POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., | RESIDENTIAL FUNDING CORPORATION, | DEUTSCHE BANK TRUST COMPANY AMERICAS

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 1/19/2005

RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,

Depositor,

RESIDENTIAL FUNDING CORPORATION,

Master Servicer,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of December 1, 2004

Mortgage-Backed Pass-Through Certificates

Series 2004-SL4

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<TABLE>

TABLE OF CONTENTS

<S> <C>

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

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

Accrued Certificate Interest............................................................4

Adjusted Mortgage Rate..................................................................5

Advance.................................................................................5

Affiliate...............................................................................5

Agreement...............................................................................5

Amount Held for Future Distribution.....................................................5

Appraised Value.........................................................................5

Assigned Contracts......................................................................6

Assignment..............................................................................6

Assignment Agreement....................................................................6

Assignment of Proprietary Lease.........................................................6

Available Distribution Amount...........................................................6

Bankruptcy Amount.......................................................................6

Bankruptcy Code.........................................................................7

Bankruptcy Loss.........................................................................7

Book-Entry Certificate..................................................................7

Business Day............................................................................7

Calendar Quarter........................................................................7

Capitalization Reimbursement Amount.....................................................7

Capitalization Reimbursement Shortfall Amount...........................................7

Cash Liquidation........................................................................7

Certificate.............................................................................8

Certificate Account.....................................................................8

Certificate Account Deposit Date........................................................8

Certificateholder or Holder.............................................................8

Certificate Owner.......................................................................8

Certificate Principal Balance...........................................................8

Certificate Register and Certificate Registrar..........................................9

Class...................................................................................9

Class A Certificates....................................................................9

Class A-I Certificates..................................................................9

Class A-II Certificates.................................................................9

Class A-III Certificates................................................................9

Class A-IV Certificates.................................................................9

Class A-V Certificates..................................................................9

Class A-PO Collection Shortfall.........................................................9

Class A-PO Principal Distribution Amount................................................9

Class B Certificates....................................................................9

Class B-1 Certificate...................................................................9

Class B-2 Certificate..................................................................10

Class B-3 Certificate..................................................................10

Class M Certificates...................................................................10

Class M-1 Certificate..................................................................10

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Class M-2 Certificate..................................................................10

Class M-3 Certificate..................................................................10

Class R Certificate....................................................................10

Class R-I Certificate..................................................................10

Class R-II Certificate.................................................................10

Closing Date...........................................................................11

Code...................................................................................11

Commission.............................................................................11

Compensating Interest..................................................................11

Cooperative............................................................................11

Cooperative Apartment..................................................................11

Cooperative Lease......................................................................11

Cooperative Loans......................................................................11

Cooperative Stock......................................................................11

Cooperative Stock Certificate..........................................................11

Corporate Trust Office.................................................................12

Credit Repository......................................................................12

Credit Support Depletion Date..........................................................12

Curtailment............................................................................12

Custodial Account......................................................................12

Custodial Agreement....................................................................12

Custodian..............................................................................12

Cut-off Date...........................................................................12

Cut-off Date Balance...................................................................12

Cut-off Date Principal Balance.........................................................12

Debt Service Reduction.................................................................12

Deficient Valuation....................................................................12

Definitive Certificate.................................................................12

Deleted Mortgage Loan..................................................................13

Delinquent.............................................................................13

Depository.............................................................................13

Depository Participant.................................................................13

Destroyed Mortgage Note................................................................13

Determination Date.....................................................................13

Discount Fraction......................................................................13

Discount Mortgage Loan.................................................................13

Discount Net Mortgage Rate.............................................................13

Disqualified Organization..............................................................14

Distribution Date......................................................................14

Due Date...............................................................................14

Due Period.............................................................................14

Eligible Account.......................................................................14

Eligible Funds.........................................................................15

Eligible Master Servicing Compensation.................................................15

ERISA..................................................................................15

Event of Default.......................................................................15

Excess Bankruptcy Loss.................................................................15

Excess Fraud Loss......................................................................15

Excess Loss............................................................................15

Excess Special Hazard Loss.............................................................15

Extraordinary Losses...................................................................15

<PAGE>

Excess Subordinate Principal Amount....................................................16

Exchange Act...........................................................................16

Extraordinary Events...................................................................16

Fannie Mae.............................................................................17

FASIT..................................................................................17

FDIC...................................................................................17

FHA....................................................................................17

Final Certification....................................................................17

Final Distribution Date................................................................17

Fitch..................................................................................17

Foreclosure Profits....................................................................17

Fraud Losses...........................................................................17

Fraud Loss Amount......................................................................17

Fraud Losses...........................................................................18

Freddie Mac............................................................................18

Group I Cut-off Date Balance...........................................................18

Group II Cut-off Date Balance..........................................................18

Group III Cut-off Date Balance.........................................................18

Group IV Cut-off Date Balance..........................................................18

Group V Cut-off Date Balance...........................................................18

Group I Loan...........................................................................18

Group II Loan..........................................................................18

Group III Loan.........................................................................18

Group IV Loan..........................................................................18

Group V Loan...........................................................................18

Group I Pool Stated Principal Balance..................................................19

Group II Pool Stated Principal Balance.................................................19

Group III Pool Stated Principal Balance................................................19

Group IV Pool Stated Principal Balance.................................................19

Group I Senior Certificates............................................................19

Group II Senior Certificates...........................................................19

Group III Senior Certificates..........................................................19

Group IV Senior Certificates...........................................................19

Group V Senior Certificates............................................................19

Hazardous Materials....................................................................19

Highest Priority.......................................................................19

Independent............................................................................20

Index..................................................................................20

Initial Certificate Principal Balance..................................................20

Initial Notional Amount................................................................20

Initial Subordinate Class Percentage...................................................20

Insurance Proceeds.....................................................................20

Interest Accrual Period................................................................20

Interest Only Certificate..............................................................20

iii

<PAGE>

Interim Certification..................................................................20

Interested Person......................................................................21

Late Collections.......................................................................21

Liquidation Proceeds...................................................................21

Loan Group.............................................................................21

Loan-to-Value Ratio....................................................................21

Lower Priority.........................................................................21

Lowest Priority........................................................................21

Maturity Date..........................................................................21

MERS...................................................................................22

MERS(R) System.........................................................................22

MIN....................................................................................22

Modified Mortgage Loan.................................................................22

Modified Net Mortgage Rate.............................................................22

MOM Loan...............................................................................22

Monthly Payment........................................................................22

Moody's................................................................................22

Mortgage...............................................................................22

Mortgage File..........................................................................22

Mortgage Loan Schedule.................................................................22

Mortgage Loans.........................................................................23

Mortgage Note..........................................................................23

Mortgage Rate..........................................................................24

Mortgaged Property.....................................................................24

Mortgagor..............................................................................24

Net Mortgage Rate......................................................................24

Non-Discount Mortgage Loan.............................................................24

Non-Primary Residence Loans............................................................24

Non-United States Person...............................................................24

Nonrecoverable Advance.................................................................24

Nonsubserviced Mortgage Loan...........................................................25

Notice.................................................................................25

Notional Amount........................................................................25

Officers' Certificate..................................................................25

Opinion of Counsel.....................................................................25

Optional Termination Date..............................................................25

Outstanding Mortgage Loan..............................................................25

Ownership Interest.....................................................................26

Pass-Through Rate......................................................................26

Paying Agent...........................................................................26

Percentage Interest....................................................................26

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Permitted Investments..................................................................27

Permitted Transferee...................................................................28

Person.................................................................................28

Pledged Amount.........................................................................28

Pledged Asset..........................................................................28

Pledged Asset Loan.....................................................................28

Pool Strip Rate........................................................................28

Prepayment Assumption..................................................................28

Prepayment Distribution Percentage.....................................................29

Prepayment Distribution Trigger........................................................30

Prepayment Interest Shortfall..........................................................30

Prepayment Period......................................................................30

Primary Insurance Policy...............................................................30

Principal Prepayment...................................................................30

Principal Prepayment in Full...........................................................30

Program Guide..........................................................................30

Purchase Price.........................................................................31

Qualified Insurer......................................................................31

Qualified Substitute Mortgage Loan.....................................................31

Rating Agency..........................................................................32

Realized Loss..........................................................................32

Record Date............................................................................33

Regular Certificates...................................................................33

Regular Interest.......................................................................33

Relief Act.............................................................................33

Relief Act Shortfalls..................................................................33

REMIC..................................................................................33

REMIC Administrator....................................................................33

REMIC I................................................................................33

REMIC I Accrued Interest...............................................................34

REMIC I Pass-Through Rate..............................................................34

REMIC I Regular Interests..............................................................34

REMIC I Subordinated Balance Ratio.....................................................34

REMIC II...............................................................................35

REMIC Provisions.......................................................................35

REO Acquisition........................................................................35

REO Disposition........................................................................35

REO Imputed Interest...................................................................35

REO Proceeds...........................................................................35

REO Property...........................................................................36

Reportable Modified Mortgage Loan......................................................36

Repurchase Event.......................................................................36

Repurchase Price.......................................................................36

Request for Release....................................................................36

Required Insurance Policy..............................................................36

Residential Funding....................................................................36

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Responsible Officer....................................................................37

Schedule of Discount Fractions.........................................................37

Security Agreement.....................................................................37

Senior Accelerated Distribution Percentage.............................................37

Senior Certificates....................................................................38

Senior Percentage......................................................................38

Senior Principal Distribution Amount...................................................38

Servicing Accounts.....................................................................39

Servicing Advances.....................................................................39

Servicing Fee..........................................................................39

Servicing Fee Rate.....................................................................39

Servicing Modification.................................................................39

Servicing Officer......................................................................39

Special Hazard Amount..................................................................39

Special Hazard Loss....................................................................40

Standard & Poor's......................................................................40

Startup Date...........................................................................40

Stated Principal Balance...............................................................40

Subclass...............................................................................41

Subordination..........................................................................41

Subordinate Certificate................................................................41

Subordinate Class Percentage...........................................................41

Subordinate Percentage.................................................................41

Subordinate Principal Distribution Amount..............................................41

Subsequent Recoveries..................................................................42

Subserviced Mortgage Loan..............................................................42

Subservicer............................................................................42

Subservicer Advance....................................................................42

Subservicing Account...................................................................42

Subservicing Agreement.................................................................42

Subservicing Fee.......................................................................43

Subservicing Fee Rate..................................................................43

Tax Returns............................................................................43

Transfer...............................................................................43

Transferee.............................................................................43

Transferor.............................................................................43

Trust Fund.............................................................................43

Uniform Single Attestation Program for Mortgage Bankers................................43

Uncertificated Accrued Interest........................................................43

Uncertificated Class A-IO REMIC II Regular Interests...................................44

Uncertificated Notional Amount.........................................................44

Uncertificated Pass-Through Rate.......................................................44

Uncertificated Principal Balance.......................................................44

Uncertificated REMIC Regular Interest Distribution Amount..............................44

Uncertificated REMIC Regular Interests.................................................44

Uninsured Cause........................................................................44

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United States Person...................................................................44

VA.....................................................................................45

Voting Rights..........................................................................45

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES..................46

Section 2.01 Conveyance of Mortgage Loans............................................46

Section 2.02 Acceptance by Trustee...................................................51

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

Depositor. .........................................................53

Section 2.04 Representations and Warranties of Residential Funding...................55

Section 2.05 Execution and Authentication of Certificates; Conveyance of

Uncertificated REMIC Regular Interests..............................57

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS..................................59

Section 3.01 Master Servicer to Act as Servicer......................................59

Section 3.02 Subservicing Agreements Between Master Servicer and Subservicers;

Enforcement of Subservicers' Obligations............................60

Section 3.03 Successor Subservicers..................................................62

Section 3.04 Liability of the Master Servicer........................................62

Section 3.05 No Contractual Relationship Between Subservicer and Trustee or

Certificateholders..................................................62

Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee.........63

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

Account. ...........................................................63

Section 3.08 Subservicing Accounts; Servicing Accounts...............................66

Section 3.09 Access to Certain Documentation and Information Regarding the Mortgage

Loans. .............................................................67

Section 3.10 Permitted Withdrawals from the Custodial Account........................68

Section 3.11 Maintenance of Primary Insurance Coverage...............................69

Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity Coverage.......70

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

Agreements; Certain Assignments.....................................72

Section 3.14 Realization Upon Defaulted Mortgage Loans...............................74

Section 3.15 Trustee to Cooperate; Release of Mortgage Files.........................77

Section 3.16 Servicing and Other Compensation; Eligible Master Servicing Compensation.78

Section 3.17 Reports to the Trustee and the Depositor................................79

Section 3.18 Annual Statement as to Compliance.......................................79

Section 3.19 Annual Independent Public Accountants' Servicing Report.................80

Section 3.20 Right of the Depositor in Respect of the Master Servicer................81

Section 3.21 Advance Facility........................................................81

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS...................................................86

Section 4.01 Certificate Account.....................................................86

Section 4.02 Distributions...........................................................86

vii

<PAGE>

Section 4.03 Statements to Certificateholders; Statements to Rating Agencies; Exchange

Act Reporting. .....................................................95

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

Master Servicer. ..................................................98

Section 4.05 Allocation of Realized Losses..........................................100

Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property..........101

Section 4.07 Optional Purchase of Defaulted Mortgage Loans..........................101

ARTICLE V THE CERTIFICATES.................................................................103

Section 5.01 The Certificates.......................................................103

Section 5.02 Registration of Transfer and Exchange of Certificates..................106

Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates......................111

Section 5.04 Persons Deemed Owners..................................................112

Section 5.05 Appointment of Paying Agent............................................112

ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER...........................................113

Section 6.01 Respective Liabilities of the Depositor and the Master Servicer........113

Section 6.02 Merger or Consolidation of the Depositor or the Master Servicer;

Assignment of Rights and Delegation of Duties by Master Servicer........................113

Section 6.03 Limitation on Liability of the Depositor, the Master Servicer and Others.114

Section 6.04 Depositor and Master Servicer Not to Resign............................115

ARTICLE VII DEFAULT........................................................................116

Section 7.01 Events of Default......................................................116

Section 7.02 Trustee or Depositor to Act; Appointment of Successor..................118

Section 7.03 Notification to Certificateholders.....................................119

Section 7.04 Waiver of Events of Default............................................119

ARTICLE VIII CONCERNING THE TRUSTEE........................................................120

Section 8.01 Duties of Trustee......................................................120

Section 8.02 Certain Matters Affecting the Trustee..................................121

Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans..................123

Section 8.04 Trustee May Own Certificates...........................................123

Section 8.05 Master Servicer to Pay Trustee's Fees and Expenses; Indemnification....123

Section 8.06 Eligibility Requirements for Trustee...................................124

Section 8.07 Resignation and Removal of the Trustee.................................125

Section 8.08 Successor Trustee......................................................126

Section 8.09 Merger or Consolidation of Trustee.....................................126

Section 8.10 Appointment of Co-Trustee or Separate Trustee..........................127

Section 8.11 Appointment of Custodians..............................................128

ARTICLE IX TERMINATION.....................................................................129

Section 9.01 Termination Upon Purchase by Residential Funding or Liquidation of All

Mortgage Loans. 129

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

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

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

Section 10.02 Master Servicer, REMIC Administrator and Trustee Indemnification.......136

Section 10.03 Distributions on the REMIC I Regular Interests.........................137

Section 10.04 Distributions on the Uncertificated REMIC Regular Interests............138

ARTICLE XI MISCELLANEOUS PROVISIONS........................................................139

Section 11.01 Amendment..............................................................139

Section 11.02 Recordation of Agreement; Counterparts.................................141

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Section 11.03 Limitation on Rights of Certificateholders.............................142

Section 11.04 Governing Law..........................................................143

Section 11.05 Notices................................................................143

Section 11.06 Notices to Rating Agencies.............................................143

Section 11.07 Severability of Provisions.............................................144

Section 11.08 Supplemental Provisions for Resecuritization...........................144

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 Form of Custodial Agreement

Exhibit F-1 Group I Loan Schedule

Exhibit F-2 Group II Loan Schedule

Exhibit F-3 Group III Loan Schedule

Exhibit F-4 Group IV Loan Schedule

Exhibit F-5 Group V Loan Schedule

Exhibit G Forms of Request for Release

Exhibit H-1 Form of Transfer Affidavit and Agreement

Exhibit H-2 Form of Transferor Certificate

Exhibit I Form of Investor Representation Letter

Exhibit J Form of Transferor Representation Letter

Exhibit K Text of Amendment to Pooling and Servicing Agreement Pursuant to Section

11.01(e) for a Limited Guaranty

Exhibit L Form of Limited Guaranty

Exhibit M Form of Lender Certification for Assignment of Mortgage Loan

Exhibit N Form of Rule 144A Investment Representation

Exhibit O [Reserved]

Exhibit P Schedule of Discount Fractions

Exhibit Q Form of Request for Exchange

Exhibit R-1: Form of Form 10-K Certification

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

Exhibit S: Information to be Provided by the Master Servicer to the Rating Agencies

Relating to Reportable Modified Mortgage Loans

</TABLE>

<PAGE>

This Pooling and Servicing Agreement, effective as of December 1, 2004,

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

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

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

assigns, the "Master Servicer"), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a

California Banking Corporation, as trustee (together with its permitted

successors and assigns, the "Trustee").

PRELIMINARY STATEMENT:

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

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

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

the Mortgage Loans (as defined herein).

REMIC I

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

treat the segregated pool of assets consisting of the Group I Loans, Group II

Loans, Group III Loans Group IV Loans and Group V 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." The Class R-I Certificates will

represent the sole class of "residual interests" in REMIC I for purposes of the

REMIC Provisions (as defined herein) under federal income tax law. The following

table irrevocably sets forth the designation, remittance rate (the "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 date set forth below. None of the REMIC I Regular Interests will be

certificated.

<TABLE>

UNCERTIFICATED REMIC I LATEST POSSIBLE

DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE

I-SUB

-------------------- (1) $103.22 January 25, 2035

I- ZZZ (1) $44,870,142.69 January 25, 2035

II-SUB 6.00% $55.40 January 25, 2035

II-ZZZ 6.00% $24,081,579.81 January 25, 2035

III-SUB 6.50% $148.09 January 25, 2035

III-ZZZ 6.50% $64,373,736.82 January 25, 2035

IV-SUB 7.00% $92.19 January 25, 2035

IV-ZZZ 7.00% $40,058,808.83 January 25, 2035

V-SUB 7.50% $76.12 January 25, 2035

V-ZZZ 7.50% $33,091,109.90 January 25, 2035

A-PO 0.00% $4,386.94 January 25, 2035

REMIC I IO Regular

Interests (1) (2) January 25, 2035

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

(1) Calculated as provided in the definition of REMIC I Pass-Through Rate. (2)

The REMIC I IO Regular Interests will not have an Uncertificated Principal

Balance.

</TABLE>

<PAGE>

REMIC II

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

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

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

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

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

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

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

certain features, Maturity Date and initial ratings for each Class of

Certificates comprising the interests representing "regular interests" in REMIC

II and the Class R Certificates. 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 date set forth below.

<TABLE>

RAAGGREGATE

INITIAL

CERTIFICATE

PRINCIPAL INITIAL

DESIGNATION TYPE PASS-THROUGH- BALANCE FEATURES MATURITY DATE RATINGS(7)

S&P FITCH

Class A-I Senior Variable $43,838,000.00 Senior May 25, 2018 AAA AAA

Rate(1)

Class A-II Senior 6.00% $23,527,600.00 Senior July 25, 2032 AAA AAA

Class A-III Senior 6.50% $62,893,000.00 Senior July 25, 2032 AAA AAA

Class A-IV Senior 7.00% $39,137,000.00 Senior July 25, 2032 AAA AAA

Class A-V Senior 7.50% $32,330,000.00 Senior July 25, 2032 AAA AAA

Class A-PO Senior 0.00% $ 4,386.94 Senior/Prin. July 25, 2032 AAA AAA

Only

Class A-IO Senior 7.00% $ 0.00 Senior/Int. July 25, 2032 AAA AAA

Only/Variable

Strip

Class M-1 Mezzanine Variable $2,065,900.00 Mezzanine July 25, 2032 AA N/R

Rate(1)

Class M-2 Mezzanine Variable $1,858,300.00 Mezzanine July 25, 2032 A N/R

Rate(1)

Class M-3 Mezzanine Variable $ 309,700.00 Mezzanine July 25, 2032 BBB N/R

Rate(1)

Class B-1 Subordinate Variable $ 103,200.00 Subordinate July 25, 2032 BB N/R

Rate(1)

Class B-2 Subordinate Variable $ 103,200.00 Subordinate July 25, 2032 B N/R

Rate(1)

Class B-3 Subordinate Variable $ 309,903.07 Subordinate July 25, 2032 N/R N/R

Rate(1)

Class R-I Residual 6.00% $ 50.00 Residual July 25, 2032 AAA AAA

Class R-II Residual 6.00% $ 50.00 Residual July 25, 2032 AAA AAA

</TABLE>

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

(1) Calculated in accordance with the definition of "Pass-Through Rate" herein.

The Group I Loans have an aggregate Cut-off Date Principal Balance equal

to $44,870,245.91. The Group I Loans are fixed-rate, fully amortizing, first

lien mortgage loans having terms to maturity at origination or modification of

generally not more than 15 years. The Group II Loans have an aggregate Cut-off

Date Principal Balance equal to $24,086,072.15. The Group II Loans are

fixed-rate, fully amortizing, first lien mortgage loans having terms to maturity

at origination or modification of generally not more than 30 years. The Group

III Loans have an aggregate Cut-off Date Principal Balance equal to

$64,373,884.91. The Group III Loans are fixed-rate, fully amortizing, first lien

<PAGE>

mortgage loans having terms to maturity at origination or modification of

generally not more than 30 years. The Group IV Loans have an aggregate Cut-off

Date Principal Balance equal to $40,058,901.02. The Group IV Loans are

fixed-rate, fully amortizing, first lien mortgage loans having terms to maturity

at origination or modification of generally not more than 30 years. The Group V

Loans have an aggregate Cut-off Date Principal Balance equal to $33,091,186.02.

The Group V Loans are fixed-rate, fully amortizing, first lien mortgage loans

having terms to maturity at origination or modification of generally not more

than 30 years. The Mortgage Loans have an aggregate Cut-off Date Principal

Balance equal to $206,480,290.01.

In consideration of the mutual agreements herein contained, the

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

<PAGE>

ARTICLE I

DEFINITIONS

Section 1.01 Definitions.

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

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

Article.

Accrued Certificate Interest: With respect to each Distribution Date, as

to any Class of Certificates (other than the Principal Only Certificates), an

amount equal to interest accrued during the related Interest Accrual Period at

the related Pass-Through Rate on the Certificate Principal Balance or Notional

Amount thereof immediately prior to such Distribution Date. Accrued Certificate

Interest will be calculated on the basis of a 360-day year, consisting of twelve

30-day months. In each case Accrued Certificate Interest on any Class of

Certificates will be reduced by interest shortfalls from the Mortgage Loans in

the related Loan Group, if any, allocated to such Class of Certificates for such

Distribution Date, to the extent not covered with respect to the Senior

Certificates by the Subordination provided by the Class B Certificates and Class

M Certificates and, with respect to each Class of Subordinate Certificates to

the extent not covered by the Subordination provided by each Subordinate

Certificate with a Lower Priority, including in each case:

(i) Prepayment Interest Shortfalls on the Mortgage Loans in the

related Loan Group (to the extent not offset by the Master

Servicer with a payment of Compensating Interest as provided in

Section 4.01), allocated among the Certificates on a pro rata

basis,

(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 Losses from the related Loan Group)

not allocated solely to one or more specific Classes of

Certificates pursuant to Section 4.05,

(iii) the interest portion of Advances that were (A) previously made

with respect to a Mortgage Loan or REO Property on the Mortgage

Loans in the related Loan Group, which remained unreimbursed

following the Cash Liquidation or REO Disposition of such

Mortgage Loan or REO Property or (B) made with respect to

delinquencies that were ultimately determined to be Excess Losses

from the related Loan Group, and

(iv) any other interest shortfalls not covered by the subordination

provided by the Class M Certificates and Class B Certificates,

including interest that is not collectible from the Mortgagor

pursuant to the Relief Act or similar legislation or regulations

as in effect from time to time,

<PAGE>

with all such reductions allocated among all of the related Certificates in

proportion to their respective amounts of Accrued Certificate Interest payable

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

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

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

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.

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

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

rate at which the related Subservicing Fee accrues.

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

Servicer, pursuant to Section 4.04.

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

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

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

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

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

"controlled" have meanings correlative to the foregoing.

Agreement: This Pooling and Servicing Agreement and all amendments hereof

and supplements hereto.

Amount Held for Future Distribution: As to any Distribution Date, the

total of the amounts held in the Custodial Account at the close of business on

the preceding Determination Date on account of (i) Liquidation Proceeds,

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

Mortgage Loan purchases made pursuant to Section 2.02, 2.03, 2.04 or 4.07 and

Mortgage Loan substitutions made pursuant to Section 2.03 or 2.04 received or

made in the month of such Distribution Date (other than such Liquidation

Proceeds, Subsequent Recoveries, REO Proceeds, Insurance Proceeds and purchases

of Mortgage Loans that the Master Servicer has deemed to have been received in

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

represent early receipt of scheduled payments of principal and interest due on a

date or dates subsequent to the Due Date in the related Due Period.

Appraised Value: As to any Mortgaged Property, one of the following: (i)

the lesser of (a) the appraised value of such Mortgaged Property based upon the

appraisal made at the time of the origination of the related Mortgage Loan, and

(b) the sales price of the Mortgaged Property at such time of origination or

(ii) in the case of a Mortgaged Property securing a refinanced or modified

Mortgage Loan, one of (1) the appraised value based upon the appraisal made at

the time of origination of the loan which was refinanced or modified, (2) the

appraised value determined in an appraisal made at the time of refinancing or

modification or (3) the sales price of the Mortgaged Property.

<PAGE>

Assigned Contracts: With respect to any Pledged Asset Loan: the Credit

Support Pledge Agreement; the Funding and Pledge Agreement, among GMAC Mortgage

Corporation, National Financial Services Corporation and the Mortgagor or other

person pledging the related Pledged Assets; or the Additional Collateral

Agreement, between GMAC Mortgage Corporation and the Mortgagor or other person

pledging the related Pledged Assets.

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 Agreement: The Assignment and Assumption Agreement, dated the

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

transfer and assignment of the Mortgage Loans.

Assignment of Proprietary Lease: With respect to a Cooperative Loan, the

assignment of the related Cooperative Lease from the Mortgagor to the originator

of the Cooperative Loan.

Available Distribution Amount: As to any Distribution Date and each Loan

Group, an amount equal to (a) the sum of (i) the amount relating to the related

Mortgage Loans on deposit in the Custodial Account as of the close of business

on the immediately preceding Determination Date and amounts deposited in the

Custodial Account in connection with the substitution of Qualified Substitute

Mortgage Loans that are related Mortgage Loans, (ii) the amount of any Advance

made on the immediately preceding Certificate Account Deposit Date with respect

to the related Mortgage Loans, (iii) any amount deposited in the Certificate

Account on the related Certificate Account Deposit Date pursuant to Section

3.12(a) in respect of the related Mortgage Loans, (iv) any amount that the

Master Servicer is not permitted to withdraw from the Custodial Account pursuant

to Section 3.16(e) in respect of the related Mortgage Loans, (v) any amount

deposited in the Certificate Account pursuant to Section 4.07 or 9.01 in respect

of the related Mortgage Loans and (vi) the proceeds of any Pledged Assets

received by the Master Servicer, reduced by (b) the sum as of the close of

business on the immediately preceding Determination Date of (x) the Amount Held

for Future Distribution with respect to the related Mortgage Loans and (y)

amounts permitted to be withdrawn by the Master Servicer from the Custodial

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

inclusive, of Section 3.10(a).

Bankruptcy Amount: As of any date of determination, an amount equal to

$100,000, less the sum of any amounts allocated through Section 4.05 for

Bankruptcy Losses on the Mortgage Loans up to such date of determination. The

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

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

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

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

<PAGE>

to the Class A, Class M and Class B 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 Master Servicer has notified the Trustee in writing

that the Master 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 Master 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 States of New York, Minnesota,

Illinois, Texas or Michigan (and such other state or states in which the

Custodial Account or the Certificate Account are at the time located) are

required or authorized by law or executive order to be closed.

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

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

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

Capitalization Reimbursement Amount: As to any Distribution Date, the

amount of Advances or Servicing Advances that were added to the Stated Principal

Balance of the related Mortgage Loans during the prior calendar month and

reimbursed to the Master Servicer or Subservicer on or prior to such

Distribution Date pursuant to Section 3.10(a)(vii), plus the Capitalization

Reimbursement Shortfall Amount remaining unreimbursed from any prior

Distribution Date and reimbursed to the Master Servicer or Subservicer on or

prior to such Distribution Date.

Capitalization Reimbursement Shortfall Amount: As to any Distribution

Date, the amount, if any, by which the amount of Advances or Servicing Advances

that were added to the Stated Principal Balance of the Mortgage Loans during the

preceding calendar month exceeds the amount of principal payments on the

Mortgage Loans included in the Available Distribution Amount for that

Distribution Date.

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

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

Master Servicer that it has received all Insurance Proceeds, Liquidation

Proceeds and other payments or cash recoveries which the Master Servicer

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

such Mortgage Loan.

<PAGE>

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

Certificate or Class R Certificate.

Certificate Account: The account or accounts created and maintained

pursuant to Section 4.01, which shall be entitled "Deutsche Bank Trust Company

Americas, as trustee, in trust for the registered holders of Residential Asset

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

2004-SL4" and which must be an Eligible Account.

Certificate Account Deposit Date: As to any Distribution Date, the

Business Day prior thereto.

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

registered in the Certificate Register, except that neither a Disqualified

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

Certificate for any purpose hereof. Solely for the purpose of giving any consent

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

Certificate, registered in the name of the Depositor, the Master Servicer or any

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

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

into account in determining whether the requisite amount of Percentage Interests

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

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

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

rights through the Depository and participating members thereof, except as

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

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

whose name a Certificate is registered in the Certificate Register.

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

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

indirect participating brokerage firm for which a Depository Participant acts as

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

and otherwise on the books of the Depository.

Certificate Principal Balance: With respect to each Certificate (other

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

equal to:

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

specified on the face thereof, plus

(ii) any Subsequent Recoveries added to the Certificate Principal

Balance of such Certificate pursuant to Section 4.02, minus

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

distributed with respect to such Certificate (or any predecessor

Certificate) and applied to reduce the Certificate Principal

Balance thereof pursuant to Section 4.02(a) and (y) the aggregate

of all reductions in Certificate Principal Balance deemed to have

occurred in connection with Realized Losses which were previously

allocated to such Certificate (or any predecessor Certificate)

pursuant to Section 4.05;

<PAGE>

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

Certificates with the Lowest Priority at any given time shall be further reduced

by an amount equal to the Percentage Interest evidenced by such Certificate

multiplied by the excess, if any, of (A) the then aggregate Certificate

Principal Balance of all Classes of Certificates then outstanding over (B) the

then aggregate Stated Principal Balance of the Mortgage Loans.

Certificate Register and Certificate Registrar: The register maintained

and the registrar appointed pursuant to Section 5.02.

Class: Collectively, all of the Certificates or uncertificated interests

bearing the same designation.

Class A Certificates: Any one of the Class A-I, Class A-II, Class A-III,

Class A-IV, Class A-V, Class A-IO or Class A-PO Certificates executed by the

Trustee and authenticated by the Certificate Registrar substantially in the form

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

Certificates with respect to distributions and the allocation of Realized Losses

in respect of the Mortgage Loans as set forth in Section 4.05, and representing

ownership of an interest designated as a "regular interest" in REMIC II for

purposes of the REMIC Provisions.

Class A-I Certificates: Any one of the Class A-I Certificates.

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

Class A-II Certificates: Any one of the Class A-II Certificates.

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

Class A-III Certificates: Any one of the Class A-III Certificates.

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

Class A-IV Certificates: Any one of the Class A-IV Certificates.

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

Class A-V Certificates: Any one of the Class A-V Certificates

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

Class A-PO Collection Shortfall: With respect to the Cash Liquidation or

REO Disposition of a Discount Mortgage Loan in Loan Group II and any

Distribution Date, the excess of the amount described in Section

4.02(b)(i)(C)(1) in respect of the Class A-PO Certificates over the amount

described in Section 4.02(b)(i)(C)(2) in respect of the Class A-PO Certificates.

Class A-PO Principal Distribution Amount: As defined in Section 4.02(b)(i).

Class B Certificates: Any one of the Class B-1, Class B-2 or 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, senior to the Class B-2 and Class B-3

Certificates with respect to distributions and the allocation of Realized Losses

in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an

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

REMIC Provisions.

<PAGE>

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, senior to the Class B-3 Certificates with

respect to distributions and the allocation of Realized Losses in respect of the

Mortgage Loans as set forth in Section 4.05, and evidencing 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, and evidencing an interest designated as a

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

Class M Certificates: Any one of the Class M-1, Class M-2 or 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, senior to the Class M-2, Class M-3 and Class B

Certificates with respect to distributions and the allocation of Realized Losses

in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an

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

REMIC Provisions.

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, senior to the Class M-3 and Class B

Certificates with respect to distributions and the allocation of Realized Losses

in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing 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, senior to the Class B Certificates with

respect to distributions and the allocation of Realized Losses in respect of the

Mortgage Loans as set forth in Section 4.05, and evidencing an interest

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

Provisions.

Class R Certificate: Any one of the Class R-I Certificates or Class R-II

Certificates.

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

the Trustee and authenticated by the Certificate Registrar substantially in the

form annexed hereto as Exhibit D and evidencing an interest designated as a

"residual interest" in REMIC I for purposes of the REMIC Provisions.

Class R-II Certificate: Any one of the Class R-II Certificates executed

by the Trustee and authenticated by the Certificate Registrar substantially in

the form annexed hereto as Exhibit D and evidencing an interest designated as a

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

<PAGE>

Closing Date: January 4, 2005.

Code: The Internal Revenue Code of 1986.

Commission: The Securities and Exchange Commission.

----------

Compensating Interest: As determined with respect to each Loan Group,

with respect to any Distribution Date, an amount equal to Prepayment Interest

Shortfalls resulting from Principal Prepayments in Full during the related

Prepayment Period and Curtailments during the prior calendar month and included

in the related Available Distribution Amount for such Distribution Date, but not

more than the lesser of (a) one-twelfth of 0.125% of the Stated Principal

Balance of the Mortgage Loans in the related Loan Group immediately preceding

such Distribution Date and (b) the sum of the Servicing Fee and all income and

gain on amounts held in the Custodial Account and the Certificate Account and

payable to the Certificateholders with respect to such Distribution Date;

provided that for purposes of this definition the amount of the Servicing Fee

will not be reduced pursuant to Section 7.02 except as may be required pursuant

to the last sentence of Section 7.02(a).

Cooperative: A private, cooperative housing corporation which owns or

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

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

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

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

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

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

agreement.

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

lease or occupancy agreement with respect to the Cooperative Apartment occupied

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

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

occupy such apartment.

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

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

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

assignment of the Cooperative Lease, (iv) financing statements and (v) a stock

power (or other similar instrument), and ancillary thereto, a recognition

agreement between the Cooperative and the originator of the Cooperative Loan,

each of which was transferred and assigned to the Trustee pursuant to Section

2.01 and are from time to time held as part of the Trust Fund.

Cooperative Stock: With respect to a Cooperative Loan, the single

outstanding class of stock, partnership interest or other ownership instrument

in the related Cooperative.

Cooperative Stock Certificate: With respect to a Cooperative Loan, the

stock certificate or other instrument evidencing the related Cooperative Stock.

<PAGE>

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 1761 East St. Andrew Place, Santa Ana, California

92705-4934, Attention: RAMP, Series 2004-SL4.

Credit Repository: Equifax, Transunion and Experian, or their successors in

interest.

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 in the name of a depository institution, as

custodian for the holders of the Certificates, for the holders of certain other

interests in mortgage loans serviced or sold by the Master Servicer and for the

Master Servicer, into which the amounts set forth in Section 3.07 shall be

deposited directly. Any such account or accounts shall be an Eligible Account.

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

Depositor, the Master Servicer, the Trustee and a Custodian in substantially the

form of Exhibit E hereto.

Custodian: A custodian appointed pursuant to a Custodial Agreement.

---------

Cut-off Date: December 1, 2004.

Cut-off Date Balance: The Group I Cut-off Date Balance, Group II Cut-off

Date Balance, Group III Cut-off Date Balance, Group IV Cut-off Date Balance or

Group V Cut-off Date Balance, as the case may be.

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 (or due during the month of

December 2004), 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 definitive, fully registered 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 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 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 August 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(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

Exchange Act.

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.

Destroyed Mortgage Note: A Mortgage Note the original of which was

permanently lost or destroyed and has not been replaced.

Determination Date: With respect to any Distribution Date, the second

Business Day prior to such Distribution Date.

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

fraction expressed as a percentage, the numerator of which is the related

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

Mortgage Rate with respect to any Discount Mortgage Loans as to which the

Mortgage Rate is modified pursuant to 3.07(a)) for such Mortgage Loan and the

denominator of which is the related Discount Net Mortgage Rate. The Discount

Fraction with respect to each Discount Mortgage Loan is set forth as Exhibit P

hereto.

Discount Mortgage Loan: Any Group II Loan having a Net Mortgage Rate (or

the initial Net Mortgage Rate) of less than the related Discount Net Mortgage

Rate per annum and any Group II Loan deemed to be a Discount Mortgage Loan

pursuant to the definition of Qualified Substitute Mortgage Loan.

Discount Net Mortgage Rate: With respect to Loan Group II, 6.00% per annum.

<PAGE>

Disqualified Organization: Any organization defined as a "disqualified

organization" under Section 860E(e)(5) of the Code, which includes 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) and (iv) rural electric and

telephone cooperatives described in Section 1381(a)(2)(C) of the Code. A

Disqualified Organization also includes any "electing large partnership," as

defined in Section 775(a) of the Code and 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 any REMIC or any

Person having an Ownership Interest in any Class of Certificates (other than

such Person) to incur a liability for any federal tax imposed under the Code

that would not otherwise be imposed but for the Transfer of an Ownership

Interest in a Class R Certificate to such Person. The terms "United States",

"State" and "international organization" shall have the meanings set forth in

Section 7701 of the Code or successor provisions.

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

the initial issuance of the Certificates or, if such 25th day is not a Business

Day, the Business Day immediately following such 25th day.

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

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

Due Period: With respect to any Distribution Date, the calendar month of

such Distribution Date.

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

maintained with a depository institution the debt obligations of which have been

rated by each Rating Agency in its highest rating available, or (ii) an account

or accounts in a depository institution in which such accounts are fully insured

to the limits established by the FDIC, provided that any deposits not so insured

shall, to the extent acceptable to each Rating Agency, as evidenced in writing,

be maintained such that (as evidenced by an Opinion of Counsel delivered to the

Trustee and each Rating Agency) the registered Holders of Certificates have a

claim with respect to the funds in such account or a perfected first security

interest against any collateral (which shall be limited to Permitted

Investments) securing such funds that is superior to claims of any other

depositors or creditors of the depository institution with which such account is

maintained, or (iii) in the case of the Custodial Account, either (A) a trust

account or accounts maintained in the corporate trust department of JPMorgan

Chase Bank, or (B) an account or accounts maintained in the corporate asset

services department of Bank One, National Association as long as its short term

debt obligations are rated P-1 (or the equivalent) or better by each Rating

Agency, and its long term debt obligations are rated A2 (or the equivalent) or

better, by each Rating Agency, or (iv) in the case of the Certificate Account, a

<PAGE>

trust account or accounts maintained in the corporate trust division of Deutsche

Bank Trust Company Americas, or (v) 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

Certificate 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: With respect to Loan Group II, on any Distribution Date,

the portion, if any, of the related Available Distribution Amount remaining

after reduction by the sum of (i) the aggregate amount of Accrued Certificate

Interest on the Group II Senior Certificates, (ii) the Group II Senior Principal

Distribution Amount (determined without regard to Section 4.02(a)(ii)(Y)(D)

hereof) and (iii) the aggregate amount of Accrued Certificate Interest on the

Class M, Class B-1 and Class B-2 Certificates payable from the related Available

Distribution Amount.

Eligible Master Servicing Compensation: With respect to any Distribution

Date, an amount equal to Prepayment Interest Shortfalls resulting from Principal

Prepayments in Full or Curtailments during the related Prepayment Period, but

not more than the lesser of (a) one-twelfth of 0.125% of the Stated Principal

Balance of the Mortgage Loans immediately preceding such Distribution Date and

(b) the sum of the Servicing Fee, all income and gain on amounts held in the

Custodial Account and the Certificate Account and amounts payable to the

Certificateholders with respect to such Distribution Date and servicing

compensation to which the Master Servicer may be entitled pursuant to Section

3.10(a)(v) and (vi), in each case with respect to the related Loan Group;

provided that for purposes of this definition the amount of the Servicing Fee

will not be reduced pursuant to Section 7.02 except as may be required pursuant

to the last sentence of Section 7.02(a).

ERISA: The Employee Retirement Income Security Act of 1974, as amended.

-----

Event of Default: As defined in Section 7.01.

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

Excess Bankruptcy Loss: Any Bankruptcy Loss on the Mortgage Loans, or

portion thereof, which exceeds the then-applicable Bankruptcy Amount.

Excess Fraud Loss: Any Fraud Loss on the Mortgage Loans, or portion

thereof, which exceeds the then-applicable Fraud Loss Amount.

Excess Loss: Any Excess Fraud Loss, Excess Special Hazard Loss, Excess

Bankruptcy Loss or Extraordinary Loss.

Excess Special Hazard Loss: Any Special Hazard Loss on the Mortgage

Loans, or portion thereof, that exceeds the then-applicable Special Hazard

Amount.

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

resulting from an Extraordinary Event.

<PAGE>

Excess Subordinate Principal Amount: With respect to any Distribution

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

Subordinate Certificates then outstanding with the Lowest Priority is to be

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

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

distributable in respect of principal on such Class or Classes of Certificates

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

Certificate Principal Balance of such Class or Classes of Certificates

immediately prior to such Distribution Date over the aggregate amount of

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

Distribution Date as reduced by any amount calculated pursuant to Section

4.02(b)(i)(E).

Exchange Act: The Securities Exchange Act of 1934, as amended.

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";

hindering, combating or defending against an actual, impending or expected

attack;

1. by any government or sovereign power, de jure or

defacto, 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; or

4. any weapon of war employing atomic fission or

radioactive force whether in time of peace or war; or

5. 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.

<PAGE>

Fannie Mae: 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: The Federal Deposit Insurance Corporation or any successor thereto.

FHA: The Federal Housing Administration, or its successor.

Final Certification: As defined in Section 2.02.

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, Inc., or its successor in interest.

Foreclosure Profits: As to any Distribution Date or related

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

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

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

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

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

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

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

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

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

which such Cash Liquidation or REO Disposition occurred.

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

the origination of such Mortgage Loan.

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 1.00% of the aggregate outstanding principal balance of all

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

Losses on the Mortgage Loans allocated through Subordination, in accordance with

Section 4.05 since the Cut-off Date up to such date of determination, (Y) from

the first to, but not including, 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) 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 Fraud Losses on the Mortgage Loans

allocated through Subordination, 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, but not including, the fifth anniversary of the Cut-off

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

<PAGE>

most recent anniversary of the Cut-off Date and (b) 0.50% of the aggregate

outstanding principal balance of all of the Mortgage Loans as of the most recent

anniversary of the Cut-off Date minus (2) the Fraud Losses on the Mortgage Loans

allocated through Subordination, 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 Master Servicer

(including accelerating the manner in which such coverage is reduced) provided

that prior to any such reduction, the Master Servicer shall obtain written

confirmation from each Rating Agency that such reduction shall not reduce the

rating assigned to the Class A, Class M and Class B 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.

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

the origination of such Mortgage Loan.

Freddie Mac: The Federal Home Loan Mortgage Corporation, 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.

Group I Cut-off Date Balance: $44,870,245.91.

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

Group II Cut-off Date Balance: $24,086,072.15.

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

Group III Cut-off Date Balance: $64,373,884.91.

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

Group IV Cut-off Date Balance: $40,058,901.02.

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

Group V Cut-off Date Balance: $33,091,186.02.

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

Group I Loan: The Mortgage Loans designated on the Mortgage Loan Schedule

attached hereto as Exhibit F-1.

Group II Loan: The Mortgage Loans designated on the Mortgage Loan Schedule

attached hereto as Exhibit F-2.

Group III Loan: The Mortgage Loans designated on the Mortgage Loan Schedule

attached hereto as Exhibit F-3.

Group IV Loan: The Mortgage Loans designated on the Mortgage Loan Schedule

attached hereto as Exhibit F-4.

Group V Loan: The Mortgage Loans designated on the Mortgage Loan Schedule

attached hereto as Exhibit F-4.

<PAGE>

Group I Pool Stated Principal Balance: As to any date of determination,

the aggregate of the Stated Principal Balances of each Group I Loan that was an

Outstanding Mortgage Loan on the Due Date immediately preceding the Due Period

preceding such date of determination.

Group II Pool Stated Principal Balance: As to any date of determination,

the aggregate of the Stated Principal Balances of each Group II Loan that was an

Outstanding Mortgage Loan on the Due Date immediately preceding the Due Period

preceding such date of determination.

Group III Pool Stated Principal Balance: As to any date of

determination, the aggregate of the Stated Principal Balances of each Group III

Loan that was an Outstanding Mortgage Loan on the Due Date immediately preceding

the Due Period preceding such date of determination.

Group IV Pool Stated Principal Balance: As to any date of determination,

the aggregate of the Stated Principal Balances of each Group IV Loan that was an

Outstanding Mortgage Loan on the Due Date immediately preceding the Due Period

preceding such date of determination.

Group V Pool Stated Principal Balance: As to any date of determination,

the aggregate of the Stated Principal Balances of each Group V Loan that was an

Outstanding Mortgage Loan on the Due Date immediately preceding the Due Period

preceding such date of determination.

Group I Senior Certificates: Any of the Class A-I Certificates.

Group II Senior Certificates: Any of the Class A-II Certificates, Class R-I

and Class R-II Certificates.

Group III Senior Certificates: Any of the Class A-III Certificates.

Group IV Senior Certificates: Any of the Class A-IV Certificates.

Group V Senior Certificates: Any of the Class A-V Certificates.

Hazardous Materials: Any dangerous, toxic or hazardous pollutants,

chemicals, wastes, or substances, including, without limitation, those so

identified pursuant to the Comprehensive Environmental Response, Compensation

and Liability Act, 42 U.S.C. Section 9601 et seq., or any other environmental

laws now existing, and specifically including, without limitation, asbestos and

asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum

and petroleum products, urea formaldehyde and any substances classified as being

"in inventory", "usable work in progress" or similar classification which would,

if classified unusable, be included in the foregoing definition.

Highest Priority: As of any date of determination and any Loan Group,

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.

<PAGE>

Independent: When used with respect to any specified Person, means such

a Person who (i) is in fact independent of the Depositor, the Master Servicer

and the Trustee, or any Affiliate thereof, (ii) does not have any direct

financial interest or any material indirect financial interest in the Depositor,

the Master Servicer or the Trustee or in an Affiliate thereof, and (iii) is not

connected with the Depositor, the Master Servicer or the Trustee as an officer,

employee, promoter, underwriter, trustee, partner, director or person performing

similar functions.

Index: With respect to any adjustable rate Mortgage Loan and as to any

Adjustment Date therefor, the related index as stated in the related Mortgage

Note.

Initial Certificate Principal Balance: With respect to each Class of

Certificates (other than the Interest Only Certificates and the Class R

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 Notional Amount: With respect to any Class A-IO Certificates or

Subclass thereof issued pursuant to Section 5.01(c), the aggregate Cut-off Date

Principal Balance of the Group II Loans, Group III Loans, Group IV Loans and

Group V Loans corresponding to the Uncertificated Class A-IO REMIC II Regular

Interests represented by such Class or Subclass on such date.

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: 1.00% Class B-1: 0.05%

Class M-2: 0.90% Class B-2: 0.05%

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

Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans

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

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

mortgagee under the Mortgage, any Subservicer, the Master 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 Master

Servicer would follow in servicing mortgage loans held for its own account.

Interest Accrual Period: With respect to any Certificates and any

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

Distribution Date occurs.

Interest Only Certificate: Any of the Class A-IO Certificates.

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

Interim Certification: As defined in Section 2.02.

<PAGE>

Interested Person: As of any date of determination, the Depositor, the

Master Servicer, the Trustee, any Mortgagor, any manager of a Mortgaged

Property, or any Person actually known to a Responsible Officer of the Trustee

to be an Affiliate of any of them.

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 Master 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 Loan through trustee's sale,

foreclosure sale or otherwise, other than REO Proceeds and Subsequent

Recoveries.

Loan Group: With respect to the Class A-I Certificates and REMIC I

Regular Interests I-SUB and I-ZZZ, the Group I Loans; with respect to the Class

A-II Certificates, Class R Certificates and REMIC I Regular Interests II-SUB and

II-ZZZ, the Group II Loans; with respect to the Class A-III Certificates and

REMIC I Regular Interests III-SUB and III-ZZZ, the Group III Loans; with respect

to the Class A-IV Certificates and REMIC I Regular Interests IV-SUB and IV-ZZZ,

the Group IV Loans, with respect to the Class A-V Certificates and REMIC I

Regular Interests V-SUB and V-ZZZ, the Group V Loans; with respect to the Class

A-PO Certificates, the Group II Loans, with respect to the Class A-IO

Certificates, the Group II Loans, Group III Loans, Group IV Loans and Group V

Loans; with respect to the Class M Certificates and Class B Certificates, the

Group I Loans, Group II Loans, Group III Loans, Group IV Loans and Group V

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 of regular

interest or Uncertificated Regular Interest issued by each of REMIC I and REMIC

II, the latest possible maturity date, solely for purposes of Section

1.860G-1(a)(4)(iii) of the Treasury Regulations, by which the Certificate

Principal Balance of each such Class of Certificates representing a regular

interest in the Trust Fund would be reduced to zero, which is the date set forth

in the Preliminary Statement.

<PAGE>

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

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

thereto.

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

electronically maintained by MERS.

MIN: The Mortgage Identification Number for Mortgage Loans registered

with MERS on the MERS(R)System.

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

Servicing Modification.

Modified Net Mortgage Rate: As to any Mortgage Loan that is the subject

of a Servicing Modification, the Net Mortgage Rate, minus the rate per annum by

which the Mortgage Rate on such Mortgage Loan was reduced.

MOM Loan: With respect to any Mortgage Loan, MERS acting as the

mortgagee of such Mortgage Loan, solely as nominee for the originator of such

Mortgage Loan and its successors and assigns, at the origination thereof.

Monthly Payment: With respect to any Mortgage Loan (including any REO

Property) and the Due Date in any Due Period, 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 or junior lien on an estate in fee simple interest

in real property securing a Mortgage Note.

Mortgage File: The mortgage documents listed in Section 2.01 pertaining

to a particular Mortgage Loan and any additional documents required to be added

to the Mortgage File pursuant to this Agreement.

Mortgage Loan Schedule: The lists of the Mortgage Loans attached hereto

as Exhibit F-1, Exhibit F-2, Exhibit F-3 and Exhibit F-4 (as amended from time

to time to reflect the addition of Qualified Substitute Mortgage Loans), which

lists shall set forth at a minimum the following information as to each Mortgage

Loan:

<PAGE>

(i) the Mortgage Loan identifying number ("RFC LOAN #");

(ii) [reserved];

(iii) the maturity of the Mortgage Note ("MATURITY DATE" or "MATURITY

DT");

(iv) the Mortgage Rate as of the Cut-off Date ("ORIG RATE");

(v) the Mortgage Rate as of the Cut-off Date for an adjustable rate

Mortgage Loan ("CURR RATE");

(vi) the Net Mortgage Rate as of the Cut-off Date ("CURR NET");

(vii) the scheduled monthly payment of principal, if any, and interest

as of the Cut-off Date ("ORIGINAL P & I" or "CURRENT P & I" for

the adjustable rate Mortgage Loans);

(viii) the Cut-off Date Principal Balance ("PRINCIPAL BAL");

(ix) the Loan-to-Value Ratio at origination ("LTV");

(x) a code "T", "BT" or "CT" under the column "LN FEATURE,"

indicating that the Mortgage Loan is secured by a second or

vacation residence (the absence of any such code means the

Mortgage Loan is secured by a primary residence); and

(xi) a code "N" under the column "OCCP CODE", indicating that the

Mortgage Loan is secured by a non-owner occupied residence (the

absence of any such code means the Mortgage Loan is secured by an

owner occupied residence).

Such schedules 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 Rate: As to any Mortgage Loan, the interest rate borne by the

related Mortgage Note, or any modification thereto other than a Servicing

Modification. The Mortgage Rate on the adjustable rate Mortgage Loans will

adjust on each Adjustment Date to equal the sum (rounded to the nearest multiple

of one-eighth of one percent (0.125%) or up to the nearest one-eighth of one

percent, which are indicated by a "U" on Exhibit F-1, F-2, F-3 or F-4 hereto.

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: With respect to any Mortgage Loan as of any date of

determination, a per annum rate equal to the Adjusted Mortgage Rate for such

Mortgage Loan as of such date minus the Servicing Fee Rate.

Non-Discount Mortgage Loan: With respect to Loan Group II , a Mortgage

Loan that is not a Discount Mortgage Loan from Loan Group II or any Loan in Loan

Group III, Loan Group IV or Loan Group V.

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 Master Servicer or Subservicer in respect of a Mortgage Loan (other

than a Deleted Mortgage Loan) which, in the good faith judgment of the Master

Servicer, will not, or, in the case of a proposed Advance, would not, be

ultimately recoverable by the Master Servicer from related Late Collections,

Insurance Proceeds, Liquidation Proceeds or REO Proceeds. To the extent that any

Mortgagor is not obligated under the related Mortgage documents to pay or

reimburse any portion of any Advances that are outstanding with respect to the

related Mortgage Loan as a result of a modification of such Mortgage Loan by the

Master Servicer, which forgives unpaid Monthly Payments or other amounts which

the Master Servicer had previously advanced, and the Master Servicer determines

that no other source of payment or reimbursement for such advances is available

to it, such Advances shall be deemed to be nonrecoverable; provided, however,

that in connection with the foregoing, the Master Servicer shall provide an

Officers' Certificate as described below. The determination by the Master

Servicer that it has made a Nonrecoverable Advance shall be evidenced by a

certificate of a Servicing Officer, Responsible Officer or Vice President or its

equivalent or senior officer of the Master Servicer, delivered to the Depositor,

the Trustee and the Master Servicer setting forth such determination, which

shall include any other information or reports obtained by the Master Servicer

such as property operating statements, rent rolls, property inspection reports

and engineering reports, which may support such determinations. Notwithstanding

the above, the Trustee shall be entitled to rely upon any determination by the

Master Servicer that any Advance previously made is a Nonrecoverable Advance or

that any proposed Advance, if made, would constitute a Nonrecoverable Advance.

<PAGE>

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

reference thereto, is not subject to a Subservicing Agreement.

Notice: As defined in Section 4.04.

Notional Amount: As of any Distribution Date, with respect to any Class

A-IO Certificates or Subclass thereof issued pursuant to Section 5.01(d), the

sum of (i) (A) the aggregate Stated Principal Balance of each Group II Loan

having a Net Mortgage Rate greater than 6.00%, multiplied by (B) a fraction, the

numerator of which is the weighted average of the Net Mortgage Rates for all

such Group II Loans minus 6.00%, and the denominator of which is equal to 7.00%,

(ii) (A) the aggregate Stated Principal Balance of each Group III Loan having a

Net Mortgage Rate greater than 6.50%, multiplied by (B) a fraction, the

numerator of which is the weighted average of the Net Mortgage Rates for all

such Group III Loans minus 6.50%, and the denominator of which is equal to

7.00%, (iii) (A) the aggregate Stated Principal Balance of each Group IV Loan

having a Net Mortgage Rate greater than 7.00%, multiplied by (B) a fraction, the

numerator of which is the weighted average of the Net Mortgage Rates for all

such Group IV Loans minus 7.00%, and the denominator of which is equal to 7.00%,

and (iv) (A) the aggregate Stated Principal Balance of each Group V Loan having

a Net Mortgage Rate greater than 7.50%, multiplied by (B) a fraction, the

numerator of which is the weighted average of the Net Mortgage Rates for all

such Group V Loans minus 7.50%, and the denominator of which is equal to 7.00%.

For federal income tax purposes, however, the Notional Amount with respect to

any Class A-IO Certificates or Subclass thereof issued pursuant to Section

5.01(d) shall be the aggregate Stated Principal Balance of the Group II Loans,

Group III Loans, Group IV Loans and Group V Loans corresponding to the

Uncertificated Class A-IO REMIC II Regular Interests represented by such Class

or Subclass as of the day immediately preceding such Distribution Date (or, with

respect to the initial Distribution Date, at the close of business on the

Cut-off Date).

Officers' Certificate: A certificate signed by the Chairman of the

Board, the President, a Vice President, Assistant Vice President, Director,

Managing Director, the Treasurer, the Secretary, an Assistant Treasurer or an

Assistant Secretary of the Depositor or the Master 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 Master Servicer, who may be counsel for the Depositor or the

Master Servicer, provided that any opinion of counsel (i) referred to in the

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

of REMIC I or REMIC II as REMICs or compliance with the REMIC Provisions must,

unless otherwise specified, be an opinion of Independent counsel.

Optional Termination Date: Any Distribution Date on or after which the

Stated Principal Balance (before giving effect to distributions to be made on

such Distribution Date) of the Mortgage Loans is less than 1.00% of the Cut-off

Date Principal Balance.

Outstanding Mortgage Loan: As to the Due Date in any Due Period, a

Mortgage Loan (including an REO Property) that was not the subject of a

Principal Prepayment in Full, Cash Liquidation or REO Disposition and that was

not purchased, deleted or substituted for prior to such Due Date pursuant to

Section 2.02, 2.03, 2.04 or 4.07.

<PAGE>

Ownership Interest: As to any Certificate, any ownership or security

interest in such Certificate, including any interest in such Certificate as the

Holder thereof and any other interest therein, whether direct or indirect, legal

or beneficial, as owner or as pledgee.

Pass-Through Rate: With respect to the Class A-I Certificates, the

weighted average of the Net Mortgage Rates on the Group I Loans. The Initial

Pass-Through Rate for the Class A-I Certificates shall be 6.4358% per annum. For

federal income tax purposes, however, the Class A-I Certificates shall bear

interest at a rate equivalent to the foregoing, expressed as the weighted

average of the REMIC I Pass-Through Rate with respect to REMIC I Regular

Interests I-SUB and I-ZZZ. With respect to the Class A-II (other than Class A-PO

Certificates), Class A-III, Class A-IV, Class A-V, Class A-IO and Class R

Certificates and any Distribution Date, the per annum rates set forth in the

Preliminary Statement hereto. For federal income tax purposes, however, the

Class A-II (other than Class A-PO Certificates), Class A-III, Class A-IV, Class

A-V and Class A-IO Certificates shall bear interest at a rate equivalent to the

foregoing, expressed, in each case, as the weighted average of the REMIC I

Pass-Through Rate with respect to REMIC I Regular Interests II-SUB and II-ZZZ,

the weighted average of the REMIC I Pass-Through Rate with respect to REMIC I

Regular Interests III-SUB and III-ZZZ, the weighted average of the REMIC I

Pass-Through Rate with respect to REMIC I Regular Interests IV-SUB and IV-ZZZ,

the weighted average of the REMIC I Pass-Through Rate with respect to REMIC I

Regular Interests V-SUB and V-ZZZ and the weighted average of the REMIC I

Pass-Through Rate with respect to REMIC I IO Regular Interest, respectively. The

Class A-PO Certificates have no Pass-Through Rate and are not entitled to

Accrued Certificate Interest. With respect to the Class M Certificates and Class

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

Pass-Through Rates of the Class A-I, Class A-II, Class A-III, Class A-IV and

Class A-V Certificates, weighted in proportion to the results of subtracting

from each Loan Group (other than the portion attributable to the Class A-PO

Certificates) (to an amount not less than zero), the aggregate Certificate

Principal Balance of the related Senior Certificates (other than the Class A-PO

Certificates). The initial Pass-Through Rate for the Class M Certificates and

Class B Certificates shall be 6.6850% per annum. For federal income tax

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

interest at a rate equivalent to the foregoing, expressed as the weighted

average of the REMIC I Pass-Through Rates on REMIC I Regular Interests I-SUB,

II-SUB, III-SUB, IV-SUB and V-SUB, weighted on the basis of the Uncertificated

Principal Balance of each such REMIC I Regular Interest as of the beginning of

the related Due Period.

Paying Agent: Deutsche Bank Trust Company Americas or any successor Paying

Agent appointed by the Trustee.

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 thereof or Initial Notional

<PAGE>

Amount (in the case of any Interest Only Certificate) thereof divided by the

aggregate Initial Certificate Principal Balance or the aggregate of the Initial

Notional Amounts, as applicable, 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.

Permitted Investments: One or more of the following:

(i) obligations of or guaranteed as to 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 obligations of the party

agreeing to repurchase such obligations are at the time rated by

each Rating Agency in its highest short-term rating available;

(iii) federal funds, certificates of deposit, demand deposits, time

deposits and bankers' acceptances (which shall each have an

original maturity of not more than 90 days and, in the case of

bankers' acceptances, shall in no event have an original maturity

of more than 365 days or a remaining maturity of more than 30

days) denominated in United States dollars of any U.S. depository

institution or trust company incorporated under the laws of the

United States or any state thereof or of any domestic branch of a

foreign depository institution or trust company; provided that

the 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 original

maturity of such short-term 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 a 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 and demand notes shall have a remaining maturity

of not more than 30 days;

(v) a money market fund or a qualified investment fund rated by each

Rating Agency in its highest long-term rating available; 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;

<PAGE>

provided, however, that 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 debt shall mean AAA in the case of Standard & Poor's and Fitch and Aaa

in the case of Moody's, and references herein to the highest rating available on

unsecured commercial paper and short-term debt obligations shall mean the

following: A-1 in the case of Standard & Poor's, P-1 in the case of Moody's and

F-1 in the case of Fitch.

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

than a Disqualified Organization or Non-United States Person.

Person: Any individual, corporation, limited liability company,

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

unincorporated organization or government or any agency or political subdivision

thereof.

Pledged Amount: With respect to any Pledged Asset Loan, the amount of

money remitted to Combined Collateral LLC, at the direction of or for the

benefit of the related Mortgagor.

Pledged Assets: With respect to any Mortgage Loan, all money,

securities, security entitlements, accounts, general intangibles, instruments,

documents, certificates of deposit, commodities contracts and other investment

property and other property of whatever kind or description pledged by Combined

Collateral LLC as security in respect of any Realized Losses in connection with

such Mortgage Loan up to the Pledged Amount for such Mortgage Loan, and any

related collateral, or such other collateral as may be set forth in the Series

Supplement.

Pledged Asset Loan: Any Mortgage Loan supported by Pledged Assets or

such other collateral, other than the related Mortgaged Property, set forth in

the Series Supplement.

Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate

equal to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b)

6.00% per annum in the case of any Group I Loan, 6.50% per annum in the case of

any Group III Loan, 7.00% per annum in the case of any Group IV Loan and 7.50%

in the case of any Group V Loan (in no case less than 0.00%).

Prepayment Assumption: With respect to the Class A, Class M and Class B

Certificates, the prepayment assumption to be used for determining the accrual

of original issue discount and premium and market discount on such Certificates

for federal income tax purposes, which assumes a constant prepayment rate of 40%

CPR with respect to the Mortgage Loans.

<PAGE>

Prepayment Distribution Percentage: With respect to any Distribution

Date and each Class of Subordinate Certificates, under the applicable

circumstances set forth below, the respective percentages set forth below:

(i) or any Distribution Date for which the related Senior Accelerated

Distribution Percentage is equal to 100%, 0%.

(ii) or any Distribution Date for which clause (i) above does not

apply, and on which any Class of Subordinate Certificates are

outstanding:

(a) in the case of the Class of Subordinate Certificates

then outstanding with the Highest Priority and each other Class

of Subordinate Certificates for which the related Prepayment

Distribution Trigger has been satisfied, a fraction, expressed as

a percentage, the numerator of which is the Certificate Principal

Balance of such Class immediately prior to such date and the

denominator of which is the sum of the Certificate Principal

Balances immediately prior to such date of (1) the Class of

Subordinate Certificates then outstanding with the Highest

Priority and (2) all other Classes of Subordinate Certificates

for which the respective Prepayment Distribution Triggers have

been satisfied; and

(b) in the case of each other Class of Subordinate

Certificates for which the Prepayment Distribution Triggers have

not been satisfied, 0%; and

(iii) Notwithstanding the foregoing, if the application of the

foregoing percentages on any Distribution Date as provided in

Section 4.02 of this Agreement (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 related Maturing Class or Classes pursuant to

clause (a) of this sentence, expressed as an aggregate

percentage, shall be allocated among the related 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 related 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 related 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 related Mortgage Loans (or related REO

Properties) immediately prior to such Distribution Date is greater than or equal

to the sum of the related Initial Subordinate Class Percentages of such Classes

of Subordinate Certificates.

Prepayment Interest Shortfall: As to any Distribution Date and any

Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was

the subject of (a) a Principal Prepayment in Full during the portion of the

related Prepayment Period that falls during the prior calendar month, 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 for such month to the date of

such Principal Prepayment in Full or (b) a Curtailment during the prior calendar

month, an amount equal to one month's interest at the Net Mortgage Rate (or

Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on the

amount of such Curtailment.

Prepayment Period: As to any Distribution Date and Principal Prepayment

in Full, the period commencing on the 16th day of the month prior to the month

prior to the month in which that Distribution Date occurs and ending on the 15th

day of the month in which such Distribution Date occurs.

Primary Insurance Policy: Each primary policy of mortgage guaranty

insurance as indicated on Exhibit F-1, Exhibit F-2, Exhibit F-3 or Exhibit F-4

with the exception of either code "23" or "96" under the column "MI CO CODE".

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 of the entire

principal balance of a Mortgage Loan that is made by the Mortgagor.

Program Guide: The Residential Funding Seller Guide for mortgage

collateral sellers that participate in Residential Funding's standard mortgage

programs, and Residential Funding's Servicing Guide and any other subservicing

arrangements which Residential Funding has arranged to accommodate the servicing

of the Mortgage Loans.

<PAGE>

Purchase Price: With respect to any Mortgage Loan (or REO Property)

required to be or otherwise purchased on any date pursuant to Section 2.02,

2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated

Principal Balance thereof plus the principal portion of any related unreimbursed

Advances and (ii) unpaid accrued interest at the Adjusted 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 Master Servicer) on the Stated Principal Balance

thereof to, but not including, the first day of the month following the month of

purchase from the Due Date to which interest was last paid by the Mortgagor.

Qualified Insurer: A mortgage guaranty insurance company duly qualified

as such under the laws of the state of its principal place of business and each

state having jurisdiction over such insurer in connection with the insurance

policy issued by such insurer, duly authorized and licensed in such states to

transact a mortgage guaranty insurance business in such states and to write the

insurance provided by the insurance policy issued by it, approved as a FNMA- or

FHLMC-approved mortgage insurer or having a claims paying ability rating of at

least "AA" or equivalent rating by a nationally recognized statistical rating

organization. Any replacement insurer with respect to a Mortgage Loan must have

at least as high a claims paying ability rating as the insurer it replaces had

on the Closing Date.

Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by

Residential Funding or the Depositor for a Deleted Mortgage Loan which must, on

the date of such substitution, as confirmed in an Officers' Certificate

delivered to the Trustee, (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 Residential

Funding, 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; and (v) comply with each representation and warranty set forth in

Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement.

Notwithstanding any other provisions herein, (x) with respect to any

Qualified Substitute Mortgage Loan substituted for a Deleted Mortgage Loan which

was a Discount Mortgage Loan, such Qualified Substitute Mortgage Loan shall be

deemed to be a Discount Mortgage Loan and to have a Discount Fraction equal to

the Discount Fraction of the Deleted Mortgage Loan and (y) in the event that the

"Pool Strip Rate" of any Qualified Substitute Mortgage Loan as calculated

pursuant to the definition of "Pool Strip Rate" is greater than the Pool Strip

Rate of the related Deleted Mortgage Loan

<PAGE>

(i) the Pool Strip Rate of such Qualified Substitute Mortgage Loan

shall be equal to the Pool Strip Rate of the related Deleted

Mortgage Loan for purposes of calculating the Pass-Through Rate

on the Class A-IO Certificates and

(ii) the excess of the Pool Strip Rate on such Qualified Substitute

Mortgage Loan as calculated pursuant to the definition of "Pool

Strip Rate" over the Pool Strip Rate on the related Deleted

Mortgage Loan shall be payable to the Class R Certificates

pursuant to Section 4.02 hereof.

Rating Agency: Standard & Poor's and Fitch. 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 Depositor, notice

of which designation shall be given to the Trustee and the Master Servicer.

Realized Loss: With respect to each Mortgage Loan (or REO Property) 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 last day of the month in which the Cash Liquidation (or REO Disposition)

occurred 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 Master Servicer or any Subservicer

with respect to related Advances or expenses as to which the Master Servicer or

Subservicer is entitled to reimbursement thereunder but which have not been

previously reimbursed. With respect to each Mortgage Loan which is the subject

of a Servicing Modification, (a) the amount by which the interest portion of a

Monthly Payment or the principal balance of such Mortgage Loan was reduced, and

(b) 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. With respect to each Mortgage Loan which has become the

subject of a Deficient Valuation, the difference between the principal balance

of the Mortgage Loan outstanding immediately prior to such Deficient Valuation

and the principal balance of the Mortgage Loan as reduced by the Deficient

Valuation. With respect to each Mortgage Loan 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 Master

Servicer has notified the Trustee in writing that the Master Servicer is

diligently pursuing any remedies that may exist in connection with the

representations and warranties made regarding the related Mortgage Loan and

<PAGE>

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 Master Servicer or a

Subservicer, in either case without giving effect to any Debt Service Reduction.

To the extent the Master Servicer receives Subsequent Recoveries with

respect to any Mortgage Loan, the amount of the Realized Loss with respect to

that Mortgage Loan will be reduced to the extent such recoveries are applied to

reduce the Certificate Principal Balance of any Class of Certificates on any

Distribution Date.

Record Date: With respect to the first Distribution Date, the Closing

Date. With respect to any other Distribution Date and each Class of

Certificates, the close of business on the last Business Day of the month

immediately preceding the month in which the related Distribution Date occurs.

Regular Certificates: The Class A Certificates, Class M Certificates and

Class B Certificates.

Regular Interest: Any one of the regular interests in the Trust Fund.

Relief Act: The Servicemembers Civil Relief Act.

Relief Act Shortfalls: Interest shortfalls on the Mortgage Loans resulting

from the Relief Act or similar legislation or regulations.

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

Section 860D of the Code.

REMIC Administrator: Residential Funding Corporation. If Residential

Funding Corporation is found by a court of competent jurisdiction to no longer

be able to fulfill its obligations as REMIC Administrator under this Agreement

the Master Servicer or Trustee acting as Master 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 subject hereto, constituting a

portion of the primary trust created hereby and to be administered hereunder,

with respect to which a separate REMIC election is to be made (other than with

respect to the items in clause (v) and the proceeds thereof), consisting of: (i)

the Mortgage Loans and the related Mortgage Files; (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 Certificate Account and

identified as belonging to the Trust Fund, including the proceeds from the

liquidation of Pledged Assets for any Pledged Asset Loan; (iii) property which

secured a Mortgage Loans and which 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 Policy pertaining to the

Mortgage Loans, if any, and the Pledged Assets with respect to each Pledged

Asset Loan; and (v) all proceeds of clauses (i) through (iv) above.

<PAGE>

REMIC I Accrued Interest: With respect to each Distribution Date, as to

any REMIC I Regular Interest, interest accrued during the related Interest

Accrual Period at the related REMIC I Pass-Through Rate on the Uncertificated

Principal Balance or Uncertificated Notional Amount thereof immediately prior to

such Distribution Date. REMIC I Accrued Interest will be calculated on the basis

of a 360-day year, consisting of twelve 30-day months. In each case REMIC I

Accrued Interest on any REMIC I Regular Interest will be reduced by the amount

of: (i) Prepayment Interest Shortfalls on all Mortgage Loans (to the extent not

offset by the Master Servicer with a payment of Compensating Interest as

provided in Section 4.02), (ii) the interest portion (adjusted to the Net

Mortgage Rate) of Realized Losses on all Mortgage Loans (including Excess

Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses and

Extraordinary Losses), (iii) the interest portion of Advances that were (A)

previously made with respect to a Mortgage Loan or REO Property on all Mortgage

Loans which remained unreimbursed following the Cash Liquidation or REO

Disposition of such Mortgage Loan or REO Property or (B) made with respect to

delinquencies that were ultimately determined to be Excess Special Hazard

Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses,

and (iv) any other interest shortfalls, including interest that is not

collectible from the Mortgagor pursuant to the Relief Act or similar legislation

or regulations as in effect from time to time, with all such reductions

allocated among all of the REMIC I Regular Interests in proportion to their

respective amounts of REMIC I Accrued Interest payable on such Distribution Date

absent such reductions.

REMIC I Pass-Through Rate: With respect to REMIC I Regular Interests I-SUB

and I-ZZZ, the weighted average of the Net Mortgage Rates on the Group I Loans;

with respect to REMIC I Regular Interest II-SUB and II-ZZZ, 6.00%; with respect

to REMIC I Regular Interest III-SUB and III-ZZZ, 6.50%; with respect to REMIC I

Regular Interest IV-SUB and IV-ZZZ, 7.00%; with respect to REMIC I Regular

Interest A-PO, 0.000%; and with respect to each REMIC I IO Regular Interest, the

Pool Strip Rates for the related Non-Discount Mortgage Loan in each of Loan

Group II, Loan Group III, Loan Group IV and Loan Group V, weighted on the basis

of the Stated Principal Balances thereof as of the beginning of the related Due

Period.

REMIC I Regular Interests: Any of the separate non-certificated

beneficial ownership interests in REMIC I issued hereunder and designated as a

"regular interest" in REMIC I. Each such REMIC I Regular Interest shall accrue

interest at the related REMIC I Pass-Through Rate in effect from time to time,

and shall be entitled to distributions of principal, subject to the terms and

conditions hereof, in an aggregate amount equal to its initial Uncertificated

Principal Balance as set forth in the Preliminary Statement hereto. The

following is a list of the REMIC I Regular Interests: REMIC I Regular Interest

I-SUB, REMIC I Regular Interest I-ZZZ, REMIC I Regular Interest II-SUB, REMIC I

Regular Interest II-ZZZ, REMIC I Regular Interest III-SUB, REMIC I Regular

Interest III-ZZZ, REMIC I Regular Interest IV-SUB, REMIC I Regular Interest

IV-ZZZ, REMIC I Regular Interest V-SUB, REMIC I Regular Interest V-ZZZ, REMIC I

Regular Interest A-PO and REMIC I IO Regular Interests.

REMIC I Subordinated Balance Ratio: The ratio among the Uncertificated

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

designation "SUB" equal to the ratio among:

<PAGE>

(1) the excess of (x) the aggregate of the Group I Pool Stated Principal Balance

over (y) the aggregate Certificate Principal Balance of the Class A-I

Certificates;

(2) the excess of (x) the aggregate of the Group II Pool Stated Principal

Balance over (y) the aggregate of the Certificate Principal Balance of the Class

A-II, Class R-I, Class R-II and Class A-PO Certificates;

(3) the excess of (x) the aggregate of the Group III Pool Stated Principal

Balance over (y) the aggregate of the Certificate Principal Balance of the Class

A-III Certificates;

(4) the excess of (x) the aggregate of the Group IV Pool Stated Principal

Balance over (y) the aggregate of the Certificate Principal Balance of the Class

A-IV Certificates; and

(5) the excess of (x) the aggregate of the Group V Pool Stated Principal Balance

over (y) the aggregate of the Certificate Principal Balance of the Class A-V

Certificates.

REMIC II: The segregated pool of assets subject hereto, constituting a

portion of the primary trust created hereby and to be administered hereunder,

with respect to which a separate REMIC election is to be made, consisting of the

REMIC I Regular Interests.

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.

REO Acquisition: The acquisition by the Master 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 Master

Servicer that it has received substantially all Insurance Proceeds, Liquidation

Proceeds, REO Proceeds and other payments and recoveries (including proceeds of

a final sale) which the Master 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 a rate equal to the sum of 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.

<PAGE>

REO Property: A Mortgaged Property acquired by the Master Servicer

through foreclosure or deed in lieu of foreclosure in connection with a

defaulted Mortgage Loan.

Reportable Modified Mortgage Loan: Any Mortgage Loan that (i) has been

subject to an interest rate reduction, (ii) has been subject to a term extension

or (iii) has had amounts owing on such Mortgage Loan capitalized by adding such

amount to the Stated Principal Balance of such Mortgage Loan; provided, however,

that a Mortgage Loan modified in accordance with clause (i) above for a

temporary period shall not be a Reportable Modified