POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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RAMP Series 2005-RS5 Trus | RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., | RESIDENTIAL FUNDING CORPORATION, | JPMORGAN CHASE BANK, N.A.

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 6/15/2005
Law Firm: Attention: DPC

RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,

DEPOSITOR,

RESIDENTIAL FUNDING CORPORATION,

MASTER SERVICER,

AND

JPMORGAN CHASE BANK, N.A.

TRUSTEE

POOLING AND SERVICING AGREEMENT

DATED AS OF MAY 1, 2005

MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES

Series 2005-RS5

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TABLE OF CONTENTS

Page

ARTICLE I

Section 1.01. Definitions.................................................................9

Accrued Certificate Interest............................................................9

Adjusted Mortgage Rate..................................................................9

Adjustment Date.........................................................................9

Advance.................................................................................9

Affiliate..............................................................................10

Agreement..............................................................................10

Amount Held for Future Distribution....................................................10

Appraised Value........................................................................10

Assignment.............................................................................10

Assignment Agreement...................................................................10

Available Distribution Amount..........................................................10

Bankruptcy Code........................................................................11

Book-Entry Certificate.................................................................11

Business Day...........................................................................11

Call Rights............................................................................11

Capitalization Reimbursement Amount....................................................11

Cash Liquidation.......................................................................11

Certificate............................................................................11

Certificate Account....................................................................11

Certificate Account Deposit Date.......................................................12

Certificateholder or Holder............................................................12

Certificate Owner......................................................................12

Certificate Principal Balance..........................................................12

Certificate Register and Certificate Registrar.........................................12

Class..................................................................................13

Class A Certificate....................................................................13

Class A-I Principal Distribution Amount................................................13

Class A-II Principal Distribution Amount...............................................13

Class A Basis Risk Shortfall...........................................................13

Class A Basis Risk Shortfall Carry-Forward Amount......................................13

Class A Interest Distribution Amount...................................................13

Class A Margin.........................................................................14

Class A Principal Distribution Amount..................................................14

Class B Basis Risk Shortfall...........................................................14

Class B Basis Risk Shortfall Carry-Forward Amount......................................15

Class B Certificate....................................................................15

Class B Margin.........................................................................15

Class B-1 Certificate..................................................................15

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Class B-1 Interest Distribution Amount.................................................15

Class B-1 Principal Distribution Amount................................................15

Class B-2 Certificate..................................................................16

Class B-2 Interest Distribution Amount.................................................16

Class B-2 Principal Distribution Amount................................................16

Class B-3 Certificate..................................................................17

Class B-3 Interest Distribution Amount.................................................17

Class B-3 Principal Distribution Amount................................................17

Class IO Distribution Amount...........................................................17

Class IO Interest......................................................................18

Class M Certificate....................................................................18

Class M-1 Certificate..................................................................18

Class M-1 Interest Distribution Amount.................................................18

Class M-1 Principal Distribution Amount................................................18

Class M-2 Certificate..................................................................19

Class M-2 Interest Distribution Amount.................................................19

Class M-2 Principal Distribution Amount................................................19

Class M-3 Certificate..................................................................19

Class M-3 Interest Distribution Amount.................................................20

Class M-3 Principal Distribution Amount................................................20

Class M-4 Certificate..................................................................20

Class M-4 Interest Distribution Amount.................................................20

Class M-4 Principal Distribution Amount................................................21

Class M-5 Certificate..................................................................21

Class M-5 Interest Distribution Amount.................................................21

Class M-5 Principal Distribution Amount................................................22

Class M-6 Certificate..................................................................22

Class M-6 Interest Distribution Amount.................................................22

Class M-6 Principal Distribution Amount................................................23

Class M-7 Certificate..................................................................23

Class M-7 Interest Distribution Amount.................................................23

Class M-7 Principal Distribution Amount................................................24

Class M-8 Certificate..................................................................24

Class M-8 Interest Distribution Amount.................................................24

Class M-8 Principal Distribution Amount................................................25

Class M-9 Certificate..................................................................25

Class M-9 Interest Distribution Amount.................................................25

Class M-9 Principal Distribution Amount................................................26

Class M Basis Risk Shortfall...........................................................26

Class M Basis Risk Shortfall Carry-Forward Amount......................................26

Class M Margin.........................................................................26

Class R Certificate....................................................................27

Class R-I Certificate..................................................................27

Class R-II Certificate.................................................................27

Class R-III Certificate................................................................27

Class R-IV Certificate.................................................................27

Class R-V Certificate..................................................................27

Class SB Certificates..................................................................27

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Class SB Interest......................................................................28

Closing Date...........................................................................28

Code...................................................................................28

Commission.............................................................................28

Corporate Trust Office.................................................................28

Corresponding Class....................................................................28

Credit Repository......................................................................28

Curtailment............................................................................28

Custodial Account......................................................................28

Custodial Agreement....................................................................28

Custodian..............................................................................28

Cut-off Date...........................................................................28

Cut-off Date Balance...................................................................28

Cut-off Date Principal Balance.........................................................29

Debt Service Reduction.................................................................29

Deficient Valuation....................................................................29

Definitive Certificate.................................................................29

Deleted Mortgage Loan..................................................................29

Delinquent.............................................................................29

Depository.............................................................................29

Depository Participant.................................................................29

Derivative Contract....................................................................29

Derivative Counterparty................................................................30

Destroyed Mortgage Note................................................................30

Determination Date.....................................................................30

Disqualified Organization..............................................................30

Distribution Date......................................................................30

Due Date...............................................................................30

Due Period.............................................................................30

Eligible Account.......................................................................30

Eligible Master Servicing Compensation.................................................31

ERISA..................................................................................31

Event of Default.......................................................................31

Excess Cash Flow.......................................................................31

Excess Overcollateralization Amount....................................................31

Exchange Act...........................................................................31

Fannie Mae.............................................................................31

FASIT..................................................................................32

FDIC...................................................................................32

FHA....................................................................................32

Final Certification....................................................................32

Final Distribution Date................................................................32

Final Scheduled Distribution Date......................................................32

Fitch..................................................................................32

Fixed Swap Payment.....................................................................32

Floating Swap Payment..................................................................32

iii

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Foreclosure Profits....................................................................32

Freddie Mac............................................................................33

Gross Margin...........................................................................33

Group I Loans..........................................................................33

Group II Loans.........................................................................33

Independent............................................................................33

Index..................................................................................33

Initial Certificate Principal Balance..................................................33

Insurance Proceeds.....................................................................33

Interest Accrual Period................................................................33

Interest Distribution Amount...........................................................34

Interim Certification..................................................................34

Interested Person......................................................................34

Late Collections.......................................................................34

LIBOR..................................................................................34

LIBOR Business Day.....................................................................34

LIBOR Rate Adjustment Date.............................................................34

Limited Repurchase Right Holder........................................................34

Liquidation Proceeds...................................................................34

Loan-to-Value Ratio....................................................................34

Marker Rate............................................................................34

Maturity Date..........................................................................35

Maximum Mortgage Loan Rate.............................................................35

Maximum Mortgage Rate..................................................................35

Maximum Net Mortgage Rate..............................................................35

MERS...................................................................................35

MERS(R) System.........................................................................35

MIN....................................................................................35

Minimum Mortgage Rate..................................................................35

Modified Mortgage Loan.................................................................35

Modified Mortgage Rate.................................................................35

Modified Net Mortgage Rate.............................................................35

MOM Loan...............................................................................36

Monthly Payment........................................................................36

Moody's................................................................................36

Mortgage...............................................................................36

Mortgage File..........................................................................36

Mortgage Loan Schedule.................................................................36

Mortgage Loans.........................................................................37

Mortgage Note..........................................................................37

Mortgage Rate..........................................................................37

Mortgaged Property.....................................................................38

Mortgagor..............................................................................38

Net Mortgage Rate......................................................................38

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Net WAC Cap Rate.......................................................................38

Non-Primary Residence Loans............................................................38

Non-United States Person...............................................................38

Nonrecoverable Advance.................................................................38

Nonsubserviced Mortgage Loan...........................................................39

Note Margin............................................................................39

Notice.................................................................................39

Officers' Certificate..................................................................39

Opinion of Counsel.....................................................................39

Optional Termination Date..............................................................39

Outstanding Mortgage Loan..............................................................39

Overcollateralization Amount...........................................................40

Overcollateralization Floor............................................................40

Overcollateralization Increase Amount..................................................40

Overcollateralization Reduction Amount.................................................40

Ownership Interest.....................................................................40

Pass-Through Rate......................................................................40

Paying Agent...........................................................................41

Percentage Interest....................................................................41

Periodic Cap...........................................................................41

Permitted Investments..................................................................41

Permitted Transferee...................................................................42

Person.................................................................................42

Pool Stated Principal Balance..........................................................42

Prepayment Assumption..................................................................42

Prepayment Interest Shortfall..........................................................43

Prepayment Period......................................................................43

Primary Insurance Policy...............................................................43

Principal Allocation Amount............................................................43

Principal Distribution Amount..........................................................43

Principal Prepayment...................................................................44

Principal Prepayment in Full...........................................................44

Principal Remittance Amount............................................................45

Program Guide..........................................................................45

Purchase Price.........................................................................45

Qualified Insurer......................................................................45

Qualified Substitute Mortgage Loan.....................................................45

Rating Agency..........................................................................46

Realized Loss..........................................................................46

Record Date............................................................................47

Regular Certificates...................................................................47

Regular Interest.......................................................................47

Relief Act.............................................................................47

Relief Act Shortfalls..................................................................47

REMIC..................................................................................47

REMIC Administrator....................................................................47

REMIC I................................................................................47

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REMIC Regular Interests................................................................47

REMIC I Regular Interests..............................................................47

REMIC I Regular Interest A-I...........................................................48

REMIC II Interest Loss Allocation Amount...............................................48

REMIC II Overcollateralized Amount.....................................................48

REMIC II Principal Loss Allocation Amount..............................................48

REMIC II Regular Interests.............................................................48

REMIC II Required Overcollateralization Amount.........................................48

REMIC II Regular Interest I-AA.........................................................48

REMIC II Regular Interest A-1..........................................................48

REMIC II Regular Interest A-2..........................................................49

REMIC II Regular Interest A-3..........................................................49

REMIC II Regular Interest A-4..........................................................49

REMIC II Regular Interest M-1..........................................................49

REMIC II Regular Interest M-2..........................................................49

REMIC II Regular Interest M-3..........................................................49

REMIC II Regular Interest M-4..........................................................49

REMIC II Regular Interest M-5..........................................................49

REMIC II Regular Interest M-6..........................................................49

REMIC II Regular Interest M-7..........................................................49

REMIC II Regular Interest M-8..........................................................50

REMIC II Regular Interest M-9..........................................................50

REMIC II Regular Interest B-1..........................................................50

REMIC II Regular Interest B-2..........................................................50

REMIC II Regular Interest B-3..........................................................50

REMIC II Regular Interest I-ZZ.........................................................50

REMIC II Regular Interest I-IO.........................................................50

REMIC II Regular Interest I-ZZ Maximum Interest Deferral Amount........................50

REMIC III..............................................................................51

REMIC III Certificate..................................................................51

REMIC III Certificateholder............................................................51

REMIC III Regular Interest.............................................................51

REMIC IV...............................................................................51

REMIC IV Certificate...................................................................51

REMIC V................................................................................51

REMIC V Interests......................................................................51

REMIC Provisions.......................................................................51

REO Acquisition........................................................................51

REO Disposition........................................................................51

REO Imputed Interest...................................................................51

REO Proceeds...........................................................................51

REO Property...........................................................................52

Reportable Modified Mortgage Loan......................................................52

Repurchase Event.......................................................................52

Request for Release....................................................................52

Required Insurance Policy..............................................................52

Required Overcollateralization Amount..................................................52

Reserve Fund...........................................................................52

Reserve Fund Deposit...................................................................52

Reserve Fund Residual Right............................................................52

Residential Funding....................................................................52

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Responsible Officer....................................................................52

Senior Enhancement Percentage..........................................................52

Servicing Accounts.....................................................................53

Servicing Advances.....................................................................53

Servicing Fee..........................................................................53

Servicing Fee Rate.....................................................................53

Servicing Modification.................................................................53

Servicing Officer......................................................................53

Sixty-Plus Delinquency Percentage......................................................53

Standard & Poor's......................................................................54

Startup Date...........................................................................54

Stated Principal Balance...............................................................54

Stepdown Date..........................................................................54

Sub-Group..............................................................................54

Subordination..........................................................................54

Subordination Percentage...............................................................54

Subsequent Recoveries..................................................................54

Subserviced Mortgage Loan..............................................................55

Subservicer............................................................................55

Subservicer Advance....................................................................55

Subservicing Account...................................................................55

Subservicing Agreement.................................................................55

Subservicing Fee.......................................................................55

Subservicing Fee Rate..................................................................55

Swap Agreement Notional Balance........................................................55

Swap Agreement Purchase Price..........................................................55

Tax Returns............................................................................56

Transfer...............................................................................56

Transferee.............................................................................56

Transferor.............................................................................56

Trigger Event..........................................................................57

Trust Fund.............................................................................57

Uniform Single Attestation Program for Mortgage Bankers................................57

Uncertificated Notional Amount.........................................................57

Uncertificated Pass-Through Rate.......................................................59

Uncertificated Principal Balance.......................................................59

Uncertificated REMIC I Pass-Through Rate...............................................59

Uncertificated REMIC II Pass-Through Rate..............................................59

Uninsured Cause........................................................................63

United States Person...................................................................63

VA.....................................................................................63

Voting Rights..........................................................................63

Section 1.02. Determination of LIBOR.....................................................63

vii

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ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01. Conveyance of Mortgage Loans...............................................65

Section 2.02. Acceptance by Trustee......................................................68

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

Section 2.04. Representations and Warranties of Residential Funding......................72

Section 2.05. Execution and Authentication of Certificates; Conveyance of REMIC Regular Interests.

ARTICLE III

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01. Master Servicer to Act as Servicer.........................................76

Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers; Enforcement of

Subservicers' Obligations..................................................77

Section 3.03. Successor Subservicers.....................................................78

Section 3.04. Liability of the Master Servicer...........................................79

Section 3.05. No Contractual Relationship Between Subservicer and Trustee or Certificateholders.

Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee............79

Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial Account.80

Section 3.08. Subservicing Accounts; Servicing Accounts..................................82

Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage Loans.

Section 3.10. Permitted Withdrawals from the Custodial Account...........................84

Section 3.11. Maintenance of Primary Insurance Coverage..................................86

Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage..........87

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

Assignments................................................................88

Section 3.14. Realization Upon Defaulted Mortgage Loans..................................90

Section 3.15. Trustee to Cooperate; Release of Mortgage Files............................92

Section 3.16. Servicing and Other Compensation; Eligible Master Servicing Compensation...94

Section 3.17. Reports to the Trustee and the Depositor...................................95

Section 3.18. Annual Statement as to Compliance..........................................95

Section 3.19. Annual Independent Public Accountants' Servicing Report....................95

Section 3.20. Right of the Depositor in Respect of the Master Servicer...................96

Section 3.21. Advance Facility...........................................................96

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ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01. Certificate Account.......................................................101

Section 4.02. Distributions.............................................................101

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

Reporting.................................................................109

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

Servicer..................................................................112

Section 4.05. Allocation of Realized Losses.............................................114

Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property.............116

Section 4.07. Optional Purchase of Defaulted Mortgage Loans.............................117

Section 4.08. Limited Mortgage Loan Repurchase Right....................................117

Section 4.09. Distribution of Class A Basis Risk Shortfall Carry-Forward Amounts and Class M Basis

Risk Shortfall Carry-Forward Amounts; Reserve Fund; Swap Account..........117

Section 4.10. [Reserved]................................................................121

Section 4.11. Derivative Contracts......................................................121

Section 4.12 Tax Treatment of Swap Payments and Swap Termination Payments..............122

ARTICLE V

THE CERTIFICATES

Section 5.01. The Certificates..........................................................123

Section 5.02. Registration of Transfer and Exchange of Certificates.....................125

Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.........................130

Section 5.04. Persons Deemed Owners.....................................................131

Section 5.05. Appointment of Paying Agent...............................................131

ARTICLE VI

THE DEPOSITOR AND THE MASTER SERVICER

Section 6.01. Respective Liabilities of the Depositor and the Master Servicer...........132

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

Rights and Delegation of Duties by Master Servicer........................132

Section 6.03. Limitation on Liability of the Depositor, the Master Servicer and Others..133

Section 6.04. Depositor and Master Servicer Not to Resign...............................134

ARTICLE VII

DEFAULT

Section 7.01. Events of Default.........................................................135

Section 7.02. Trustee or Depositor to Act; Appointment of Successor.....................136

Section 7.03. Notification to Certificateholders........................................138

Section 7.04. Waiver of Events of Default...............................................138

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ARTICLE VIII

CONCERNING THE TRUSTEE

Section 8.01. Duties of Trustee.........................................................139

Section 8.02. Certain Matters Affecting the Trustee.....................................140

Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.....................142

Section 8.04. Master Servicer to Pay Trustee's Fees and Expenses; Indemnification.......142

Section 8.05. Eligibility Requirements for Trustee......................................143

Section 8.06. Resignation and Removal of the Trustee....................................144

Section 8.07. Successor Trustee.........................................................145

Section 8.08. Merger or Consolidation of Trustee........................................145

Section 8.09. Appointment of Co-Trustee or Separate Trustee.............................145

Section 8.10. Appointment of Custodians.................................................146

ARTICLE IX

TERMINATION

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

Loans.....................................................................148

Section 9.02. Additional Termination Requirements.......................................151

ARTICLE X

REMIC PROVISIONS

Section 10.01.REMIC Administration......................................................152

Section 10.02.Master Servicer, REMIC Administrator and Trustee Indemnification..........156

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01.Amendment.................................................................157

Section 11.02.Recordation of Agreement; Counterparts....................................159

Section 11.03.Limitation on Rights of Certificateholders................................160

Section 11.04.Governing Law.............................................................161

Section 11.05.Notices...................................................................161

Section 11.06.Notices to Rating Agencies................................................161

Section 11.07.Severability of Provisions................................................162

Section 11.08.Supplemental Provisions for Resecuritization..............................162

Section 11.09.[Reserved]................................................................163

Section 11.10.Third Party Beneficiaries.................................................163

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EXHIBITS

Exhibit A Form of Class A Certificate

Exhibit B Form of Class M Certificate

Exhibit C Form of Class B Certificate

Exhibit D Form of Class SB Certificate

Exhibit E Form of Class R Certificate

Exhibit F Form of Custodial Agreement

Exhibit G-1 Group I Loan Schedule

Exhibit G-2 Group II Loan Schedule

Exhibit H Forms of Request for Release

Exhibit I-1 Form of Transfer Affidavit and Agreement

Exhibit I-2 Form of Transferor Certificate

Exhibit J Form of Investor Representation Letter

Exhibit K Form of Transferor Representation Letter

Exhibit L Text of Amendment to Pooling and Servicing Agreement

Pursuant to Section 11.01(e) for a Limited Guaranty

Exhibit M Form of Limited Guaranty

Exhibit N Form of Lender Certification for Assignment of Mortgage Loan

Exhibit O Form of Rule 144A Investment Representation

Exhibit P [Reserved]

Exhibit Q Form of ERISA Representation Letter (Class M Certificates and

Class B Certificates)

Exhibit R-1 Form 10-K Certification

Exhibit R-2 Form 10-K Back-up

Certification

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

Rating Agencies Relating to Reportable Modified Mortgage Loans

Exhibit T Schedule of Swap Agreement Notional Balances

Exhibit U Swap Agreement

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This Pooling and Servicing Agreement, effective as of May 1, 2005, among

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

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

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

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

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

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

PRELIMINARY STATEMENT:

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

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

twenty-two 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 Mortgage Loans and certain

other related assets (exclusive of the Reserve Fund, the Swap Account and the

Swap Agreement) subject to this Agreement as a real estate mortgage investment

conduit (a "REMIC") for federal income tax purposes, and such segregated pool of

assets will be designated as "REMIC I." The Class R-I Certificates will

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

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

table irrevocably sets forth the designation, remittance rate (the

"Uncertificated REMIC I Pass-Through Rate") and initial Uncertificated Principal

Balance for the "regular interests" in REMIC I (the "REMIC I Regular

Interests"). The "latest possible maturity date" (determined for purposes of

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

Regular Interests shall be the 360th Distribution Date. The REMIC I Regular

Interests will not be certificated.

Uncertificated REMIC I Uncertificated Principal Latest Possible

Designation Pass-Through Rate Balance Maturity Date

A-I Variable(1) $ 2,500,410.70 May 25, 2035

I-1-A Variable(1) $ 9,088,787.47 May 25, 2035

I-1-B Variable(1) $ 9,088,787.47 May 25, 2035

I-2-A Variable(1) $ 8,847,280.39 May 25, 2035

I-2-B Variable(1) $ 8,847,280.39 May 25, 2035

I-3-A Variable(1) $ 8,620,582.82 May 25, 2035

I-3-B Variable(1) $ 8,620,582.82 May 25, 2035

I-4-A Variable(1) $ 8,407,096.88 May 25, 2035

I-4-B Variable(1) $ 8,407,096.88 May 25, 2035

I-5-A Variable(1) $ 8,205,116.89 May 25, 2035

I-5-B Variable(1) $ 8,205,116.89 May 25, 2035

I-6-A Variable(1) $ 8,013,172.23 May 25, 2035

<PAGE>

I-6-B Variable(1) $ 8,013,172.23 May 25, 2035

I-7-A Variable(1) $ 7,829,615.85 May 25, 2035

I-7-B Variable(1) $ 7,829,615.85 May 25, 2035

I-8-A Variable(1) $ 7,575,844.45 May 25, 2035

I-8-B Variable(1) $ 7,575,844.45 May 25, 2035

I-9-A Variable(1) $ 7,281,083.71 May 25, 2035

I-9-B Variable(1) $ 7,281,083.71 May 25, 2035

I-10-A Variable(1) $ 6,989,115.54 May 25, 2035

I-10-B Variable(1) $ 6,989,115.54 May 25, 2035

I-11-A Variable(1) $ 6,708,267.77 May 25, 2035

I-11-B Variable(1) $ 6,708,267.77 May 25, 2035

I-12-A Variable(1) $ 6,438,837.25 May 25, 2035

I-12-B Variable(1) $ 6,438,837.25 May 25, 2035

I-13-A Variable(1) $ 6,180,340.41 May 25, 2035

I-13-B Variable(1) $ 6,180,340.41 May 25, 2035

I-14-A Variable(1) $ 5,932,329.94 May 25, 2035

I-14-B Variable(1) $ 5,932,329.94 May 25, 2035

I-15-A Variable(1) $ 5,694,377.04 May 25, 2035

I-15-B Variable(1) $ 5,694,377.04 May 25, 2035

I-16-A Variable(1) $ 5,466,069.59 May 25, 2035

I-16-B Variable(1) $ 5,466,069.59 May 25, 2035

I-17-A Variable(1) $ 5,247,008.15 May 25, 2035

I-17-B Variable(1) $ 5,247,008.15 May 25, 2035

I-18-A Variable(1) $ 5,036,828.07 May 25, 2035

I-18-B Variable(1) $ 5,036,828.07 May 25, 2035

I-19-A Variable(1) $ 4,835,159.33 May 25, 2035

I-19-B Variable(1) $ 4,835,159.33 May 25, 2035

I-20-A Variable(1) $ 4,641,654.30 May 25, 2035

I-20-B Variable(1) $ 4,641,654.30 May 25, 2035

I-21-A Variable(1) $ 4,455,979.65 May 25, 2035

I-21-B Variable(1) $ 4,455,979.65 May 25, 2035

I-22-A Variable(1) $ 4,277,815.52 May 25, 2035

I-22-B Variable(1) $ 4,277,815.52 May 25, 2035

I-23-A Variable(1) $ 4,106,819.25 May 25, 2035

I-23-B Variable(1) $ 4,106,819.25 May 25, 2035

I-24-A Variable(1) $ 51,259,295.21 May 25, 2035

I-24-B Variable(1) $ 51,259,295.21 May 25, 2035

I-25-A Variable(1) $ 1,784,329.54 May 25, 2035

I-25-B Variable(1) $ 1,784,329.54 May 25, 2035

I-26-A Variable(1) $ 1,717,695.10 May 25, 2035

I-26-B Variable(1) $ 1,717,695.10 May 25, 2035

I-27-A Variable(1) $ 1,653,604.45 May 25, 2035

I-27-B Variable(1) $ 1,653,604.45 May 25, 2035

<PAGE>

I-28-A Variable(1) $ 1,591,958.51 May 25, 2035

I-28-B Variable(1) $ 1,591,958.51 May 25, 2035

I-29-A Variable(1) $ 1,532,662.14 May 25, 2035

I-29-B Variable(1) $ 1,532,662.14 May 25, 2035

I-30-A Variable(1) $ 1,475,623.96 May 25, 2035

I-30-B Variable(1) $ 1,475,623.96 May 25, 2035

I-31-A Variable(1) $ 1,420,756.21 May 25, 2035

I-31-B Variable(1) $ 1,420,756.21 May 25, 2035

I-32-A Variable(1) $ 1,367,974.61 May 25, 2035

I-32-B Variable(1) $ 1,367,974.61 May 25, 2035

I-33-A Variable(1) $ 1,317,198.21 May 25, 2035

I-33-B Variable(1) $ 1,317,198.21 May 25, 2035

I-34-A Variable(1) $ 1,268,487.10 May 25, 2035

I-34-B Variable(1) $ 1,268,487.10 May 25, 2035

I-35-A Variable(1) $ 1,221,706.75 May 25, 2035

I-35-B Variable(1) $ 1,221,706.75 May 25, 2035

I-36-A Variable(1) $ 12,366,427.15 May 25, 2035

I-36-B Variable(1) $ 12,366,427.15 May 25, 2035

I-37-A Variable(1) $ 657,600.34 May 25, 2035

I-37-B Variable(1) $ 657,600.34 May 25, 2035

I-38-A Variable(1) $ 635,849.78 May 25, 2035

I-38-B Variable(1) $ 635,849.78 May 25, 2035

I-39-A Variable(1) $ 614,832.44 May 25, 2035

I-39-B Variable(1) $ 614,832.44 May 25, 2035

I-40-A Variable(1) $ 594,523.06 May 25, 2035

I-40-B Variable(1) $ 594,523.06 May 25, 2035

I-41-A Variable(1) $ 574,897.21 May 25, 2035

I-41-B Variable(1) $ 574,897.21 May 25, 2035

I-42-A Variable(1) $ 555,931.31 May 25, 2035

I-42-B Variable(1) $ 555,931.31 May 25, 2035

I-43-A Variable(1) $ 537,602.69 May 25, 2035

I-43-B Variable(1) $ 537,602.69 May 25, 2035

I-44-A Variable(1) $ 519,889.40 May 25, 2035

I-44-B Variable(1) $ 519,889.40 May 25, 2035

I-45-A Variable(1) $ 502,770.32 May 25, 2035

I-45-B Variable(1) $ 502,770.32 May 25, 2035

I-46-A Variable(1) $ 486,225.05 May 25, 2035

I-46-B Variable(1) $ 486,225.05 May 25, 2035

I-47-A Variable(1) $ 470,233.89 May 25, 2035

I-47-B Variable(1) $ 470,233.89 May 25, 2035

I-48-A Variable(1) $ 454,777.90 May 25, 2035

I-48-B Variable(1) $ 454,777.90 May 25, 2035

I-49-A Variable(1) $ 439,838.74 May 25, 2035

<PAGE>

I-49-B Variable(1) $ 439,838.74 May 25, 2035

I-50-A Variable(1) $ 425,398.74 May 25, 2035

I-50-B Variable(1) $ 425,398.74 May 25, 2035

I-51-A Variable(1) $ 411,440.84 May 25, 2035

I-51-B Variable(1) $ 411,440.84 May 25, 2035

I-52-A Variable(1) $ 397,948.60 May 25, 2035

I-52-B Variable(1) $ 397,948.60 May 25, 2035

I-53-A Variable(1) $ 384,906.13 May 25, 2035

I-53-B Variable(1) $ 384,906.13 May 25, 2035

I-54-A Variable(1) $ 372,298.11 May 25, 2035

I-54-B Variable(1) $ 372,298.11 May 25, 2035

I-55-A Variable(1) $ 360,109.74 May 25, 2035

I-55-B Variable(1) $ 360,109.74 May 25, 2035

I-56-A Variable(1) $ 348,002.37 May 25, 2035

I-56-B Variable(1) $ 348,002.37 May 25, 2035

I-57-A Variable(1) $ 336,628.64 May 25, 2035

I-57-B Variable(1) $ 336,628.64 May 25, 2035

I-58-A Variable(1) $ 325,561.04 May 25, 2035

I-58-B Variable(1) $ 325,561.04 May 25, 2035

I-59-A Variable(1) $ 315,644.50 May 25, 2035

I-59-B Variable(1) $ 315,644.50 May 25, 2035

I-60-A Variable(1) $ 8,170,187.79 May 25, 2035

I-60-B Variable(1) $ 8,170,187.79 May 25, 2035

_____________

(1) Calculated in accordance with the definition of "Uncertificated REMIC

I Pass-Through Rate" herein.

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 be the sole class of

"residual interests" in REMIC II for purposes of the REMIC Provisions. The

following table irrevocably sets forth the designation, the Uncertificated REMIC

II Pass-Through Rate, the initial Uncertificated Principal Balance and, for

purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the

"latest possible maturity date" for each of the REMIC II Regular Interests (as

defined herein). None of the REMIC II Regular Interests will be certificated.

<PAGE>

<TABLE>

UNCERTIFICATED REMIC

II INITIAL UNCERTIFICATED LATEST POSSIBLE

DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE

I-AA Variable(1) $490,000,402.49 May 25, 2035

A-1 Variable(1) $915,040.00 May 25, 2035

A-2 Variable(1) $984,870.00 May 25, 2035

A-3 Variable(1) $209,290.00 May 25, 2035

A-II Variable(1) $2,108,300.00 May 25, 2035

M-1 Variable(1) $207,500.00 May 25, 2035

M-2 Variable(1) $115,000.00 May 25, 2035

M-3 Variable(1) $87,500.00 May 25, 2035

M-4 Variable(1) $60,000.00 May 25, 2035

M-5 Variable(1) $62,500.00 May 25, 2035

M-6 Variable(1) $47,500.00 May 25, 2035

M-7 Variable(1) $47,500.00 May 25, 2035

M-8 Variable(1) $30,000.00 May 25, 2035

M-9 Variable(1) $25,000.00 May 25, 2035

B-1 Variable(1) $25,000.00 May 25, 2035

B-2 Variable(1) $25,000.00 May 25, 2035

B-3 Variable(1) $25,000.00 May 25, 2035

I-ZZ Variable(1) $5,025,008.21 May 25, 2035

IO (1) (2) May 25, 2035

</TABLE>

___________________________

(1) Calculated in accordance with the definition of "Uncertificated REMIC

II Pass-Through Rate" herein.

(2) REMIC II Regular Interest IO will not have an Uncertificated Principal

Balance but will accrue interest on its uncertificated notional amount

calculated in accordance with the definition of "Uncertificated

Notional Amount" herein.

REMIC III

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

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

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

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

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

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

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

(or Uncertificated Principal Balance, in the case of the Class SB and IO

interests), certain features, Final Scheduled Distribution Date and initial

ratings for each Class of Certificates comprising the interests representing

"regular interests" in REMIC III and the Class R Certificates. The "latest

possible maturity date" (determined for purposes of satisfying Treasury

Regulation Section 1.860G-1(a)(4)(iii)) for each Class of Regular Certificates

shall be the 360th Distribution Date.

Each Certificate, other than the Class SB Certificate and the Class R

Certificates, represents ownership of a regular interest in REMIC III and also

represents (i) the right to receive payments with respect to the related Basis

Risk Shortfall Carry-Forward Amount and (ii) the obligation to pay Class IO

Distribution Amount. The entitlement to principal of the REMIC III regular

interest which corresponds to each such Certificate shall be equal in amount and

timing to the entitlement to principal of such Certificate.

<PAGE>

<TABLE>

AGGREGATE

INITIAL

CERTIFICATE

PASS-THROUGH PRINCIPAL FINAL SCHEDULED

DESIGNATION TYPE RATE BALANCE FEATURES DISTRIBUTION DATE INITIAL RATINGS

MOODY'S FITCH

Class Senior Adjustable(1) $91,504,000.00 Senior December 2024 Aaa AAA

A-I-1((6))

Class Senior Adjustable(1) $98,487,000.00 Senior November 2033 Aaa AAA

A-I-2((6))

Class Senior Adjustable(1) $20,929,000.00 Senior May 2035 Aaa AAA

A-I-3((6)) ((2))

Class Senior Adjustable(1) $210,830,000.00 Senior May 2035 Aaa AAA

A-II((6)) ((2))

Class Mezzanine Adjustable(1) $20,750,000.00Mezzanine May 2035 Aa1 AA+

M-1((6)) ((2))

Class Mezzanine Adjustable(1) $11,500,000.00Mezzanine May 2035 Aa2 AA

M-2((6)) ((2))

Class Mezzanine Adjustable(1) $ 8,750,000.00Mezzanine May 2035 Aa3 AA-

M-3((6)) ((2))

Class Mezzanine Adjustable(1) $ 6,000,000.00Mezzanine May 2035 A1 A+

M-4((6)) ((2))

Class Mezzanine Adjustable(1) $ 6,250,000.00Mezzanine May 2035 A2 A

M-5((6)) ((2))

Class Mezzanine Adjustable(1) $ 4,750,000.00Mezzanine May 2035 A3 A-

M-6((6)) ((2))

Class Mezzanine Adjustable(1) $ 4,750,000.00Mezzanine May 2035 Baa1 BBB+

M-7((6)) ((2))

Class Mezzanine Adjustable(1) $ 3,000,000.00Mezzanine May 2035 Baa2 BBB

M-8((6)) ((2))

Class Mezzanine Adjustable(1) $ 2,500,000.00Mezzanine May 2035 Baa3 BBB-

M-9((6)) ((2))

Class SubordinateAdjustable(1) $ 2,500,000.00Subordinate May 2035 Ba1 BB+

B-1((6)) ((2))

Class SubordinateAdjustable(1) $ 2,500,000.00Subordinate May 2035 Ba2 BB

B-2((6)) ((2))

Class SubordinateAdjustable(1) $ 2,500,000.00Subordinate May 2035 N/R B

B-3((6)) ((2))

Class SB SubordinateVariable(3) $ 2,500,410.70Subordinate N/A N/R N/R

Interest

Class R-I Residual N/A Residual N/A N/R N/R

N/A

Class R-II Residual N/A Residual N/A N/R N/R

N/A

Class R-III Residual N/A Residual N/A N/R N/R

N/A

Class IO Residual (4) (5) Residual N/A N/R N/R

Interest

</TABLE>

_______________

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

Each REMIC III Regular Interest ownership of which is represented by a

Certificate will have the same Pass-Through Rate as that Certificate, except

with respect to the Net WAC Cap Rate. The Net WAC Cap Rate for each Regular

Certificate (other than the Class SB Certificates) and each REMIC III

Regular Interest the ownership of which is represented thereby is specified

in the definition of Net WAC Cap Rate.

(2) On and after the second Distribution Date after the first possible Optional

Termination Date, the margin on each of the Class A-I-3 Certificates and

Class A-II Certificates will double and the margin on each of the Class M

Certificates and Class B Certificates will increase by 1.5 times.

(3) The Class SB Interest will accrue interest at its variable Pass-Through Rate

on the Uncertificated Notional Amount of the Class SB Interest outstanding

from time to time which shall equal the Uncertificated Principal Balance of

the REMIC II Regular Interests. The Class SB Interest will not accrue

interest on its Uncertificated Principal Balance.

(4) For federal income tax purposes, the Class IO Interest will not have a

Pass-Through Rate, but will be entitled to 100% of the amounts distributed

on REMIC II Regular Interest IO.

(5) For federal income tax purposes, the Class IO Interest will not have an

Uncertificated Principal Balance, but will have a notional amount equal to

the Uncertificated Notional Amount of REMIC II Regular Interest IO.

(6) This Class of Certificates represents ownership of a "regular interest" in

REMIC III. Any amount distributed on this Class of Certificates on any

Distribution Date in excess of the amount distributable on the related REMIC

III Regular Interest on such Distribution Date shall be treated for federal

income tax purposes as having been paid from the Reserve Fund or the Swap

Account, as applicable, and any amount distributable on such REMIC III

Regular Interest on such Distribution Date in excess of the amount

distributable on such Class of Certificates on such Distribution Date shall

be treated as having been paid to the Swap Account, all pursuant to and as

further provided in Section 4.09 hereof.

<PAGE>

REMIC IV

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

segregated pool of assets consisting of the Class SB Interest as a REMIC for

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

designated as "REMIC IV." The Class R-IV Certificate represents the sole class

of "residual interests" in REMIC IV for purposes of the REMIC Provisions.

The following table sets forth the Class designation, Pass-Through Rate,

Initial Certificate Principal Balance and, for purposes of satisfying Treasury

Regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for

the indicated Class of Certificates that represents a "regular interest" in

REMIC IV created hereunder:

<PAGE>

<TABLE>

INITIAL CERTIFICATE LATEST POSSIBLE

CLASS DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE

SB Variable(1) $2,500,410.70 May 25, 2035

</TABLE>

_______________

(1) The Class SB Certificates will receive 100% of amounts received in

respect of the Class SB Interest.

REMIC V

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

segregated pool of assets consisting of the Class IO Interest as a REMIC for

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

designated as "REMIC V." The Class R-V Certificate represents the sole class of

"residual interests" in REMIC V for purposes of the REMIC Provisions.

The following table sets forth the designation, Pass-Through Rate,

initial Uncertificated Principal Balance and, for purposes of satisfying

Treasury Regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity

date" for the indicated class of interests that represents a "regular interest"

in REMIC V created hereunder:

<TABLE>

INITIAL

UNCERTIFICATED LATEST POSSIBLE

DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE

IO(1) (2) (3) May 25, 2035

</TABLE>

_______________

(1) REMIC V Regular Interest IO will be held as an asset of the Swap

Account established by the Trustee.

(2) REMIC V Regular Interest IO will not have a Pass-Through Rate, but

will receive 100% of amounts received in respect of the Class IO

Interest.

(3) REMIC V Regular Interest IO will not have an Uncertificated Principal

Balance, but will have a notional amount equal to the Uncertificated

Notional Amount of the Class IO Interest.

<PAGE>

The Mortgage Loans have an aggregate Cut-off Date Principal Balance

equal to $500,000,410.70. The Mortgage Loans are fixed-rate and adjustable-rate,

fully amortizing, first lien mortgage loans having terms to maturity at

origination or modification of generally not more than 30 years.

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 and

the Class A, Class M and Class B Certificates, interest accrued during the

preceding Interest Accrual Period on its Certificate Principal Balance

immediately prior to such Distribution Date at the related Pass-Through Rate for

that Distribution Date.

The amount of Accrued Certificate Interest on each Class of Certificates

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

Mortgage Loans during the prior calendar month (to the extent not covered by

Eligible Master Servicing Compensation pursuant to Section 3.16) and Relief Act

Shortfalls on Mortgage Loans during the related Due Period, in each case to the

extent allocated to that Class of Certificates pursuant to Section 4.02(k); and

(b) the interest portion of Realized Losses allocated to such Class through

Subordination as described in Section 4.05.

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

interest accrued during the preceding Interest Accrual Period at the related

Pass-Through Rate for that Distribution Date on the notional amount as specified

in the definition of Pass-Through Rate, immediately prior to such Distribution

Date in each case, reduced by any interest shortfalls with respect to the

Mortgage Loans including Prepayment Interest Shortfalls to the extent not

covered by Eligible Master Servicing Compensation pursuant to Section 3.16 or by

Excess Cash Flow pursuant to clauses (xviii) and (xix) of Section 4.02(f) or by

the Swap Agreement pursuant to clauses (C) and (D) of Section 4.09(c). In

addition, Accrued Certificate Interest with respect to each Distribution Date,

as to the Class SB Certificates, shall be reduced by an amount equal to the

interest portion of Realized Losses allocated to the Overcollateralization

Amount pursuant to Section 4.05 hereof. Accrued Certificate Interest on the

Class A, Class M and Class B Certificates shall accrue on the basis of a 360-day

year and the actual number of days in the related Interest Accrual Period.

Accrued Certificate Interest on the Class SB Certificates shall accrue on the

basis of a 360 day year consisting of twelve 30 day months.

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

related Subservicing Fee Rate.

Adjustment Date: As to each adjustable-rate Mortgage Loan, each date set

forth in the related Mortgage Note on which an adjustment to the interest rate

on such Mortgage Loan becomes effective.

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

Servicer, pursuant to Section 4.04.

<PAGE>

Affected Party: As defined in the Swap Agreement.

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, 4.07 or 4.08

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, Insurance Proceeds, REO Proceeds, Subsequent Recoveries 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, (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, or (iii) with respect to the

Mortgage Loans for which a broker's price opinion was obtained, the value

contained in such opinion.

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.

Available Distribution Amount: As to any Distribution Date, an amount

equal to (a) the sum of (i) the amount relating to the Mortgage Loans on deposit

in the Custodial Account as of the close of business on the immediately

preceding Determination Date, including any Subsequent Recoveries, and amounts

<PAGE>

deposited in the Custodial Account in connection with the substitution of

Qualified Substitute Mortgage Loans, (ii) the amount of any Advance made on the

immediately preceding Certificate Account Deposit Date, (iii) any amount

deposited in the Certificate Account on the related Certificate Account Deposit

Date pursuant to Section 3.12(a), (iv) any amount that the Master Servicer is

not permitted to withdraw from the Custodial Account pursuant to Section 3.16(e)

and (v) any amount deposited in the Certificate Account pursuant to Section 4.07

or 4.08 and any amounts deposited in the Custodial Account pursuant to Section

9.01, reduced by (b) the sum as of the close of business on the immediately

preceding Determination Date of: (w) any payments or collections consisting of

prepayment charges on the Mortgage Loans that were received during the related

Prepayment Period, (x) the Amount Held for Future Distribution, (y) amounts

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

pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a) and (z) any Net Swap

Payments and Swap Termination Payments not due to a Swap Provider Trigger Event

for such Distribution Date.

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

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.

Call Rights: As defined in Section 9.01(e).

Capitalization Reimbursement Amount: As to any Distribution Date, the

amount of unreimbursed Advances or Servicing Advances that were added to the

Stated Principal Balance of the related Mortgage Loans during the preceding

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

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

Cash Liquidation: 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.

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

Certificate, Class SB Certificate or Class R Certificate.

Certificate Account: The account or accounts created and maintained

pursuant to Section 4.01, which shall be entitled "JPMorgan Chase Bank, N.A., as

trustee, in trust for the registered holders of Residential Asset Mortgage

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

2005-RS5" and which must be an Eligible Account.

<PAGE>

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 any Class A, Class M or

Class B Certificate, on any date of determination, an amount equal to (i) the

Initial Certificate Principal Balance of such Certificate as specified on the

face thereof minus (ii) the sum of (x) the aggregate of all amounts previously

distributed with respect to such Certificate (or any predecessor Certificate)

and applied to reduce the Certificate Principal Balance thereof pursuant to

Section 4.02(f) and (y) the aggregate of all reductions in Certificate Principal

Balance deemed to have occurred in connection with Realized Losses which were

previously allocated to such Certificate (or any predecessor Certificate)

pursuant to Section 4.05, provided, that with respect to any Distribution Date,

the Certificate Principal Balance of each class of Class A, Class M and Class B

Certificates to which a Realized Loss was previously allocated and remains

unreimbursed will be increased, sequentially, as follows: first, the Class A

Certificates on a pro rata basis, then the Class M-1, Class M-2, Class M-3,

Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B-1,

Class B-2 and Class B-3 Certificates, in that order, to the extent of Realized

Losses previously allocated thereto and remaining unreimbursed, but only to the

extent of Subsequent Recoveries received during the previous calendar month.

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

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

amount equal to the excess, if any, of (A) the then aggregate Stated Principal

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

Balance of the Class A, Class M and Class B Certificates then outstanding. The

Class R Certificates will not have a Certificate Principal Balance.

Certificate Register and Certificate Registrar: The register maintained

and the registrar appointed pursuant to Section 5.02.

<PAGE>

Class: Collectively, all of the Certificates or uncertificated interests

bearing the same designation.

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

A-I-3 or Class A-II Certificates.

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

A-I-3 Certificates.

Class A-I Principal Distribution Amount: On any Distribution Date, the

Class A Principal Distribution Amount multiplied by a fraction, the numerator of

which is the portion of the Principal Allocation Amount related to the Group I

Loans for that Distribution Date and the denominator of which is the Principal

Allocation Amount for all of the Mortgage Loans for that Distribution Date.

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

Class A-II Principal Distribution Amount: On any Distribution Date, the

Class A Principal Distribution Amount multiplied by a fraction, the numerator of

which is the portion of the Principal Allocation Amount related to the Group II

Loans for that Distribution Date and the denominator of which is the Principal

Allocation Amount for all of the Mortgage Loans for that Distribution Date.

Class A Basis Risk Shortfall: With respect to the Class A Certificates

and any Distribution Date for which the Pass-Through Rate for any such Class of

Certificates is equal to the Net WAC Cap Rate, the excess, if any, of (x)

Accrued Certificate Interest on that Class of Certificates on such Distribution

Date, calculated at a rate equal to the lesser of (a) LIBOR plus the related

Class A Margin, as calculated for such Distribution Date, and (b) the Maximum

Mortgage Loan Rate, over (y) Accrued Certificate Interest on such Class of Class

A Certificates for such Distribution Date calculated at the Net WAC Cap Rate.

Class A Basis Risk Shortfall Carry-Forward Amount: With respect to each

Class of Class A Certificates and any Distribution Date, the sum of (a) the

aggregate amount of Basis Risk Shortfall for such Class on such Distribution

Date plus (b) any Class A Basis Risk Shortfall Carry-Forward Amount for such

Class remaining unpaid from the preceding Distribution Date, plus (c) one

month's interest on the amount in clause (b) (based on the number of days in the

preceding Interest Accrual Period), to the extent previously unreimbursed by

Excess Cash Flow or the Swap Agreement pursuant to Section 4.02(f)(xx) or

Section 4.09(c)(E), at a rate equal to the related Pass-Through Rate.

Class A Interest Distribution Amount: With respect to each Class of

Class A Certificates and any Distribution Date, the aggregate amount of Accrued

Certificate Interest to be distributed to the holders of such Class of Class A

Certificates for such Distribution Date, plus any related Accrued Certificate

Interest thereon remaining unpaid from any prior Distribution Date, less any

related Prepayment Interest Shortfalls for such Distribution Date not covered by

Eligible Master Servicing Compensation and any Relief Act Shortfalls for such

Distribution Date, allocated among the Class A Certificates as described herein

from the sources and in the priority as follows:

<PAGE>

(i) first, from the Interest Remittance Amount derived from the related

Sub-Group;

(ii) second, from the Interest Remittance Amount derived from the non-related

Sub-Group after taking into account any payments in respect of interest

on the non-related Classes of Class A Certificates made in clause (i)

above;

(iii) third, from the Principal Remittance Amount derived from the related

Sub-Group; and

(iv) fourth, from the Principal Remittance Amount derived from the

non-related Sub-Group after taking into account any payments in respect

of interest on the non-related Classes of Class A Certificates made in

clause (iii) above.

Class A Margin: With respect to the Class A-I-1 Certificates, 0.110% per

annum. With respect to the Class A-I-2 Certificates, 0.220% per annum. With

respect to the Class A-I-3 Certificates, initially 0.340% per annum, and on any

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

possible Optional Termination Date, 0.680% per annum. With respect to the Class

A-II Certificates, initially 0.225% per annum, and on any Distribution Date on

or after the second Distribution Date after the first possible Optional

Termination Date, 0.450% per annum.

Class A Principal Distribution Amount: With respect to any Distribution

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

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

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

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

of:

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

and

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

Principal Balance of the Class A Certificates immediately prior to that

Distribution Date over (B) the lesser of (x) the product of (1) the

applicable Subordination Percentage and (2) the aggregate Stated

Principal Balance of the Mortgage Loans after giving effect to

distributions to be made on that Distribution Date and (y) the aggregate

Stated Principal Balance of the Mortgage Loans after giving effect to

distributions to be made on that Distribution Date, less the

Overcollateralization Floor.

Class B Basis Risk Shortfall: With respect to the Class B-1, Class B-2

and Class B-3 Certificates and any Distribution Date for which the Pass-Through

Rate for any such Class of Certificates is equal to the Net WAC Cap Rate, the

excess, if any, of (x) Accrued Certificate Interest on that Class of

Certificates on such Distribution Date, using the lesser of (a) LIBOR plus the

related Class B Margin, as calculated for such Distribution Date, and (b) the

Maximum Mortgage Loan Rate, over (y) Accrued Certificate Interest on such Class

of Class B Certificates for such Distribution Date calculated at the Net WAC Cap

Rate.

Class B Basis Risk Shortfall Carry-Forward Amount: With respect to the

Class B-1, Class B-2 and Class B-3 Certificates and any Distribution Date, the

sum of (a) the aggregate amount of Class B Basis Risk Shortfall for each such

Class on such Distribution Date plus (b) any Class B Basis Risk Shortfall

Carry-Forward Amount for such Classes remaining unpaid from the preceding

Distribution Date, plus (c) one month's interest on the amount in clause (b)

(based on the number of days in the preceding Interest Accrual Period), to the

extent previously unreimbursed by Excess Cash Flow or the Swap Agreement

pursuant to Section 4.02(f)(xx) or Section 4.09(c)(E), at a rate equal to the

related Pass-Through Rate.

<PAGE>

Class B Certificate: Any one of the Class B-1, Class B-2 or Class B-3

Certificates.

Class B Margin: With respect to each class of the Class B Certificates,

initially 3.000% per annum, and on any Distribution Date on or after the second

Distribution Date after the first possible Optional Termination Date, 4.500% per

annum.

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, Class B-3, Class SB

and Class R Certificates with respect to distributions and the allocation of

Realized Losses as set forth in Section 4.05, and evidencing (i) an interest

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

Provisions, (ii) the right to receive the Class B Basis Risk Shortfall

Carry-Forward Amount from the Reserve Fund and the Swap Account and (iii) the

obligation to pay the Class IO Distribution Amount.

Class B-1 Interest Distribution Amount: With respect to the Class B-1

Certificates and any Distribution Date, the aggregate amount of Accrued

Certificate Interest to be distributed to the holders of such Class for such

Distribution Date, plus any related Accrued Certificate Interest remaining

unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls

for such Distribution Date not covered by Eligible Master Servicing Compensation

and any Relief Act Shortfalls for such Distribution Date allocated as described

herein to the Class B-1 Certificates.

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

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

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

Principal Distribution Amount for that Distribution Date after distribution of

the Class A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,

Class M-7, Class M-8 and Class M-9 Principal Distribution Amounts or (ii) on or

after the Stepdown Date if a Trigger Event is not in effect for that

Distribution Date, the lesser of:

(i) the remaining Principal Distribution Amount for that

Distribution Date after distribution of the Class A, Class M-1, Class

M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8

and Class M-9 Principal Distribution Amounts; and

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

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

Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and

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

Class A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class

M-6, Class M-7, Class M-8 and Class M-9 Principal Distribution Amounts

for that Distribution Date) and (2) the Certificate Principal Balance of

the Class B-1 Certificates immediately prior to that Distribution Date

over (B) the lesser of (x) the product of (1) the applicable

Subordination Percentage and (2) the aggregate Stated Principal Balance

of the Mortgage Loans after giving effect to distributions to be made on

that Distribution Date and (y) the aggregate Stated Principal Balance of

the Mortgage Loans after giving effect to distributions to be made that

Distribution Date, less the Overcollateralization Floor.

<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, Class SB and Class R

Certificates with respect to distributions and the allocation of Realized Losses

as set forth in Section 4.05, and evidencing (i) an interest designated as a

"regular interest" in REMIC III for purposes of the REMIC Provisions, (ii) the

right to receive the Class B Basis Risk Shortfall Carry-Forward Amount from the

Reserve Fund and the Swap Account and (iii) the obligation to pay the Class IO

Distribution Amount.

Class B-2 Interest Distribution Amount: With respect to the Class B-2

Certificates and any Distribution Date, the aggregate amount of Accrued

Certificate Interest to be distributed to the holders of such Class for such

Distribution Date, plus any related Accrued Certificate Interest remaining

unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls

for such Distribution Date not covered by Eligible Master Servicing Compensation

and any Relief Act Shortfalls for such Distribution Date allocated as described

herein to the Class B-2 Certificates.

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

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

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

Principal Distribution Amount for that Distribution Date after distribution of

the Class A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,

Class M-7, Class M-8, Class M-9 and Class B-1 Principal Distribution Amounts or

(ii) on or after the Stepdown Date if a Trigger Event is not in effect for that

Distribution Date, the lesser of:

(i) the remaining Principal Distribution Amount for that

Distribution Date after distribution of the Class A, Class M-1, Class

M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,

Class M-9 and Class B-1 Principal Distribution Amounts; and

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

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

Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class

M-9 and Class B-1 Certificates (after taking into account the payment of

the Class A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,

Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1 Principal

Distribution Amounts for that Distribution Date) and (2) the Certificate

Principal Balance of the Class B-2 Certificates immediately prior to

that Distribution Date over (B) the lesser of (x) the product of (1) the

applicable Subordination Percentage and (2) the aggregate Stated

Principal Balance of the Mortgage Loans after giving effect to

distributions to be made on that Distribution Date and (y) the aggregate

Stated Principal Balance of the Mortgage Loans after giving effect to

distributions to be made that Distribution Date, less the

Overcollateralization Floor.

<PAGE>

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, senior to the Class SB Certificates and Class

R Certificates with respect to distributions and the allocation of Realized

Losses as set forth in Section 4.05, and evidencing (i) an interest designated

as a "regular interest" in REMIC III for purposes of the REMIC Provisions, (ii)

the right to receive the Class B Basis Risk Shortfall Carry-Forward Amount from

the Reserve Fund and the Swap Account and (iii) the obligation to pay the Class

IO Distribution Amount.

Class B-3 Interest Distribution Amount: With respect to the Class B-3

Certificates and any Distribution Date, the aggregate amount of Accrued

Certificate Interest to be distributed to the holders of such Class for such

Distribution Date, plus any related Accrued Certificate Interest remaining

unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls

for such Distribution Date not covered by Eligible Master Servicing Compensation

and any Relief Act Shortfalls for such Distribution Date allocated as described

herein to the Class B-3 Certificates.

Class B-3 Principal Distribution Amount: With respect to any

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

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

Principal Distribution Amount for that Distribution Date after distribution of

the Class A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,

Class M-7, Class M-8, Class M-9, Class B-1 and Class B-2 Principal Distribution

Amounts or (ii) on or after the Stepdown Date if a Trigger Event is not in

effect for that Distribution Date, the lesser of:

(i) the remaining Principal Distribution Amount for that

Distribution Date after distribution of the Class A, Class M-1, Class

M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,

Class M-9, Class B-1 and Class B-2 Principal Distribution Amounts; and

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

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

Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class

M-9, Class B-1 and Class B-2 Certificates (after taking into account the

payment of the Class A, Class M-1, Class M-2, Class M-3, Class M-4,

Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B-1 and

Class B-2 Principal Distribution Amounts for that Distribution Date) and

(2) the Certificate Principal Balance of the Class B-3 Certificates

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

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

aggregate Stated Principal Balance of the Mortgage Loans after giving

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

aggregate Stated Principal Balance of the Mortgage Loans after giving

effect to distributions to be made that Distribution Date, less the

Overcollateralization Floor.

<PAGE>

Class IO Distribution Amount: As defined in Section 4.09(h) hereof. For

purposes of clarity, the Class IO Distribution Amount for any Distribution Date

shall equal the amount payable to the Swap Account on such Distribution Date in

excess of the amount payable on REMIC V Regular Interest IO on such Distribution

Date, all as further provided in Section 4.09(b) hereof.

Class IO Interest: An uncertificated interest in the Trust Fund held by

the Trustee on behalf of the Holders of REMIC V Regular Interest IO and the

Class R-V Certificate, evidencing a Regular Interest in REMIC III for purposes

of the REMIC Provisions.

Class M Certificate: Any one of the Class M-1, Class M-2, Class M-3,

Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 or Class M-9 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, Class M-4,

Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B-1, Class B-2,

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

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

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

the REMIC Provisions, (ii) the right to receive the Class M Basis Risk Shortfall

Carry-Forward Amount from the Reserve Fund and the Swap Account and (iii) the

obligation to pay the Class IO Distribution Amount.

Class M-1 Interest Distribution Amount: With respect to the Class M-1

Certificates and any Distribution Date, the aggregate amount of Accrued

Certificate Interest to be distributed to the holders of such Class for such

Distribution Date, plus any related Accrued Certificate Interest remaining

unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls

for such Distribution Date not covered by Eligible Master Servicing Compensation

and any Relief Act Shortfalls for such Distribution Date allocated as described

herein to the Class M-1 Certificates.

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

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

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

Principal Distribution Amount for that Distribution Date after distribution of

the Class A Principal Distribution Amount or (ii) on or after the Stepdown Date

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

(i) the remaining Principal Distribution Amount for that

Distribution Date after distribution of the Class A Principal

Distribution Amount; and

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

Certificate Principal Balance of the Class A Certificates (after taking

into account the payment of the Class A Principal Distribution Amount

for that Distribution Date) and (2) the Certificate Principal Balance of

the Class M-1 Certificates immediately prior to that Distribution Date

over (B) the lesser of (x) the product of (1) the applicable

Subordination Percentage and (2) the aggregate Stated Principal Balance

of the Mortgage Loans after giving effect to distributions to be made on

that Distribution Date and (y) the aggregate Stated Principal Balance of

the Mortgage Loans after giving effect to distributions to be made that

Distribution Date, less the Overcollateralization Floor.

<PAGE>

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

the Trustee and authenticated by the Certificate Registrar substantially in the

form annexed hereto as Exhibit B, senior to the Class M-3, Class M-4, Class M-5,

Class M-6, Class M-7, Class M-8, Class M-9, Class B-1, Class B-2, Class B-3,

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

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

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

REMIC Provisions, (ii) the right to receive the Class M Basis Risk Shortfall

Carry-Forward Amount from the Reserve Fund and the Swap Account and (iii) the

obligation to pay the Class IO Distribution Amount.

Class M-2 Interest Distribution Amount: With respect to the Class M-2

Certificates and any Distribution Date, the aggregate amount of Accrued

Certificate Interest to be distributed to the holders of such Class for such

Distribution Date, plus any related Accrued Certificate Interest remaining

unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls

for such Distribution Date not covered by Eligible Master Servicing Compensation

and any Relief Act Shortfalls for such Distribution Date allocated as described

herein to the Class M-2 Certificates.

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

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

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

Principal Distribution Amount for that Distribution Date after distribution of

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

Distribution Amount or (ii) on or after the Stepdown Date if a Trigger Event is

not in effect for that Distribution Date, the lesser of:

(i) the remaining Principal Distribution Amount for that

Distribution Date after distribution of the Class A Principal

Distribution Amount and the Class M-1 Principal Distribution Amount; and

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

Certificate Principal Balance of the Class A Certificates and Class M-1

Certificates (after taking into account the payment of the Class A

Principal Distribution Amount and the Class M-1 Principal Distribution

Amount for that Distribution Date) and (2) the Certificate Principal

Balance of the Class M-2 Certificates immediately prior to that

Distribution Date over (B) the lesser of (x) the product of (1) the

applicable Subordination Percentage and (2) the aggregate Stated

Principal Balance of the Mortgage Loans after giving effect to

distributions to be made on that Distribution Date and (y) the aggregate

Stated Principal Balance of the Mortgage Loans after giving effect to

distributions to be made that Distribution Date, less the

Overcollateralization Floor.

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 M-4, Class M-5, Class M-6,

Class M-7, Class M-8, Class M-9, Class B-1, Class B-2, Class B-3, Class SB and

Class R Certificates with respect to distributions and the allocation of

Realized Losses as set forth in Section 4.05, and evidencing (i) an interest

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

Provisions, (ii) the right to receive the Class M Basis Risk Shortfall

Carry-Forward Amount from the Reserve Fund and the Swap Account and (iii) the

obligation to pay the Class IO Distribution Amount.

<PAGE>

Class M-3 Interest Distribution Amount: With respect to the Class M-3

Certificates and any Distribution Date, the aggregate amount of Accrued

Certificate Interest to be distributed to the holders of such Class for such

Distribution Date, plus any related Accrued Certificate Interest remaining

unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls

for such Distribution Date not covered by Eligible Master Servicing Compensation

and any Relief Act Shortfalls for such Distribution Date allocated as described

herein to the Class M-3 Certificates.

Class M-3 Principal Distribution Amount: With respect to any

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

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

Principal Distribution Amount for that Distribution Date after distribution of

the Class A, Class M-1 and Class M-2 Principal Distribution Amounts or (ii) on

or after the Stepdown Date if a Trigger Event is not in effect for that

Distribution Date, the lesser of:

(i) the remaining Principal Distribution Amount for that

Distribution Date after distribution of the Class A, Class M-1 and Class

M-2 Principal Distribution Amounts; and

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

Certificate Principal Balance of the Class A, Class M-1 and Class M-2

Certificates (after taking into account the payment of the Class A,

Class M-1 and Class M-2 Principal Distribution Amounts for that

Distribution Date) and (2) the Certificate Principal Balance of the

Class M-3 Certificates immediately prior to that Distribution Date over

(B) the lesser of (x) the product of (1) the applicable Subordination

Percentage and (2) the aggregate Stated Principal Balance of the

Mortgage Loans after giving effect to distributions to be made on that

Distribution Date and (y) the aggregate Stated Principal Balance of the

Mortgage Loans after giving effect to distributions to be made that

Distribution Date, less the Overcollateralization Floor.

Class M-4 Certificate: Any one of the Class M-4 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-5, Class M-6, Class M-7,

Class M-8, Class M-9, Class B-1, Class B-2, Class B-3, Class SB and Class R

Certificates with respect to distributions and the allocation of Realized Losses

as set forth in Section 4.05, and evidencing (i) an interest designated as a

"regular interest" in REMIC III for purposes of the REMIC Provisions, (ii) the

right to receive the Class M Basis Risk Shortfall Carry-Forward Amount from the

Reserve Fund and the Swap Account and (iii) the obligation to pay the Class IO

Distribution Amount.

Class M-4 Interest Distribution Amount: With respect to the Class M-4

Certificates and any Distribution Date, the aggregate amount of Accrued

Certificate Interest to be distributed to the holders of such Class for such

Distribution Date, plus any related Accrued Certificate Interest remaining

unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls

for such Distribution Date not covered by Eligible Master Servicing Compensation

and any Relief Act Shortfalls for such Distribution Date allocated as described

herein to the Class M-4 Certificates.

<PAGE>

Class M-4 Principal Distribution Amount: With respect to any

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

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

Principal Distribution Amount for that Distribution Date after distribution of

the Class A, Class M-1, Class M-2 and Class M-3 Principal Distribution Amounts

or (ii) on or after the Stepdown Date if a Trigger Event is not in effect for

that Distribution Date, the lesser of:

(i) the remaining Principal Distribution Amount for that

Distribution Date after distribution of the Class A, Class M-1, Class

M-2 and Class M-3 Principal Distribution Amounts; and

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

Certificate Principal Balance of the Class A, Class M-1, Class M-2 and

Class M-3 Certificates (after taking into account the payment of the

Class A, Class M-1, Class M-2 and Class M-3 Principal Distribution

Amounts for that Distribution Date) and (2) the Certificate Principal

Balance of the Class M-4 Certificates immediately prior to that

Distribution Date over (B) the lesser of (x) the product of (1) the

applicable Subordination Percentage and (2) the aggregate Stated

Principal Balance of the Mortgage Loans after giving effect to

distributions to be made on that Distribution Date and (y) the aggregate

Stated Principal Balance of the Mortgage Loans after giving effect to

distributions to be made that Distribution Date, less the

Overcollateralization Floor.

Class M-5 Certificate: Any one of the Class M-5 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-6, Class M-7, Class M-8,

Class M-9, Class B-1, Class B-2, Class B-3, Class SB and Class R Certificates

with respect to distributions and the allocation of Realized Losses as set forth

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

interest" in REMIC III for purposes of the REMIC Provisions, (ii) the right to

receive the Class M Basis Risk Shortfall Carry-Forward Amount from the Reserve

Fund and the Swap Account and (iii) the obligation to pay the Class IO

Distribution Amount.

Class M-5 Interest Distribution Amount: With respect to the Class M-5

Certificates and any Distribution Date, the aggregate amount of Accrued

Certificate Interest to be distributed to the holders of such Class for such

Distribution Date, plus any related Accrued Certificate Interest remaining

unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls

for such Distribution Date not covered by Eligible Master Servicing Compensation

and any Relief Act Shortfalls for such Distribution Date allocated as described

herein to the Class M-5 Certificates.

Class M-5 Principal Distribution Amount: With respect to any

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

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

Principal Distribution Amount for that Distribution Date after distribution of

the Class A, Class M-1, Class M-2, Class M-3 and Class M-4 Principal

Distribution Amounts or (ii) on or after the Stepdown Date if a Trigger Event is

not in effect for that Distribution Date, the lesser of:

<PAGE>

(i) the remaining Principal Distribution Amount for that

Distribution Date after distribution of the Class A, Class M-1, Class

M-2, Class M-3 and Class M-4 Principal Distribution Amounts; and

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

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

Class M-3 and Class M-4 Certificates (after taking into account the

payment of the Class A, Class M-1, Class M-2, Class M-3 and Class M-4

Principal Distribution Amounts for that Distribution Date) and (2) the

Certificate Principal Balance of the Class M-5 Certificates immediately

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

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

Stated Principal Balance of the Mortgage Loans after giving effect to

distributions to be made on that Distribution Date and (y) the aggregate

Stated Principal Balance of the Mortgage Loans after giving effect to

distributions to be made that Distribution Date, less the

Overcollateralization Floor.

Class M-6 Certificate: Any one of the Class M-6 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-7, Class M-8, Class M-9,

Class B-1, Class B-2, Class B-3, Class SB and Class R Certificates with respect

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

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

III for purposes of the REMIC Provisions, (ii) the right to receive the Class M

Basis Risk Shortfall Carry-Forward Amount from the Reserve Fund and the Swap

Account and (iii) the obligation to pay the Class IO Distribution Amount.

Class M-6 Interest Distribution Amount: With respect to the Class M-6

Certificates and any Distribution Date, the aggregate amount of Accrued

Certificate Interest to be distributed to the holders of such Class for such

Distribution Date, plus any related Accrued Certificate Interest remaining

unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls

for such Distribution Date not covered by Eligible Master Servicing Compensation

and any Relief Act Shortfalls for such Distribution Date allocated as described

herein to the Class M-6 Certificates.

<PAGE>

Class M-6 Principal Distribution Amount: With respect to any

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

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

Principal Distribution Amount for that Distribution Date after distribution of

the Class A, Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Principal

Distribution Amounts or (ii) on or after the Stepdown Date if a Trigger Event is

not in effect for that Distribution Date, the lesser of:

(i) the remaining Principal Distribution Amount for that

Distribution Date after distribution of the Class A, Class M-1, Class

M-2, Class M-3, Class M-4 and Class M-5 Principal Distribution Amounts;

and

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

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

Class M-3, Class M-4 and Class M-5 Certificates (after taking into

account the payment of the Class A, Class M-1, Class M-2, Class M-3,

Class M-4 and Class M-5 Principal Distribution Amounts for that

Distribution Date) and (2) the Certificate Principal Balance of the

Class M-6 Certificates immediately prior to that Distribution Date over

(B) the lesser of (x) the product of (1) the applicable Subordination

Percentage and (2) the aggregate Stated Principal Balance of the

Mortgage Loans after giving effect to distributions to be made on that

Distribution Date and (y) the aggregate Stated Principal Balance of the

Mortgage Loans after giving effect to distributions to be made that

Distribution Date, less the Overcollateralization Floor.

Class M-7 Certificate: Any one of the Class M-7 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-8, Class M-9, Class B-1,

Class B-2, Class B-3, Class SB and Class R Certificates with respect to

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

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

III for purposes of the REMIC Provisions, (ii) the right to receive the Class M

Basis Risk Shortfall Carry-Forward Amount from the Reserve Fund and the Swap

Account and (iii) the obligation to pay the Class IO Distribution Amount.

Class M-7 Interest Distribution Amount: With respect to the Class M-7

Certificates and any Distribution Date, the aggregate amount of Accrued

Certificate Interest to be distributed to the holders of such Class for such

Distribution Date, plus any related Accrued Certificate Interest remaining

unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls

for such Distribution Date not covered by Eligible Master Servicing Compensation

and any Relief Act Shortfalls for such Distribution Date allocated as described

herein to the Class M-7 Certificates.

<PAGE>

Class M-7 Principal Distribution Amount: With respect to any

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

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

Principal Distribution Amount for that Distribution Date after distribution of

the Class A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6

Principal Distribution Amounts or (ii) on or after the Stepdown Date if a

Trigger Event is not in effect for that Distribution Date, the lesser of:

(i) the remaining Principal Distribution Amount for that

Distribution Date after distribution of the Class A, Class M-1, Class

M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Principal

Distribution Amounts; and

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

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

Class M-3, Class M-4, Class M-5 and Class M-6 Certificates (after taking

into account the payment of the Class A, Class M-1, Class M-2, Class

M-3, Class M-4, Class M-5 and Class M-6 Principal Distribution Amounts

for that Distribution Date) and (2) the Certificate Principal Balance of

the Class M-7 Certificates immediately prior to that Distribution Date

over (B) the lesser of (x) the product of (1) the applicable

Subordination Percentage and (2) the aggregate Stated Principal Balance

of the Mortgage Loans after giving effect to distributions to be made on

that Distribution Date and (y) the aggregate Stated Principal Balance of

the Mortgage Loans after giving effect to distributions to be made that

Distribution Date, less the Overcollateralization Floor.

Class M-8 Certificate: Any one of the Class M-8 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-9, Class B-1, Class B-2,

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

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

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

the REMIC Provisions, (ii) the right to receive the Class M Basis Risk Shortfall

Carry-Forward Amount from the Reserve Fund and the Swap Account and (iii) the

obligation to pay the Class IO Distribution Amount.

Class M-8 Interest Distribution Amount: With respect to the Class M-8

Certificates and any Distribution Date, the aggregate amount of Accrued

Certificate Interest to be distributed to the holders of such Class for such

Distribution Date, plus any related Accrued Certificate Interest remaining

unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls

for such Distribution Date not covered by Eligible Master Servicing Compensation

and any Relief Act Shortfalls for such Distribution Date allocated as described

herein to the Class M-8 Certificates.

<PAGE>

Class M-8 Principal Distribution Amount: With respect to any

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

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

Principal Distribution Amount for that Distribution Date after distribution of

the Class A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6

and Class M-7 Principal Distribution Amounts or (ii) on or after the Stepdown

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

of:

(i) the remaining Principal Distribution Amount for that

Distribution Date after distribution of the Class A, Class M-1, Class

M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Principal

Distribution Amounts; and

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

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

Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates

(after taking into account the payment of the Class A, Class M-1, Class

M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Principal

Distribution Amounts for that Distribution Date) and (2) the Certificate

Principal Balance of the Class M-8 Certificates immediately prior to

that Distribution Date over (B) the lesser of (x) the product of (1) the

applicable Subordination Percentage and (2) the aggregate Stated

Principal Balance of the Mortgage Loans after giving effect to

distributions to be made on that Distribution Date and (y) the aggregate

Stated Principal Balance of the Mortgage Loans after giving effect to

distributions to be made that Distribution Date, less the

Overcollateralization Floor.

Class M-9 Certificate: Any one of the Class M-9 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-1, Class B-2, Class B-3,

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

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

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

the REMIC Provisions, (ii) the right to receive the Class M Basis Risk Shortfall

Carry-Forward Amount from the Reserve Fund and the Swap Account and (iii) the

obligation to pay the Class IO Distribution Amount.

Class M-9 Interest Distribution Amount: With respect to the Class M-9

Certificates and any Distribution Date, the aggregate amount of Accrued

Certificate Interest to be distributed to the holders of such Class for such

Distribution Date, plus any related Accrued Certificate Interest remaining

unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls

for such Distribution Date not covered by Eligible Master Servicing Compensation

and any Relief Act Shortfalls for such Distribution Date allocated as described

herein to the Class M-9 Certificates.

<PAGE>

Class M-9 Principal Distribution Amount: With respect to any

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

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

Principal Distribution Amount for that Distribution Date after distribution of

the Class A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,

Class M-7 and Class M-8 Principal Distribution Amounts or (ii) on or after the

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

(a) the lesser of:

(i) the remaining Principal Distribution Amount for that

Distribution Date after distribution of the Class A, Class M-1, Class

M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8

Principal Distribution Amounts; and

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

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

Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8

Certificates (after taking into account the payment of the Class A,

Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class

M-7 and Class M-8 Principal Distribution Amounts for that Distribution

Date) and (2) the Certificate Principal Balance of the Class M-9

Certificates immediately prior to that Distribution Date over (B) the

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

and (2) the aggregate Stated Principal Balance of the Mortgage Loans

after giving effect to distributions to be made on that Distribution

Date and (y) the aggregate Stated Principal Balance of the Mortgage

Loans after giving effect to distributions to be made that Distribution

Date, less the Overcollateralization Floor.

Class M Basis Risk Shortfall: With respect to the Class M-1, Class M-2,

Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9

Certificates and any Distribution Date for which the Pass-Through Rate for any

such Class of Certificates is equal to the Net WAC Cap Rate, the excess, if any,

of (x) Accrued Certificate Interest on that Class of Certificates on such

Distribution Date, using the lesser of (a) LIBOR plus the related Class M

Margin, as calculated for such Distribution Date, and (b) the Maximum Mortgage

Loan Rate, over (y) Accrued Certificate Interest on such Class of Class M

Certificates for such Distribution Date calculated at the Net WAC Cap Rate.

Class M Basis Risk Shortfall Carry-Forward Amount: With respect to the

Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,

Class M-8 and Class M-9 Certificates and any Distribution Date, the sum of (a)

the aggregate amount of Class M Basis Risk Shortfall for each such Class on such

Distribution Date plus (b) any Class M Basis Risk Shortfall Carry-Forward Amount

for such Classes remaining unpaid from the preceding Distribution Date, plus (c)

one month's interest on the amount in clause (b) (based on the number of days in

the preceding Interest Accrual Period), to the extent previously unreimbursed by

Excess Cash Flow or the Swap Agreement pursuant to Section 4.02(f)(xx) or

Section 4.09(c)(E), at a rate equal to the related Pass-Through Rate.

Class M Margin: With respect to the Class M-1 Certificates, initially

0.440% per annum, and on any Distribution Date on or after the second

Distribution Date after the first possible Optional Termination Date, 0.660% per

annum. With respect to the Class M-2 Certificates, initially 0.460% per annum,

and on any Distribution Date on or after the second Distribution Date after the

first possible Optional Termination Date, 0.690% per annum. With respect to the

Class M-3 Certificates, initially 0.490% per annum, and on any Distribution Date

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

Termination Date, 0.735% per annum. With respect to the Class M-4 Certificates,

initially 0.640% per annum, and on any Distribution Date on or after the second

Distribution Date after the first possible Optional Termination Date, 0.960% per

annum. With respect to the Class M-5 Certificates, initially 0.680% per annum,

<PAGE>

and on any Distribution Date on or after the second Distribution Date after the

first possible Optional Termination Date, 1.020% per annum. With respect to the

Class M-6 Certificates, initially 0.730% per annum, and on any Distribution Date

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

Termination Date, 1.095% per annum. With respect to the Class M-7 Certificates,

initially 1.300% per annum, and on any Distribution Date on or after the second

Distribution Date after the first possible Optional Termination Date, 1.950% per

annum. With respect to the Class M-8 Certificates, initially 1.400% per annum,

and on any Distribution Date on or after the second Distribution Date after the

first possible Optional Termination Date, 2.100% per annum. With respect to the

Class M-9 Certificates, initially 1.900% per annum, and on any Distribution Date

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

Termination Date, 2.850% per annum.

Class R Certificate: Any one of the Class R-I, Class R-II, Class R-III,

Class R-IV or Class R-V 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 E 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 E and evidencing an interest designated as a

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

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

executed by the Trustee and authenticated by the Certificate Registrar

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

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

Provisions.

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

by the Trustee and authenticated by the Certificate Registrar substantially in

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

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

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

the Trustee and authenticated by the Certificate Registrar substantially in the

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

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

Class SB Certificates: Any one of the Class SB Certificates executed by

the Trustee and authenticated by the Certificate Registrar substantially in the

form annexed hereto as Exhibit D, subordinate to the Class A, Class M and Class

B Certificates with respect to distributions and the allocation of Realized

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

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

<PAGE>

Class SB Interest: An uncertificated interest in the Trust Fund held by

the Trustee on behalf of the Holders of the Class SB Certificates, evidencing

(i) a Regular Interest in REMIC III for purposes of the REMIC Provisions, (ii)

the obligation to pay Basis Risk Shortfall Amounts and Swap Termination Payments

and (iii) the right to receive the Class IO Distribution Amount.

Closing Date: May 31, 2005.

Code: The Internal Revenue Code of 1986.

Commission: The Securities and Exchange Commission.

Corporate Trust Office: The principal office of the Trustee at which at

any particular time its corporate trust business with respect to this Agreement

shall be administered, which office at the date of the execution of this

instrument is located at 4 New York Plaza, 6th Floor, New York, New York 10004,

Attention: Worldwide Securities Services/Global Debt, RAMP, Series 2005-RS5.

Corresponding Class: With respect to each REMIC II Regular Interest

(other than REMIC II Regular Interests I-AA, I-ZZ and IO), the Certificate with

the corresponding designation. With respect to the Class SB Interest and Class

IO Interest, the Class SB Certificates and REMIC V Regular Interest IO,

respectively.

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

in interest.

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 F hereto.

Custodian: A custodian appointed pursuant to a Custodial Agreement.

Cut-off Date: May 1, 2005.

Cut-off Date Balance: $500,000,410.70.

<PAGE>

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

May 2005), 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.

Defaulting Party: As defined in the Swap Agreement.

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.

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.

Derivative Contract: Any ISDA Master Agreement, together with the

related Schedule and Confirmation, entered into by the Trustee and a Derivative

Counterparty in accordance with Section 4.11.

<PAGE>

Derivative Counterparty: Any counterparty to a Derivative Contract as

provided in Section 4.11.

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 20th day

(or if such 20th day is not a Business Day, the Business Day immediately

following such 20th day) of the month of the related Distribution Date.

Disqualified Organization: Any organization defined as a "disqualified

organization" under Section 860E(e)(5) of the Code, 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

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

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

such 25th day.

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

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

Due Period: With respect to 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 dep