granted by the Seller to the

Company pursuant to the Purchase Agreement; (c) the possession by the Trustee,

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

shall be deemed to be possession by the secured party, or possession by a

purchaser or a person holding for the benefit of such secured party, for

purposes of perfecting the security interest pursuant to the Pennsylvania

Uniform Commercial Code and the Uniform Commercial Code of any other applicable

jurisdiction (including, without limitation, Sections 9-313 and 9-314 thereof);

and (d) notifications to persons holding such property, and acknowledgments,

receipts or confirmations from persons holding such property, shall be deemed

notifications to, or acknowledgments, receipts or confirmations from, securities

intermediaries, bailees or agents of, or persons holding for, the Trustee (as

applicable) for the purpose of perfecting such security interest under

applicable law.

<PAGE>

The Company and, at the Company's direction, GMACM and the Trustee

shall, to the extent consistent with this Agreement, take such reasonable

actions as may be necessary to ensure that, if this Agreement were determined to

create a security interest in the Mortgage Loans and the other property

described above, such security interest would be determined to be a perfected

security interest of first priority under applicable law and will be maintained

as such throughout the term of this Agreement. Without limiting the generality

of the foregoing, the Company shall prepare and deliver to the Trustee not less

than 15 days prior to any filing date and, the Trustee shall forward for filing,

or shall cause to be forwarded for filing, at the expense of the Company, all

filings necessary to maintain the effectiveness of any original filings

necessary under the Uniform Commercial Code as in effect in any jurisdiction to

perfect the Trustee's security interest in the Mortgage Loans, as evidenced by

an Officer's Certificate of the Company, including without limitation (x)

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

(1) any change of name of the Seller, the Company or the Trustee (such

preparation and filing shall be at the expense of the Trustee, if occasioned by

a change in the Trustee's name), (2) any change of type or jurisdiction of

organization of the Seller or the Company and (3) any transfer of any interest

of the Seller or the Company in any Mortgage Loan. The Company shall file or

cause to be filed the original filing necessary under the Uniform Commercial

Code to perfect the Trustee's security interest in the Mortgage Loans.

Section 2.02. Acceptance by Trustee.

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

The Trustee acknowledges that the Custodian, acting on behalf of the

Trustee, has received (subject to any exceptions noted in the custodian

certification described below) the Mortgage Notes and the Trustee declares that

it holds or will hold the assets included in the definition of "Trust Fund," in

trust for the exclusive use and benefit of all present and future

Certificateholders.

The Trustee agrees, for the benefit of the Certificateholders, to cause

the Custodian to review each Mortgage Note and to execute and deliver, or cause

to be executed and delivered, to GMACM, the Trustee and the Servicer a custodian

certification substantially in the form annexed hereto as Exhibit M on or prior

to the Closing Date. Pursuant to the Custodial Agreement, in conducting such

review, the Custodian is required to ascertain whether the Mortgage Notes have

been executed and received, and whether the Mortgage Notes relate, determined on

the basis of the original principal balance and loan number, to the Mortgage

Loans. Neither the Custodian nor the Trustee shall be under any duty or

obligation to inspect, review or examine said documents, instruments,

certificates or other papers to determine that the same are genuine, enforceable

or appropriate for the represented purpose or that they have actually been

recorded, or are in recordable form or that they are other than what they

purport to be on their face.

If, in the process of reviewing the Mortgage Notes and preparing the

certifications referred to above, the Custodian finds any Mortgage Note to be

missing or contains any defect which materially and adversely affects the

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

is required pursuant to the Custodial Agreement, to notify the Trustee, the

Company and the Seller, and the Trustee shall request that GMACM cure any such

defect in all material respects within 90 days from the date on which GMACM was

notified of such defect, and if GMACM does not cure such defect in all material

respects during such period, the Trustee shall request on behalf of the

Certificateholders that GMACM either (i) substitute for such Mortgage Loan a

Qualified Substitute Mortgage Loan, which substitution shall be accomplished in

the manner and subject to the conditions set forth in Section 2.04, or (ii)

purchase such Mortgage Loan from the Trust Fund at the Purchase Price within 90

days after the date on which GMACM was notified of such defect; provided that if

such defect would cause the Mortgage Loan to be other than a "qualified

mortgage" as defined in Section 860G(a)(3) of the Code, any such cure,

substitution or repurchase must occur within 90 days from the date such breach

was discovered. It is understood and agreed that the obligation of GMACM to cure

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

which a material defect in, or omission of, a Mortgage Note exists shall

constitute the sole remedy respecting such material defect or omission available

to Certificateholders or the Trustee on behalf of Certificateholders. The

Purchase Price for the purchased Mortgage Loan shall be deposited or caused to

<PAGE>

be deposited upon receipt by the Trustee in the Payment Account, or upon receipt

by the Servicer in the Custodial Account. Upon receipt by the Trustee of written

notification of such deposit signed by a Servicing Officer, the Trustee shall

(i) release or cause to be released to GMACM the related Mortgage Note, (ii)

cause the Servicer to release to GMACM any remaining documents in the related

Mortgage File which are held by the Servicer, and (iii) execute and deliver such

instruments of transfer or assignment, in each case without recourse,

representation or warranty, as GMACM shall require as necessary to vest in GMACM

ownership of any Mortgage Loan released pursuant hereto and at such time the

Trustee shall have no further responsibility with respect to the related

Mortgage Note.

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

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

The Servicer hereby represents and warrants to the Trustee for the

benefit of the Certificateholders that:

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

good standing under the laws governing its creation and existence and is

or will be in compliance with the laws of each state in which any

Mortgaged Property is located to the extent necessary to ensure the

enforceability of each Mortgage Loan in accordance with the terms of

this Agreement;

(ii) The execution and delivery of this Agreement by the Servicer and its

performance and compliance with the terms of this Agreement will not

violate the Servicer's Certificate of Incorporation or Bylaws or

constitute a material default (or an event which, with notice or lapse

of time, would constitute a material default) under, or result in the

material breach of, any material contract, agreement or other instrument

to which the Servicer is a party or which may be applicable to the

Servicer or any of its assets;

(iii) This Agreement, assuming due authorization, execution and delivery by

the Trustee and the Company, constitutes a valid, legal and binding

obligation of the Servicer, enforceable against it in accordance with

the terms hereof subject to applicable bankruptcy, insolvency,

reorganization, moratorium and other laws affecting the enforcement of

creditors' rights generally and to general principles of equity,

regardless of whether such enforcement is considered in a proceeding in

equity or at law and to public policy as it relates to indemnification

and contribution under applicable securities laws;

(iv) The Servicer is not in default with respect to any order or decree of

any court or any order, regulation or demand of any federal, state,

municipal or governmental agency, which default might have consequences

that would materially and adversely affect the condition (financial or

other) or operations of the Servicer or its properties or might have

consequences that would materially adversely affect its performance

hereunder;

(v) No litigation is pending or, to the best of the Servicer's knowledge,

threatened against the Servicer which would prohibit its entering into

this Agreement or performing its obligations under this Agreement;

<PAGE>

(vi) The Servicer will comply in all material respects in the performance of

this Agreement with all reasonable rules and requirements of each

insurer under each Required Insurance Policy;

(vii) No information, certificate of an officer, statement furnished in

writing or report delivered to the Company, any Affiliate of the Company

or the Trustee by the Servicer will, to the knowledge of the Servicer,

contain any untrue statement of a material fact or omit a material fact

necessary to make the information, certificate, statement or report not

misleading; and

(viii) The Servicer is a member of MERS in good standing, and will comply in

all material respects with the rules and procedures of MERS in

connection with the servicing of the Mortgage Loans that are registered

with MERS.

It is understood and agreed that the representations and warranties set forth in

this Section 2.03 shall survive delivery of the respective Mortgage Notes to the

Custodian, if any, or the Trustee.

Section 2.04. Representations and Warranties of the Seller.

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

The Company hereby assigns to the Trustee for the benefit of

Certificateholders all of its right, title and interest in respect of the

Purchase Agreement insofar as the Purchase Agreement relates to the

representations and warranties made by the Seller in respect of the Mortgage

Loans and any remedies provided thereunder for any breach of such

representations and warranties, such right, title and interest may be enforced

by the Servicer on behalf of the Trustee and the Certificateholders. Upon the

discovery by the Company, the Servicer, the Trustee or any Custodian of a breach

of any of the representations and warranties made by the Seller in the Purchase

Agreement (which, for purposes hereof, will be deemed to include any other cause

giving rise to a repurchase obligation under the Purchase Agreement) in respect

of any Mortgage Loan which materially and adversely affects the interests of the

Certificateholders in such Mortgage Loan, the party discovering such breach

shall give prompt written notice to the other parties (any Custodian being so

obligated under a Custodial Agreement). The Servicer shall promptly notify the

Seller of such breach and request that the Seller either (i) cure such breach in

all material respects within 90 days from the date the Seller was notified of

such breach or (ii) purchase such Mortgage Loan from the Trust Fund at the

Purchase Price and in the manner set forth in Section 2.02; provided that in the

case of a breach under the Purchase Agreement, the Seller, shall have the option

to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage

Loan if such substitution occurs within two years following the Closing Date;

provided that if the breach would cause the Mortgage Loan to be other than a

"qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such

cure, repurchase or substitution must occur within 90 days from the date the

breach was discovered. In the event that the Seller elects to substitute a

Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant

to this Section 2.04, the Trustee shall notify the Seller to deliver to the

Custodian with respect to such Qualified Substitute Mortgage Loan or Loans, the

original Mortgage Note endorsed as required by Section 2.01, and the Trustee

shall notify the Seller to deliver to the Servicer with respect to such

Qualified Substitute Mortgage Loan, the Mortgage, an Assignment of the Mortgage

in recordable form if required pursuant to Section 2.01, and such other

documents and agreements as are required to be held by the Servicer pursuant to

Section 2.01. No substitution will be made in any calendar month after the

Determination Date for such month. Monthly Payments due with respect to

Qualified Substitute Mortgage Loans in the month of substitution shall not be

part of the Trust Fund and will be retained by the Servicer and remitted by the

Servicer to the Seller on the next succeeding Distribution Date. For the month

of substitution, distributions to the Certificateholders will include the

Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter the

<PAGE>

Seller shall be entitled to retain all amounts received in respect of such

Deleted Mortgage Loan. The Servicer shall amend or cause to be amended the

Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the

removal of such Deleted Mortgage Loan and the substitution of the Qualified

Substitute Mortgage Loan or Loans and the Servicer shall deliver the amended

Mortgage Loan Schedule to the Trustee. Upon such substitution, the Qualified

Substitute Mortgage Loan or Loans shall be subject to the terms of this

Agreement and the related Subservicing Agreement in all respects, and the Seller

shall be deemed to have made the representations and warranties with respect to

the Qualified Substitute Mortgage Loan contained in the Purchase Agreement as of

the date of substitution.

In connection with the substitution of one or more Qualified Substitute

Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will

determine the amount (if any) by which the aggregate principal balance of all

such Qualified Substitute Mortgage Loans as of the date of substitution is less

than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans

(in each case after application of the principal portion of the Monthly Payments

due in the month of substitution that are to be distributed to the

Certificateholders in the month of substitution). The Servicer shall deposit the

amount of such shortfall received from the Seller into the Custodial Account on

the day of substitution. The Servicer shall give notice in writing to the

Trustee of such event, which notice shall be accompanied by an Officer's

Certificate as to the calculation of such shortfall and (subject to Section

10.01(f)) by an Opinion of Counsel to the effect that such substitution will not

cause (a) any federal tax to be imposed on the Trust Fund, including without

limitation, any federal tax imposed on "prohibited transactions" under Section

860F(a)(1) of the Code or on "contributions after the startup date" under

Section 860G(d)(1) of the Code or (b) any portion of either of the REMICs to

fail to qualify as such at any time that any Certificate is outstanding.

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

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

breach of its representations and warranties has occurred and is continuing

shall constitute the sole remedy respecting such breach available to the

Certificateholders or the Trustee on behalf of Certificateholders. In connection

with the purchase of or substitution for any such Mortgage Loan by the Seller,

the Trustee shall assign, pursuant to an assignment delivered to the Trustee by

the Seller, to the Seller or its designee all of the right, title and interest

in respect of the Purchase Agreement applicable to such Mortgage Loan.

Section 2.05. Execution and Authentication of Certificates.

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

The Trustee acknowledges the assignment to it of the Mortgage Loans and

the delivery of the Mortgage Notes to the Custodian on its behalf, subject to

any exceptions noted, together with the assignment to it of all other assets

included in the Trust Fund and/or the applicable REMIC, receipt of which is

hereby acknowledged. Concurrently with such delivery and in exchange therefor,

the Trustee, pursuant to the written request of the Company executed by an

officer of the Company has executed and caused to be authenticated and delivered

to or upon the order of the Company the Certificates in authorized denominations

which evidence ownership of the entire Trust Fund.

Section 2.06. Purposes and Powers of the Trust Fund.

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

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

following activities:

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

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

accomplish the foregoing or are incidental thereto or connected therewith; and

<PAGE>

(d) subject to compliance with this Agreement, to engage in such other

activities as may be required in connection with conservation of the Trust Fund

and the making of distributions to the Certificateholders.

The trust is hereby authorized to engage in the foregoing activities.

The trust shall not engage in any activity other than in connection with the

foregoing or other than as required or authorized by the terms of this Agreement

while any Certificate is outstanding without the consent of the

Certificateholders evidencing a majority of the aggregate Voting Rights of the

Certificates.

ARTICLE III

ADMINISTRATION AND SERVICING

OF MORTGAGE LOANS

Section 3.01. Servicer to Act as Servicer.

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

(a) The Servicer shall service and administer the Mortgage Loans in accordance

with the terms of this Agreement and the respective Mortgage Loans, shall follow

such practices and procedures as it shall deem necessary or advisable and as

shall be normal and usual in its general mortgage servicing activities, and

shall have full power and authority, acting alone or through Subservicers as

provided in Section 3.02, to do any and all things which it may deem necessary

or desirable in connection with such servicing and administration. Without

limiting the generality of the foregoing, the Servicer in its own name or in the

name of a Subservicer is hereby authorized and empowered by the Trustee when the

Servicer or the Subservicer, as the case may be, believes it appropriate in its

best judgment, to execute and deliver, on behalf of the Certificateholders and

the Trustee or any of them, any and all instruments of satisfaction or

cancellation, or of partial or full release or discharge, or of consent to

assumption or modification in connection with a proposed conveyance, or of

assignment of any Mortgage and Mortgage Note in connection with the repurchase

of a Mortgage Loan and all other comparable instruments, or with respect to the

modification or re-recording of a Mortgage for the purpose of correcting the

Mortgage, the subordination of the lien of the Mortgage in favor of a public

utility company or government agency or unit with powers of eminent domain, the

taking of a deed in lieu of foreclosure, the commencement, prosecution or

completion of judicial or non-judicial foreclosure, the conveyance of a

Mortgaged Property to the related Insurer, the acquisition of any property

acquired by foreclosure or deed in lieu of foreclosure, or the management,

marketing and conveyance of any property acquired by foreclosure or deed in lieu

of foreclosure with respect to the Mortgage Loans and with respect to the

Mortgaged Properties. The Servicer further is authorized and empowered by the

Trustee, on behalf of the Certificateholders and the Trustee, in its own name or

in the name of the Subservicer, when the Servicer or the Subservicer, as the

case may be, believes it appropriate in its best judgment to register any

Mortgage Loan on the MERS(R) System, or cause the removal from the registration

of anY Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of

the Trustee and thE Certificateholders or any of them, any and all instruments

of assignment and other comparable instruments with respect to such assignment

or re-recording of a Mortgage in the name of MERS, solely as nominee for the

Trustee and its successors and assigns. Any expenses incurred in connection with

the actions described in the preceding sentence shall be borne by the Servicer

in accordance with Section 3.16(c), with no right of reimbursement; provided,

that if, as a result of MERS discontinuing or becoming unable to continue

operations in connection with the MERS System, it becomes necessary to remove

any Mortgage Loan from registration on the MERS System and to arrange for the

assignment of the related Mortgages to the Trustee, then any related expenses

shall be reimbursable to the Servicer. Notwithstanding the foregoing, subject to

Section 3.07(a), the Servicer shall not permit any modification with respect to

any Mortgage Loan that would both constitute a sale or exchange of such Mortgage

Loan within the meaning of Section 1001 of the Code and any proposed, temporary

or final regulations promulgated thereunder (other than in connection with a

proposed conveyance or assumption of such Mortgage Loan that is treated as a

Principal Prepayment in Full pursuant to Section 3.13(d) hereof) and cause any

<PAGE>

REMIC formed under this Agreement to fail to qualify as a REMIC under the Code.

Upon request, the Trustee shall furnish the Servicer with any powers of attorney

and other documents necessary or appropriate to enable the Servicer to service

and administer the Mortgage Loans. The Trustee shall not be liable for any

action taken by the Servicer or any Subservicer pursuant to such powers of

attorney. In connection with servicing and administering the Mortgage Loans, the

Servicer and any Affiliate of the Servicer (i) may perform services such as

appraisals and brokerage services that are not customarily provided by servicers

of mortgage loans, and shall be entitled to reasonable compensation therefor in

accordance with Section 3.10 and (ii) may, at its own discretion and on behalf

of the Trustee, obtain credit information in the form of a "credit score" from a

credit repository.

(b) All costs incurred by the Servicer or by Subservicers in effecting the

timely payment of taxes and assessments on the properties subject to the

Mortgage Loans shall not, for the purpose of calculating monthly distributions

to the Certificateholders, be added to the amount owing under the related

Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so permit,

and such costs shall be recoverable to the extent permitted by Section

3.10(a)(ii).

offering of pass-through certificates evidencing interests in one or more of the

Certificates providing for the payment by the Servicer of amounts received by

the Servicer as servicing compensation hereunder and required to cover certain

Prepayment Interest Shortfalls on the Mortgage Loans, which payment obligation

will thereafter be an obligation of the Servicer hereunder.

Section 3.02. Subservicing Agreements Between Servicer and

Subservicers; Enforcement of Subservicers' and Seller's

Obligations.

The Servicer may enter into Subservicing Agreements with Subservicers,

for the servicing and administration of all or some of the Mortgage Loans. Each

Subservicer of a Mortgage Loan shall be entitled to receive and retain, as

provided in the related Subservicing Agreement and in Section 3.07, the related

Subservicing Fee from payments of interest received on such Mortgage Loan after

payment of all amounts required to be remitted to the Servicer in respect of

such Mortgage Loan. Any Subservicing Fee shall be paid by the Servicer out of

the Servicing Fee for the related Mortgage Loans. Unless the context otherwise

requires, references in this Agreement to actions taken or to be taken by the

Servicer in servicing the Mortgage Loans include actions taken or to be taken by

a Subservicer on behalf of the Servicer.

Section 3.03. Successor Subservicers.

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

The Servicer shall be entitled to terminate any Subservicing Agreement

that may exist in accordance with the terms and conditions of such Subservicing

Agreement and without any limitation by virtue of this Agreement; provided,

however, that in the event of termination of any Subservicing Agreement by the

Servicer or the Subservicer, the Servicer shall either act as servicer of the

related Mortgage Loan or enter into a Subservicing Agreement with a successor

Subservicer which will be bound by the terms of the related Subservicing

Agreement.

Section 3.04. Liability of the Servicer.

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

Notwithstanding any Subservicing Agreement, any of the provisions of

this Agreement relating to agreements or arrangements between the Servicer or a

Subservicer or reference to actions taken through a Subservicer or otherwise,

the Servicer shall remain obligated and liable to the Trustee and the

Certificateholders for the servicing and administering of the Mortgage Loans in

accordance with the provisions of Section 3.01 without diminution of such

<PAGE>

obligation or liability by virtue of such Subservicing Agreements or

arrangements or by virtue of indemnification from the Subservicer or the Company

and to the same extent and under the same terms and conditions as if the

Servicer alone were servicing and administering the Mortgage Loans. The Servicer

shall be entitled to enter into any agreement with a Subservicer or the Seller

for indemnification of the Servicer and nothing contained in this Agreement

shall be deemed to limit or modify such indemnification.

Section 3.05. No Contractual Relationship Between Subservicer and Trustee or

Certificateholders.

Any Subservicing Agreement that may be entered into and any other

transactions or services relating to the Mortgage Loans involving a Subservicer

in its capacity as such and not as an originator shall be deemed to be between

the Subservicer and the Servicer alone and the Trustee and the

Certificateholders shall not be deemed parties thereto and shall have no claims,

rights, obligations, duties or liabilities with respect to the Subservicer in

its capacity as such except as set forth in Section 3.06.

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

(a) If the Servicer shall for any reason no longer be the servicer (including by

reason of an Event of Default), the Trustee, its designee or its successor shall

thereupon assume all of the rights and obligations of the Servicer under each

Subservicing Agreement that may have been entered into. The Trustee, its

designee or the successor servicer for the Trustee shall be deemed to have

assumed all of the Servicer's interest therein and to have replaced the Servicer

as a party to the Subservicing Agreement to the same extent as if the

Subservicing Agreement had been assigned to the assuming party except that the

Servicer shall not thereby be relieved of any liability or obligations under the

Subservicing Agreement.

(b) The Servicer shall, upon request of the Trustee but at the expense of the

Servicer, deliver to the assuming party all documents and records relating to

each Subservicing Agreement and the Mortgage Loans then being serviced and an

accounting of amounts collected and held by it and otherwise use its reasonable

efforts to effect the orderly and efficient transfer of each Subservicing

Agreement to the assuming party.

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

Custodial Account.

(a) The Servicer shall make reasonable efforts to collect all payments called

for under the terms and provisions of the Mortgage Loans, and shall, to the

extent such procedures shall be consistent with this Agreement and the terms and

provisions of any related Primary Insurance Policy, follow such collection

procedures as it would employ in its good faith business judgment and which are

normal and usual in its general mortgage servicing activities. Consistent with

the foregoing, the Servicer may in its discretion (i) waive any late payment

charge or any prepayment charge or penalty interest in connection with the

prepayment of a Mortgage Loan and (ii) extend the Due Date for payments due on a

Mortgage Note for a period not greater than 180 days; provided, however, that

the Servicer shall first determine that any such waiver or extension will not

impair the coverage of any related Primary Insurance Policy or materially

adversely affect the lien of the related Mortgage. In the event of any such

arrangement, the Servicer shall make timely advances on the related Mortgage

Loan during the scheduled period in accordance with the amortization schedule of

such Mortgage Loan without modification thereof by reason of such arrangements

unless otherwise agreed to by the Holders of the Classes of Certificates

affected thereby; provided, however, that no such extension shall be made if any

such advance would be a Nonrecoverable Advance. Consistent with the terms of

this Agreement, the Servicer may also waive, modify or vary any term of any

Mortgage Loan or consent to the postponement of strict compliance with any such

term or in any manner grant indulgence to any Mortgagor if in the Servicer's

determination such waiver, modification, postponement or indulgence is not

<PAGE>

materially adverse to the interests of the Certificateholders (taking into

account any estimated Realized Loss that might result absent such action);

provided, however, that the Servicer may not modify materially or permit any

Subservicer to modify any Mortgage Loan, including without limitation any

modification that would change the Mortgage Rate, forgive the payment of any

principal or interest (unless in connection with the liquidation of the related

Mortgage Loan or except in connection with prepayments to the extent that such

reamortization is not inconsistent with the terms of the Mortgage Loan), or

extend the final maturity date of such Mortgage Loan, unless such Mortgage Loan

is in default or, in the judgment of the Servicer, such default is reasonably

foreseeable; and provided, further, that no such modification shall reduce the

interest rate on a Mortgage Loan below the Servicing Fee Rate. In connection

with any Curtailment of a Mortgage Loan, the Servicer, to the extent not

inconsistent with the terms of the Mortgage Note and local law and practice, may

permit the Mortgage Loan to be reamortized such that the Monthly Payment is

recalculated as an amount that will fully amortize the remaining Stated

Principal Balance thereof by the original Maturity Date based on the original

Mortgage Rate; provided, that such re-amortization shall not be permitted if it

would constitute a reissuance of the Mortgage Loan for federal income tax

purposes, except if such reissuance is described in Treasury Regulation Section

1.860G-2(b)(3). The Servicer shall not be required to institute or join in

litigation with respect to collection of any payment (whether under a Mortgage,

Mortgage Note or otherwise or against any public or governmental authority with

respect to a taking or condemnation) if it reasonably believes that enforcing

the provision of the Mortgage or other instrument pursuant to which such payment

is required is prohibited by applicable law.

(b) The Servicer shall segregate and hold all funds collected and received

pursuant to each Mortgage Loan separate and apart from any of its own funds and

general assets and shall establish and maintain one or more Custodial Accounts

held in trust, entitled "GMAC Mortgage Corporation Custodial Account in trust

for the benefit of the Holders of GMACM Mortgage Pass-Through Certificates,

Series 2005-AR1." Each Custodial Account shall be an Eligible Account. The

Custodial Account shall be maintained as a segregated account, separate and

apart from trust funds created for mortgage pass-through certificates of other

series, and the other accounts of the Servicer.

Within two Business Days of receipt, except as otherwise specifically

provided herein, the Servicer shall deposit or cause to be deposited the

following payments and collections remitted by subservicers or received by it in

respect of the Mortgage Loans subsequent to the Cut-off Date (other than in

respect of principal and interest due on such Mortgage Loans on or before the

Cut-off Date) and the following amounts required to be deposited hereunder:

(i) All payments on account of principal, including Principal

Prepayments made by Mortgagors on the Mortgage Loans and the

principal component of any Subservicer Advance or of any REO

Proceeds received in connection with an REO Property for which an

REO Disposition has occurred;

(ii) All payments on account of interest at the Net Mortgage Rate on

the Mortgage Loans, and the interest component of any Subservicer

Advance or of any REO Proceeds received in connection with an REO

Property for which an REO Disposition has occurred, minus the

amount of any interest paid by a Mortgagor in connection with a

Principal Prepayment in Full for the calendar month in which such

Principal Prepayment is to be distributed pursuant to Section

4.02;

(iii) Insurance Proceeds, Subsequent Recoveries and Liquidation

Proceeds (net of any related expenses of the Subservicer);

<PAGE>

(iv) All proceeds of any Mortgage Loans purchased pursuant to Section

2.02, 2.04 or 4.07 and all amounts required to be deposited in

connection with the substitution of a Qualified Substitute

Mortgage Loan pursuant to Section 2.04;

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

and

(vi) All amounts transferred from the Payment Account to the Custodial

Account in accordance with Section 4.02(a).

The foregoing requirements for deposit in the Custodial Account shall be

exclusive, it being understood and agreed that, without limiting the generality

of the foregoing, payments on the Mortgage Loans which are not part of the Trust

Fund (consisting of payments in respect of principal and interest on the

Mortgage Loans due on or before the Cut-off Date) and payments or collections in

the nature of prepayment charges or late payment charges or assumption fees may

but need not be deposited by the Servicer in the Custodial Account. In the event

any amount not required to be deposited in the Custodial Account is so

deposited, the Servicer may at any time withdraw such amount from the Custodial

Account, any provision herein to the contrary notwithstanding. The Servicer

shall maintain records with respect to all deposits made pursuant to this

Section. All funds deposited in the Custodial Account shall be held in trust for

the Certificateholders until withdrawn in accordance with Section 3.10.

With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds

and the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02,

2.04 and 4.07 received in any calendar month, the Servicer may elect to treat

such amounts as included in the Available Distribution Amount for the

Distribution Date in the month of receipt, but is not obligated to do so. If the

Servicer so elects, such amounts will be deemed to have been received (and any

related Realized Loss shall be deemed to have occurred) on the last day of the

month prior to the receipt thereof.

institution maintaining the Custodial Account to invest the funds in the

Custodial Account attributable to the Mortgage Loans in Permitted Investments

which shall mature not later than the Payment Account Deposit Date next

following the date of such investment (with the exception of the Amount Held for

Future Distribution) and which shall not be sold or disposed of prior to their

maturities. All income and gain realized from any such investment shall be for

the benefit of the Servicer as additional servicing compensation and shall be

subject to its withdrawal or order from time to time. The amount of any losses

incurred in respect of any such investments attributable to the investment of

amounts in respect of the Mortgage Loans shall be deposited in the Custodial

Account by the Servicer out of its own funds immediately as realized without any

right of reimbursement.

Section 3.08. Subservicing Accounts; Servicing Accounts.

(a) In those cases where a Subservicer is servicing a Mortgage Loan pursuant to

a Subservicing Agreement, the Servicer shall cause the Subservicer, pursuant to

the Subservicing Agreement, to establish and maintain one or more Subservicing

Accounts which shall be an Eligible Account or, if such account is not an

Eligible Account, shall be acceptable to the Servicer and each Rating Agency.

The Subservicer will be required thereby to deposit into the Subservicing

Account on a daily basis all proceeds of Mortgage Loans received by the

Subservicer, less its Subservicing Fees and unreimbursed advances and expenses,

to the extent permitted by the Subservicing Agreement. If the Subservicing

Account is not an Eligible Account, the Servicer shall be deemed to have

received such monies upon receipt thereof by the Subservicer. The Subservicer

shall not be required to deposit in the Subservicing Account payments or

collections in the nature of prepayment charges or late charges or assumption

<PAGE>

fees. On or before each Determination Date, the Servicer shall cause the

Subservicer, pursuant to the Subservicing Agreement, to remit to the Servicer

for deposit in the Custodial Account all funds held in the Subservicing Account

with respect to each Mortgage Loan serviced by such Subservicer that are

required to be remitted to the Servicer.

(b) In addition to the Custodial Account and the Payment Account, the Servicer

shall for any Nonsubserviced Mortgage Loan, and shall cause the Subservicers for

Subserviced Mortgage Loans to, establish and maintain one or more Servicing

Accounts and deposit and retain therein all collections from the Mortgagors (or

advances from Subservicers) for the payment of taxes, assessments, hazard

insurance premiums, Primary Insurance Policy premiums, if applicable, or

comparable items for the account of the Mortgagors. Each Servicing Account shall

be hold in trust, entitled "GMAC Mortgage Corporation Servicing Account in trust

for the benefit of the of the Holders of GMACM Mortgage Pass-Through

Certificates, Series 2005-AR1." Withdrawals of amounts related to the Mortgage

Loans from the Servicing Accounts may be made only to effect timely payment of

taxes, assessments, hazard insurance premiums, Primary Insurance Policy

premiums, if applicable, or comparable items, to reimburse the Servicer or

Subservicer out of related collections for any payments made pursuant to

Sections 3.11 (with respect to the Primary Insurance Policy) and 3.12(a) (with

respect to hazard insurance), to refund to any Mortgagors any sums as may be

determined to be overages, to pay interest, if required, to Mortgagors on

balances in the Servicing Account or to clear and terminate the Servicing

Account at the termination of this Agreement in accordance with Section 9.01. As

part of its servicing duties, the Servicer shall, and the Subservicers will,

pursuant to the Subservicing Agreements, be required to pay to the Mortgagors

interest on funds in this account to the extent required by law.

subsection that are not timely paid by the Mortgagors or advanced by the

Subservicers on the date when the tax, premium or other cost for which such

payment is intended is due, but the Servicer shall be required so to advance

only to the extent that such advances, in the good faith judgment of the

Servicer, will be recoverable by the Servicer out of Insurance Proceeds,

Liquidation Proceeds or otherwise.

Section 3.09. Access to Certain Documentation and Information Regarding the

Mortgage Loans.

If compliance with this Section 3.09 shall make any Class of

Certificates legal for investment by federally insured savings and loan

associations, the Servicer shall provide, or cause the Subservicers to provide,

to the Trustee, the Office of Thrift Supervision or the FDIC and the supervisory

agents and examiners thereof access to the documentation regarding the Mortgage

Loans required by applicable regulations of the Office of Thrift Supervision,

such access being afforded without charge but only upon reasonable request and

during normal business hours at the offices designated by the Servicer. The

Servicer shall permit such representatives to photocopy any such documentation

and shall provide equipment for that purpose at a charge reasonably

approximating the cost of such photocopying to the Servicer.

Section 3.10. Permitted Withdrawals from the Custodial Account.

(a) The Servicer may, from time to time as provided herein, make

withdrawals from the Custodial Account of amounts on deposit

therein pursuant to Section 3.07 that are attributable to the

Mortgage Loans for the following purposes:

(i) to make deposits into the Payment Account in the amounts and in the

manner provided for in Section 4.01;

<PAGE>

(ii) to reimburse itself or the related Subservicer for previously

unreimbursed advances or expenses made pursuant to Sections 3.01,

3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or otherwise reimbursable

pursuant to the terms of this Agreement, such withdrawal right being

limited to amounts received on particular Mortgage Loans (including, for

this purpose, REO Proceeds, Insurance Proceeds, Liquidation Proceeds and

proceeds from the purchase of a Mortgage Loan pursuant to Section 2.02,

2.04 or 4.07) which represent (A) Late Collections of Monthly Payments

for which any such advance was made in the case of Subservicer Advances

or Advances pursuant to Section 4.04 and (B) recoveries of amounts in

respect of which such advances were made in the case of Servicing

Advances;

(iii) to pay to itself or the related Subservicer (if not previously retained

by such Subservicer) out of each payment received by the Servicer on

account of interest on a Mortgage Loan as contemplated by Sections 3.14

and 3.16, an amount equal to that remaining portion of any such payment

as to interest (but not in excess of the Servicing Fee and the

Subservicing Fee, if not previously retained) which, when deducted, will

result in the remaining amount of such interest being interest at the

Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a

Modified Mortgage Loan) on the amount specified in the amortization

schedule of the related Mortgage Loan as the principal balance thereof

at the beginning of the period respecting which such interest was paid

after giving effect to any previous Curtailments;

(iv) to pay to itself as additional servicing compensation any interest or

investment income earned on funds and other property deposited in or

credited to the Custodial Account that it is entitled to withdraw

pursuant to Section 3.07(c);

(v) to pay to itself as additional servicing compensation any Foreclosure

Profits, and any amounts remitted by Subservicers or received from

Mortgagors as interest in respect of Curtailments;

(vi) to pay the Seller, with respect to each Mortgage Loan or property

acquired in respect thereof that has been purchased or otherwise

transferred pursuant to Section 2.02, 2.04, 4.07 or 9.01, all amounts

received thereon and not required to be distributed to the

Certificateholders as of the date on which the related Stated Principal

Balance or Purchase Price is determined;

(vii) to reimburse itself or the related Subservicer for any Nonrecoverable

Advance or any Advance that was ultimately determined to be Excess

Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or

Extraordinary Losses in the manner and to the extent provided in

subsection (c) below, any Advance made in connection with a modification

of a Mortgage Loan that is in default or, in the judgment of the

Servicer, default is reasonably foreseeable pursuant to Section 3.07(a),

to the extent the amount of the Advance has been added to the

outstanding principal balance of the Mortgage Loan, or any Advance

reimbursable to the Servicer pursuant to Section 4.02(a);

(viii) to reimburse itself or the Company for expenses incurred by and

reimbursable to it or the Company pursuant to Sections 3.01(a), 3.01(b),

3.11, 3.13, 3.14(c), 6.03, 10.01 or otherwise;

(ix) to reimburse itself for Servicing Advances expended by it (a) pursuant

to Section 3.14 in good faith in connection with the restoration of

property damaged by an Uninsured Cause, and (b) in connection with the

liquidation of a Mortgage Loan or disposition of an REO Property to the

extent not otherwise reimbursed pursuant to clause (ii) or (viii) above;

and

<PAGE>

(x) to withdraw any amount deposited in the Custodial Account that was not

required to be deposited therein pursuant to Section 3.07.

(b) Since, in connection with withdrawals pursuant to clauses (ii),

(iii), (v) and (vi), the Servicer's entitlement thereto is

limited to collections or other recoveries on the related

Mortgage Loan, the Servicer shall keep and maintain separate

accounting, on a Mortgage Loan by Mortgage Loan basis, for the

purpose of justifying any withdrawal from the Custodial Account

pursuant to such clauses. All permitted withdrawals pursuant to

clauses (iv), (vii), (viii) and (ix) shall be reimbursed from

collections on the Mortgage Loans in the related Loan Group or,

if such reimbursement is not attributable to a specific Mortgage

Loan, shall be reimbursed from collections received on the

Mortgage Loans in each Loan Group, pro rata, based on the Stated

Principal Balance of each such Loan Group.

Subservicer for any Advance made in respect of a Mortgage Loan

that the Servicer determines to be a Nonrecoverable Advance or an

Advance that was ultimately determined to be Excess Special

Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or

Extraordinary Losses by withdrawal from the Custodial Account of

amounts on deposit therein attributable to the Mortgage Loans on

any Payment Account Deposit Date succeeding the date of such

determination. Such right of reimbursement in respect of a

Nonrecoverable Advance on any such Payment Account Deposit Date

shall be limited to an amount not exceeding the portion of such

Advance previously paid to Certificateholders (and not

theretofore reimbursed to the Servicer or the related

Subservicer).

Section 3.11. Maintenance of the Primary Insurance Policies; Collections

Thereunder.

(a) The Servicer shall not take, or permit any Subservicer to take, any action

which would result in non-coverage under any applicable Primary Insurance Policy

of any loss which, but for the actions of the Servicer or Subservicer, would

have been covered thereunder. To the extent coverage is available, the Servicer

shall keep or cause to be kept in full force and effect a Primary Insurance

Policy in the case of each Mortgage Loan having a Loan-to-Value Ratio at

origination in excess of 80%, until the principal balance of the related

Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less of the

appraised value based on the most recent appraisal of the Mortgaged Property

performed by a qualified appraiser, such appraisal to be included in the related

servicing file. The Servicer shall not cancel or refuse to renew any such

Primary Insurance Policy applicable to a Nonsubserviced Mortgage Loan, or

consent to any Subservicer canceling or refusing to renew any such Primary

Insurance Policy applicable to a Mortgage Loan subserviced by it, that is in

effect at the date of the initial issuance of the Certificates and is required

to be kept in force hereunder unless the replacement Primary Insurance Policy

for such canceled or non-renewed policy is maintained with an insurer whose

claims-paying ability is acceptable to each Rating Agency for mortgage

pass-through certificates having a rating equal to or better than the lower of

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

Closing Date by such Rating Agency. In connection with any assumption or

substitution agreement entered into or to be entered into pursuant to Section

3.13, the Servicer shall promptly notify the insurer under the related Primary

Insurance Policy, if any, of such assumption or substitution of liability in

accordance with the terms of such policy and shall take all actions which may be

required by such insurer as a condition to the continuation of coverage under

the Primary Insurance Policy. If such Primary Insurance Policy is terminated as

a result of such assumption or substitution of liability, the Servicer shall

obtain a replacement Primary Insurance Policy as provided above.

<PAGE>

(b) In connection with its activities as administrator and servicer of the

Mortgage Loans, the Servicer agrees to present or to cause the related

Subservicer to present, on behalf of the Servicer, the Subservicer, if any, the

Trustee and Certificateholders, claims to the related Insurer under any Primary

Insurance Policies, in a timely manner in accordance with such policies, and, in

this regard, to take or cause to be taken such reasonable action as shall be

necessary to permit recovery under any Primary Insurance Policies respecting

defaulted Mortgage Loans. Pursuant to Section 3.07, any Insurance Proceeds

collected by or remitted to the Servicer under any Primary Insurance Policies

shall be deposited in the Custodial Account, subject to withdrawal pursuant to

Section 3.10.

Section 3.12. Maintenance of Hazard Insurance and Omissions and Fidelity

Coverage.

(a) The Servicer shall cause to be maintained for each Mortgage Loan (other than

a Cooperative Loan) hazard insurance with extended coverage in an amount which

is equal to the lesser of (i) the greater of (A) the principal balance owing on

such Mortgage Loan and (B) the percentage such that the proceeds thereof shall

be sufficient to prevent the application of a co-insurance clause; or (ii) 100

percent of the insurable value of the improvements. If the Mortgaged Property is

in an area identified in the Federal Register by the Federal Emergency

Management Agency as being a special flood hazard area that has

federally-mandated flood insurance requirements, the Servicer will cause to be

maintained a flood insurance policy meeting the requirements of the current

guidelines of the Federal Insurance Administration with a generally acceptable

insurance carrier, in an amount representing coverage not less than the least of

(i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum

insurable value of the improvements securing such Mortgage Loan or (iii) the

maximum amount of insurance which is available under the Flood Disaster

Protection Act of 1973, as amended. The Servicer shall also cause to be

maintained on property acquired upon foreclosure, or deed in lieu of

foreclosure, of any Mortgage Loan (other than a Cooperative Loan), hazard

insurance with extended coverage in an amount which is at least equal to the

maximum insurable value of the improvements which are a part of such property,

liability insurance and, to the extent required and available under the Flood

Disaster Protection Act of 1973, as amended, flood insurance in an amount as

provided above. Pursuant to Section 3.07, any amounts collected by the Servicer

under any such policies (other than amounts to be applied to the restoration or

repair of the related Mortgaged Property or property thus acquired or amounts

released to the Mortgagor in accordance with the Servicer's normal servicing

procedures) shall be deposited in the Custodial Account, subject to withdrawal

pursuant to Section 3.10. Any cost incurred by the Servicer in maintaining any

such insurance shall not, for the purpose of calculating monthly distributions

to the Certificateholders, be added to the amount owing under the Mortgage Loan,

notwithstanding that the terms of the Mortgage Loan so permit. Such costs shall

be recoverable by the Servicer out of related late payments by the Mortgagor,

out of Insurance Proceeds and Liquidation Proceeds or from amounts on deposit in

the Custodial Account to the extent permitted by Section 3.10. It is understood

and agreed that no earthquake or other additional insurance is to be required of

any Mortgagor or maintained on property acquired in respect of a Mortgage Loan

other than pursuant to such applicable laws and regulations as shall at any time

be in force and as shall require such additional insurance. All such policies

shall be endorsed with standard mortgagee clauses with loss payable to the

Servicer and its successors and/or assigns and shall provide for at least thirty

days prior written notice of any cancellation, reduction in the amount or

material change in coverage to the Servicer. The Servicer shall not interfere

with the Mortgagor's freedom of choice in selecting either his insurance carrier

or agent, provided, however, that the Servicer shall not accept any such

insurance policies from insurance companies unless such companies currently

reflect a General Policy Rating in Best's Key Rating Guide currently acceptable

to Fannie Mae and are licensed to do business in the state wherein the property

subject to the policy is located.

If the Servicer shall obtain and maintain a blanket hazard insurance

policy with extended coverage insuring against hazard losses on all of the

Mortgage Loans, it shall conclusively be deemed to have satisfied its

obligations as set forth in the first sentence of this Section 3.12(a), it being

understood and agreed that such policy may contain a deductible clause, in which

<PAGE>

case the Servicer shall, in the event that there shall not have been maintained

on the related Mortgaged Property a policy complying with the first sentence of

this Section 3.12(a) and there shall have been a loss which would have been

covered by such policy, deposit in the Payment Account the amount not otherwise

payable under the blanket policy because of such deductible clause. Any such

deposit by the Servicer shall be made on the Payment Account Deposit Date next

preceding the Distribution Date which occurs in the month following the month in

which payments under any such policy would have been deposited in the Custodial

Account. In connection with its activities as administrator and servicer of the

Mortgage Loans, the Servicer agrees to present, on behalf of itself, the Trustee

and the Certificateholders, claims under any such blanket policy.

(b) The Servicer shall obtain and maintain at its own expense and keep in full

force and effect throughout the term of this Agreement a blanket fidelity bond

and an errors and omissions insurance policy covering the Servicer's officers

and employees and other persons acting on behalf of the Servicer in connection

with its activities under this Agreement. The amount of coverage, taken

together, shall be at least equal to the coverage that would be required by

Fannie Mae or Freddie Mac, with respect to the Servicer if the Servicer were

servicing and administering the Mortgage Loans for Fannie Mae or Freddie Mac. In

the event that any such bond or policy ceases to be in effect, the Servicer

shall obtain a comparable replacement bond or policy from an issuer or insurer,

as the case may be, meeting the requirements set forth above.

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

Modification Agreements; Certain Assignments.

(a) When any Mortgaged Property is conveyed by the Mortgagor, the Servicer or

Subservicer, to the extent it has knowledge of such conveyance, shall enforce

any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent

permitted under applicable law and governmental regulations, but only to the

extent that such enforcement will not adversely affect or jeopardize coverage

under any Required Insurance Policy. Notwithstanding the foregoing, the Servicer

is not required to exercise such rights with respect to a Mortgage Loan if the

Person to whom the related Mortgaged Property has been conveyed or is proposed

to be conveyed satisfies the terms and conditions contained in the Mortgage Note

and Mortgage related thereto and the consent of the mortgagee under such

Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note

or Mortgage as a condition to such transfer. In the event that the Servicer is

prohibited by law from enforcing any such due-on-sale clause, or if coverage

under any Required Insurance Policy would be adversely affected, or if

nonenforcement is otherwise permitted hereunder, the Servicer is authorized,

subject to Section 3.13(b), to take or enter into an assumption and modification

agreement from or with the person to whom such property has been or is about to

be conveyed, pursuant to which such person becomes liable under the Mortgage

Note and, unless prohibited by applicable state law, the Mortgagor remains

liable thereon, provided that the Mortgage Loan shall continue to be covered (if

so covered before the Servicer enters such agreement) by the applicable Required

Insurance Policies. The Servicer, subject to Section 3.13(b), is also authorized

with the prior approval of the insurers under any Required Insurance Policies to

enter into a substitution of liability agreement with such Person, pursuant to

which the original Mortgagor is released from liability and such Person is

substituted as Mortgagor and becomes liable under the Mortgage Note.

Notwithstanding the foregoing, the Servicer shall not be deemed to be in default

under this Section by reason of any transfer or assumption which the Servicer

reasonably believes it is restricted by law from preventing, for any reason

whatsoever.

(b) Subject to the Servicer's duty to enforce any due-on-sale clause to the

extent set forth in Section 3.13(a), in any case in which a Mortgaged Property

is to be conveyed to a Person by a Mortgagor, and such Person is to enter into

an assumption or modification agreement or supplement to the Mortgage Note or

Mortgage which requires the signature of the Trustee, or if an instrument of

release signed by the Trustee is required releasing the Mortgagor from liability

<PAGE>

on the Mortgage Loan, the Servicer is authorized, subject to the requirements of

the sentence next following, to execute and deliver, on behalf of the Trustee,

the assumption agreement with the Person to whom the Mortgaged Property is to be

conveyed and such modification agreement or supplement to the Mortgage Note or

Mortgage or other instruments as are reasonable or necessary to carry out the

terms of the Mortgage Note or Mortgage or otherwise to comply with any

applicable laws regarding assumptions or the transfer of the Mortgaged Property

to such Person; provided, however, that in connection with any such assumption,

no material term of the Mortgage Note may be changed. Upon receipt of

appropriate instructions from the Servicer in accordance with the foregoing, the

Trustee shall execute any necessary instruments for such assumption or

substitution of liability delivered to it by the Servicer and as directed in

writing by the Servicer. Upon the closing of the transactions contemplated by

such documents, the Servicer shall cause the originals or true and correct

copies of the assumption agreement, the release (if any), or the modification or

supplement to the Mortgage Note or Mortgage to be delivered to the Trustee or

the Custodian and deposited with the Mortgage File for such Mortgage Loan. Any

fee collected by the Servicer or such related Subservicer for entering into an

assumption or substitution of liability agreement will be retained by the

Servicer or such Subservicer as additional servicing compensation.

entitled to approve a request from a Mortgagor for a partial release of the

related Mortgaged Property, the granting of an easement thereon in favor of

another Person, any alteration or demolition of the related Mortgaged Property

(or, with respect to a Cooperative Loan, the related Cooperative Apartment)

without any right of reimbursement or other similar matters if it has

determined, exercising its good faith business judgment in the same manner as it

would if it were the owner of the related Mortgage Loan, that the security for,

and the timely and full collectability of, such Mortgage Loan would not be

adversely affected thereby and if it has also determined that any portion of the

applicable REMIC would not fail to continue to qualify as a REMIC under the Code

as a result thereof and (subject to Section 10.01(f)) that no tax on "prohibited

transactions" or "contributions" after the startup day would be imposed on such

REMIC as a result thereof. Any fee collected by the Servicer or the related

Subservicer for processing such a request will be retained by the Servicer or

such Subservicer as additional servicing compensation.

(d) Subject to any other applicable terms and conditions of this Agreement, the

Trustee and Servicer shall be entitled to approve an assignment in lieu of

satisfaction with respect to any Mortgage Loan, provided the obligee with

respect to such Mortgage Loan following such proposed assignment provides the

Trustee and Servicer with a "Lender Certification for Assignment of Mortgage

Loan" in the form attached hereto as Exhibit K, in form and substance

satisfactory to the Trustee and Servicer, providing the following: (i) that the

substance of the assignment is, and is intended to be, a refinancing of such

Mortgage; (ii) that the Mortgage Loan following the proposed assignment will

have a rate of interest at least 0.25 percent below or above the rate of

interest on such Mortgage Loan prior to such proposed assignment; and (iii) that

such assignment is at the request of the borrower under the related Mortgage

Loan. Upon approval of an assignment in lieu of satisfaction with respect to any

Mortgage Loan, the Servicer shall receive cash in an amount equal to the unpaid

principal balance of and accrued interest on such Mortgage Loan and the Servicer

shall treat such amount as a Principal Prepayment in Full with respect to such

Mortgage Loan for all purposes hereof.

(e) Consistent with the terms of this Agreement, the Servicer may modify any

Mortgage Loan to provide for bi-weekly payments in connection with its "Bi-Saver

Program" if requested to do so from the related Mortgagor; provided, however,

that the Servicer may not modify or permit any Subservicer to modify any

Mortgage Loan in accordance with this clause (e), if such Mortgage Loan is in

default or, in the judgment of the Servicer, such default is reasonably

foreseeable; and provided, further, that upon such modification, the Servicer

shall purchase such Mortgage Loan from the Trustee at the Purchase Price

therefor. If at any time the Servicer makes a payment to the Payment Account

covering the amount of the Purchase Price for such a Mortgage Loan, and the

Servicer provides to the Trustee a certification signed by a Servicing Officer

<PAGE>

stating that the amount of such payment has been deposited in the Payment

Account, then the Trustee shall execute the assignment of such Mortgage Loan

delivered to it by the Servicer at the request of the Servicer, without recourse

to or representation or warranty by the Trustee, to the Servicer, which shall

succeed to all the Trustee's right, title and interest in and to such Mortgage

Loan, and all security and documents relative thereto. Such assignment shall be

an assignment outright and not for security. The Servicer shall thereupon own

such Mortgage, and all such security and documents, free of any further

obligation to the Trustee or the Certificateholders with respect thereto.

Section 3.14. Realization Upon Defaulted Mortgage Loans.

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

(a) The Servicer shall foreclose upon or otherwise comparably convert (which may

include an REO Acquisition) the ownership of properties securing such of the

Mortgage Loans as come into and continue in default and as to which no

satisfactory arrangements can be made for collection of delinquent payments

pursuant to Section 3.07. In connection with such foreclosure or other

conversion, the Servicer shall, consistent with Section 3.11, follow such

practices and procedures as it shall deem necessary or advisable, as shall be

normal and usual in its general mortgage servicing activities, as shall meet the

requirements of the Insurer under any Required Insurance Policy, and as shall be

consistent with the provisions of this Agreement. With respect to any REO

Property, the deed or certificate of sale shall be taken in the name of the

Trustee for the benefit of the Certificateholders, or its nominee, on behalf of

the Certificateholders. If the Trustee's name is placed on the title to such REO

Property, it shall be solely as the Trustee hereunder and not in its individual

capacity. The Servicer shall ensure that the title to such REO Property

references this Agreement and the Trustee's capacity thereunder. The Servicer,

however, shall not be required to expend its own funds or incur other

reimbursable charges in connection with any foreclosure, or attempted

foreclosure which is not completed, or towards the restoration of any property

unless it shall determine (i) that such restoration and/or foreclosure will

increase the proceeds of liquidation of the Mortgage Loan to Holders of

Certificates of one or more Classes after reimbursement to itself for such

expenses or charges and (ii) that such expenses or charges will be recoverable

to it through Liquidation Proceeds, Insurance Proceeds, or REO Proceeds

(respecting which it shall have priority for purposes of withdrawals from the

Custodial Account pursuant to Section 3.10, whether or not such expenses and

charges are actually recoverable from related Liquidation Proceeds, Insurance

Proceeds or REO Proceeds). In the event of such a determination by the Servicer

pursuant to this Section 3.14(a), the Servicer shall be entitled to

reimbursement of such amounts pursuant to Section 3.10. If the Servicer has

knowledge that a Mortgaged Property which the Servicer is contemplating

acquiring in foreclosure or by deed in lieu of foreclosure is located within a

one (1) mile radius of any site listed in the Expenditure Plan for the Hazardous

Substance Clean Up Bond Act of 1984 or other site with environmental or

hazardous waste risks known to the Servicer, the Servicer will, prior to

acquiring the Mortgaged Property, consider such risks and only take action in

accordance with its established environmental review procedures.

The Servicer shall, either itself or through an agent selected by the

Servicer, and in accordance with the Fannie Mae guidelines, manage, conserve,

protect and operate each REO Property in the same manner that it manages,

conserves, protects and operates other foreclosed property for its own account,

and in the same manner that similar property in the same locality as the REO

Property is managed. Each disposition of REO Property shall be carried out by

the Servicer at such price and upon such terms and conditions as the Servicer

deems to be in the best interest of the Certificateholders.

Upon the occurrence of a Cash Liquidation or REO Disposition, following

the deposit in the Custodial Account of all Insurance Proceeds, Liquidation

Proceeds and other payments and recoveries referred to in the definition of

"Cash Liquidation" or "REO Disposition," as applicable, upon receipt by the

Trustee of written notification of such deposit signed by a Servicing Officer,

the Trustee or any Custodian, as the case may be, shall release to the Servicer

the related Mortgage File and the Trustee shall execute and deliver such

instruments of transfer or assignment prepared by the Servicer, in each case

without recourse, as shall be necessary to vest in the Servicer or its designee,

<PAGE>

as the case may be, the related Mortgage Loan, and thereafter such Mortgage Loan

shall not be part of the Trust Fund. Notwithstanding the foregoing or any other

provision of this Agreement, in the Servicer's sole discretion with respect to

any defaulted Mortgage Loan or REO Property as to either of the following

provisions, (i) a Cash Liquidation or REO Disposition may be deemed to have

occurred if substantially all amounts expected by the Servicer to be received in

connection with the related defaulted Mortgage Loan or REO Property have been

received, and (ii) for purposes of determining the amount of any Liquidation

Proceeds, Insurance Proceeds, REO Proceeds or any other unscheduled collections

or the amount of any Realized Loss, the Servicer may take into accou

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