POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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GMACM MORTGAGE LOAN TRUST | RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., | GMAC MORTGAGE CORPORATION, | DEUTSCHE BANK NATIONAL TRUST COMPANY,

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 8/31/2005

EXECUTION COPY

RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,

Company,

GMAC MORTGAGE CORPORATION,

Servicer

and

DEUTSCHE BANK NATIONAL TRUST COMPANY,

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of May 26, 2005

GMACM Mortgage Loan Trust 2005-AR3

Residential Asset Mortgage Products, Inc.

GMACM Mortgage Pass-Through Certificates, Series 2005-AR3

<PAGE>

<TABLE>

TABLE OF CONTENTS

PAGE

<S> <C>

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

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

Section 1.02. Use of Words and Phrases.........................................46

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

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

Section 2.02. Acceptance by Trustee............................................49

Section 2.03. Representations, Warranties and Covenants of the Servicer........50

Section 2.04. Representations and Warranties of the Seller.....................51

Section 2.05. Execution and Authentication of Certificates.....................53

Section 2.06. Purposes and Powers of the Trust Fund............................53

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...........................53

Section 3.01. Servicer to Act as Servicer......................................53

Section 3.02. Subservicing Agreements Between Servicer and Subservicers;

Enforcement of Subservicers' and Seller's Obligations............55

Section 3.03. Successor Subservicers...........................................55

Section 3.04. Liability of the Servicer........................................55

Section 3.05. No Contractual Relationship Between Subservicer and Trustee

or Certificateholders............................................55

Section 3.06. Assumption or Termination of Subservicing Agreements by

Trustee..........................................................55

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

Custodial Account................................................56

Section 3.08. Subservicing Accounts; Servicing Accounts........................58

Section 3.09. Access to Certain Documentation and Information Regarding

the Mortgage Loans...............................................59

Section 3.10. Permitted Withdrawals from the Custodial Account.................59

Section 3.11. Maintenance of the Primary Insurance Policies; Collections

Thereunder.......................................................61

Section 3.12. Maintenance of Hazard Insurance and Omissions and Fidelity

Coverage.........................................................61

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

Modification Agreements; Certain Assignments.....................63

Section 3.14. Realization Upon Defaulted Mortgage Loans........................64

Section 3.15. Trustee to Cooperate; Release of Mortgage Notes..................67

Section 3.16. Servicing and Other Compensation; Compensating Interest..........68

Section 3.17. Periodic Filings with the Securities and Exchange

Commission; Additional Information...............................69

Section 3.18. Annual Statement as to Compliance................................70

Section 3.19. Annual Independent Public Accountants' Servicing Report..........70

Section 3.20. Rights of the Company in Respect of the Servicer.................70

Section 3.21. Administration of Buydown Funds..................................70

Section 3.22. Advance Facility.................................................71

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS...........................................72

Section 4.01. Payment Account..................................................72

Section 4.02. Distributions....................................................72

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

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

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

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

Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property....82

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

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

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

Section 5.02. Registration of Transfer and Exchange of Certificates............85

Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates................90

Section 5.04. Persons Deemed Owners............................................90

Section 5.05. Appointment of Paying Agent......................................91

Section 5.06. Optional Purchase of Certificates................................91

ARTICLE VI THE COMPANY AND THE SERVICER.............................................92

Section 6.01. Respective Liabilities of the Company and the Servicer...........92

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

Assignment of Rights and Delegation of Duties by Servicer........92

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

Others...........................................................93

Section 6.04. Company and Servicer Not to Resign...............................94

ARTICLE VII DEFAULT..................................................................94

Section 7.01. Events of Default................................................94

Section 7.02. Trustee to Act; Appointment of Successor.........................96

Section 7.03. Notification to Certificateholders...............................97

Section 7.04. Waiver of Events of Default......................................97

ARTICLE VIII CONCERNING THE TRUSTEE...................................................98

Section 8.01. Duties of Trustee................................................98

Section 8.02. Certain Matters Affecting the Trustee............................99

Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans...........101

Section 8.04. Trustee May Own Certificates....................................101

Section 8.05. Servicer to Pay Trustee's Fees and Expenses; Indemnification....101

Section 8.06. Eligibility Requirements for Trustee............................102

Section 8.07. Resignation and Removal of the Trustee..........................102

Section 8.08. Successor Trustee...............................................103

Section 8.09. Merger or Consolidation of Trustee..............................103

Section 8.10. Appointment of Co-Trustee or Separate Trustee...................104

Section 8.11. Appointment of Custodians.......................................104

Section 8.12. Appointment of Office or Agency.................................105

Section 8.13. U.S.A. Patriot Act..............................................105

ARTICLE IX TERMINATION.............................................................105

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

All Mortgage Loans..............................................105

Section 9.02. Additional Termination Requirements.............................107

ARTICLE X REMIC PROVISIONS........................................................108

Section 10.01. REMIC Administration............................................108

Section 10.02. Servicer, REMIC Administrator and Trustee Indemnification.......111

Section 10.03. Designation of REMIC(s).........................................111

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

Regular Interests...............................................111

Section 10.05. Compliance with Withholding Requirements........................112

ARTICLE XI MISCELLANEOUS PROVISIONS................................................112

Section 11.01. Amendment.......................................................112

Section 11.02. Recordation of Agreement; Counterparts..........................114

Section 11.03. Limitation on Rights of Certificateholders......................114

Section 11.04. Governing Law...................................................115

Section 11.05. Notices.........................................................115

Section 11.06. Required Notices to Rating Agency and Subservicer...............115

Section 11.07. Severability of Provisions......................................116

Section 11.08. Supplemental Provisions for Resecuritization....................116

Section 11.09. Allocation of Voting Rights.....................................117

Section 11.10. Non-Petition....................................................117

</TABLE>

<PAGE>

EXHIBITS

Exhibit A: Form of Class A Certificate

Exhibit B: Form of Class M Certificate

Exhibit C: Form of Class B Certificate

Exhibit D: Form of Class R Certificate

Exhibit E-1: Mortgage Loan Schedule for Loan Group 1

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

Exhibit E-3: Mortgage Loan Schedule for Loan Group 3

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

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

Exhibit F: Form of Request for Release

Exhibit G-1: Form of Transfer Affidavit and Agreement

Exhibit G-2: Form of Transferor Certificate

Exhibit H: Form of Investor Representation Letter

Exhibit I: Form of Transferor Representation Letter

Exhibit J: Form of Rule 144A Investment Representation Letter

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

Exhibit L: Information to be Included in Monthly Remittance Report

Exhibit M: Form of Custodian Certification

Exhibit N-1 Form of Form 10-K Certification

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

<PAGE>

This is the Pooling and Servicing Agreement, dated as of May 26, 2005

(the "Pooling and Servicing Agreement" or "Agreement"), among RESIDENTIAL ASSET

MORTGAGE PRODUCTS, INC., as the company (together with its permitted successors

and assigns, the "Company"), GMAC MORTGAGE CORPORATION, as servicer (together

with its permitted successors and assigns, the "Servicer"), and DEUTSCHE BANK

NATIONAL TRUST COMPANY, 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 Company intends to sell mortgage-backed pass-through certificates

(collectively, the "Certificates"), to be issued hereunder in twenty-one

Classes, which in the aggregate will evidence the entire beneficial ownership

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

assets.

REMIC I

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

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

other related assets subject to this Agreement as a real estate mortgage

investment conduit (a "REMIC") for federal income tax purposes, and such

segregated pool of assets will be designated as "REMIC I." Component I of the

Class R Certificates will represent the sole Class of "residual interests" in

REMIC I for purposes of the REMIC Provisions (as defined herein) under federal

income tax law. The following table irrevocably sets forth the designation,

remittance rate (the "Uncertificated REMIC I Pass-Through Rate") and initial

Uncertificated Principal Balance for each of the "regular interests" in REMIC I

(the "REMIC I Regular Interests"). The "latest possible maturity date"

(determined solely for purposes of satisfying Treasury regulation Section 1.860G

1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None

of the REMIC I Regular Interests will be certificated.

<PAGE>

<TABLE>

Class Designation

for each REMIC I

Regular Interest and

Component I of the Type of Certificate Initial Class

Class R Certificates Interest Interest Rate Principal Balance Final Maturity Date*

Class Y-1 Regular Variable(1) $ 16,696.36 June 2035

Class Y-2 Regular Variable(2) $ 50,341.43 June 2035

Class Y-3 Regular Variable(3) $ 94,112.55 June 2035

Class Y-4 Regular Variable(4) $ 45,380.49 June 2035

Class Y-5 Regular Variable(5) $ 55,321.56 June 2035

Class Z-1 Regular Variable(1) $ 33,376,016.39 June 2035

Class Z-2 Regular Variable(2) $100,638,590.93 June 2035

Class Z-3 Regular Variable(3) $188,130,996.75 June 2035

Class Z-4 Regular Variable(4) $ 90,715,600.72 June 2035

Class Z-5 Regular Variable(5) $110,594,489.27 June 2035

Component I

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

</TABLE>

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

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

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

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

Maturity Date.

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

applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

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

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

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

1 Loans on the applicable Class Principal Balance outstanding immediately

before such Distribution Date.

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

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

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

Balance outstanding immediately before such Distribution Date.

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

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

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

Balance outstanding immediately before such Distribution Date.

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

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

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

Balance outstanding immediately before such Distribution Date.

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

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

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

5 Loans on the applicable Class Principal Balance outstanding immediately

before such Distribution Date.

<PAGE>

REMIC II

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

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

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

designated as REMIC II. Component II of the Class R Certificates will represent

the sole Class of "residual interests" in REMIC II for purposes of the REMIC

Provisions under federal income tax law. The following table irrevocably sets

forth the designation, Pass Through Rate, aggregate Initial Certificate

Principal Balance, certain features and Month of Final Scheduled Distribution

Date for each Class of Certificates comprising the interests representing

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

solely for purposes of satisfying Treasury Regulation Section

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

the Maturity Date.

<TABLE>

Class Designation

for each REMIC III ! Final

Regular Interest and Aggregate Initial Scheduled

Component II of the Type of Pass-Through Class Principal Distribution

Class R Certificates Interest Rate(1)(2) Balance Features Date

Class 1-A Regular Variable $ 31,856,000 Senior, Pass-Through June 2035

Class 2-A-1 Regular Variable $ 91,637,000 Senior, Pass-Through June 2035

Class 2-A-2 Regular Variable $ 4,420,000 Senior, Pass-Through June 2035

Class 3-A-1 Regular Variable $ 75,000,000 Senior, Pass-Through June 2035

Class 3-A-2 Regular Variable $ 4,811,000 Senior, Pass-Through June 2035

Class 3-A-3 Regular Variable $ 74,816,000 Senior, Pass-Through June 2035

Class 3-A-4 Regular Variable $ 24,940,000 Senior, Pass-Through June 2035

Class 4-A-1 Regular Variable $ 1,500,000 Senior, Pass-Through June 2035

Class 4-A-2 Regular Variable $ 12,500,000 Senior, Pass-Through June 2035

Class 4-A-3 Regular Variable $ 50,000,000 Senior, Pass-Through June 2035

Class 4-A-4 Regular Variable $ 4,,000,000 Senior, Pass-Through June 2035

Class 4-A-5 Regular Variable $ 18,586,000 Senior, Pass-Through June 2035

Class 5-A-1 Regular Variable $ 100,560,000 Senior, Pass-Through June 2035

Class 5-A-2 Regular Variable $ 5,000,000 Senior, Pass-Through June 2035

Class M-1 Regular Variable $ 12,569,000 Subordinate June 2035

Class M-2 Regular Variable $ 4,190,000 Subordinate June 2035

Regular Subordinate June 2035

Class M-3 Variable $2,095,000

Class B-1 Regular Variable $2,357,000 Subordinate June 2035

Class B-2 Regular Variable $1,833,000 Subordinate June 2035

Class B-3 Regular Variable $1,047,546 Subordinate June 2035

Component II

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

</TABLE>

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

(1) The Class 1-A and Class R Certificates will accrue interest at a per annum

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

Certificates will accrue interest at a per annum rate equal to the Group 2

Net WAC Rate. The Class 3-A-1, Class 3-A-2, Class 3-A-3 and Class 3-A-4

Certificates will accrue interest at a per annum rate equal to the Group 3

Net WAC Rate. The Class 4-A-1, Class 4-A-2, Class 4-A-3, Class 4-A-4 and

Class 4-A-5 Certificates will accrue interest at a per annum rate equal to

the Group 4 Net WAC Rate. The Class 5-A-1 and Class 5-A-2 Certificates will

accrue interest at a per annum rate equal to the Group 5 Net WAC Rate.

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

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

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

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

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

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

the related Subordinate Component as of such Distribution Date.

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

applicable Residual Distribution Amount. Component II of the Class R

Certificates shall not be entitled to receive any distributions of interest

or principal.

<PAGE>

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

the Servicer and the Trustee agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions.

-----------

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

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

Article.

Accrued Certificate Interest: With respect to each Distribution Date and

any Class of Certificates, interest accrued during the related Interest Accrual

Period at the related Pass-Through Rate on the Certificate Principal Balance

thereof immediately prior to such Distribution Date. Accrued Certificate

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

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

With respect to each Distribution Date, Accrued Certificate Interest on

any Class of Certificates will be reduced by the amount of:

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

related Loan Group prepaid during the prior calendar month and,

in the case of a Principal Prepayment in Full, during the related

Prepayment Period (to the extent not offset by the Servicer with

a payment of Compensating Interest),

(ii) the interest portion (adjusted to the Net Mortgage Rate (or the

Modified Net Mortgage Rate in the case of a Modified Mortgage

Loan)) of Realized Losses on the Mortgage Loans in the related

Loan Group (including Excess Special Hazard Losses, Excess Fraud

Losses, Excess Bankruptcy Losses and Extraordinary Losses) not

allocated solely to one or more specific Classes of Certificates

pursuant to Section 4.05,

(iii) the interest portion of Advances that were made with respect to

delinquencies related to Mortgage Loans or REO Property in the

related Loan Group that were ultimately determined to be Excess

Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy

Losses or Extraordinary Losses, and

(iv) any other interest shortfalls on the Mortgage Loans in the

related Loan Group not covered by the subordination provided by

the Class M Certificates and Class B Certificates, including

interest that is not collectible from the Mortgagor pursuant to

the Relief Act,

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

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

proportion to the amounts of Accrued Certificate Interest payable from the

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

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

Certificates and Class B Certificates on the basis of their respective amounts

of Accrued Certificate Interest that would have been payable on such

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

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

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

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

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

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

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

4.05.

<PAGE>

Adjustment Date: With respect to each Mortgage Loan, each date set forth

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

Mortgage Loan becomes effective.

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

pursuant to Section 4.04.

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

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

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

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

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

"controlled" have meanings correlative to the foregoing.

Aggregate Subordinate Percentage: With respect to any Distribution Date,

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

Certificate Principal Balance of the Subordinate Certificates immediately prior

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

Principal Balance as of such Distribution Date.

Amount Held for Future Distribution: With respect to any Distribution

Date and with respect to each Loan Group, the total of the amounts held in the

Custodial Account at the close of business on the related Determination Date on

account of (i) Liquidation Proceeds, Subsequent Recoveries, Insurance Proceeds,

Curtailments, Mortgage Loan purchases made pursuant to Section 2.02, 2.04 or

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

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

Proceeds, Insurance Proceeds, Subsequent Recoveries and purchases of Mortgage

Loans that the Servicer has deemed to have been received in the preceding month

in accordance with Section 3.07(b)), and Principal Prepayments in Full received

or made after the related Prepayment Period, and (ii) payments which represent

early receipt of scheduled payments of principal and interest due on a date or

dates subsequent to the related Due Date.

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

appraised value of such Mortgaged Property based upon the appraisal made at the

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

of the Mortgaged Property at such time of origination, except in the case of a

Mortgaged Property securing a refinanced or modified Mortgage Loan as to which

it is either the appraised value determined above or the appraised value

determined in an appraisal at the time of refinancing or modification, as the

case may be, provided that if permitted by the applicable underwriting standards

of GMACM, the Appraised Value shall be the value of the Mortgaged Property as

stated by the Mortgagor.

Assignment: An assignment of the Mortgage, notice of transfer or

equivalent instrument, in recordable form, sufficient under the laws of the

jurisdiction wherein the related Mortgaged Property is located to reflect of

record the sale of the Mortgage Loan to the Trustee for the benefit of

Certificateholders, which assignment, notice of transfer or equivalent

instrument may be in the form of one or more blanket assignments covering

Mortgages secured by Mortgaged Properties located in the same county, if

permitted by law and accompanied by an Opinion of Counsel to that effect.

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

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

of the Cooperative Loan.

Available Distribution Amount: With respect to any Distribution Date and

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

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

business on the immediately preceding Determination Date, including any

Subsequent Recoveries, and amounts deposited in the Custodial Account in

connection with the substitution of Qualified Substitute Mortgage Loans, (ii)

the amount of any Advance made on the immediately preceding Payment Account

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

Payment Account Deposit Date pursuant to the second paragraph of Section

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

<PAGE>

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

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

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

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

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

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

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

Additionally, if on any Distribution Date Compensating Interest provided

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

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

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

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

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

accordance with the respective amounts of such Prepayment Interest Shortfalls

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

Distribution Date.

Bankruptcy Amount: As of any date of determination prior to the first

anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A)

$145,529 over (B) the aggregate amount of Bankruptcy Losses allocated solely to

one or more specific Classes of Certificates in accordance with Section 4.05. As

of any date of determination on or after the first anniversary of the Cut-off

Date, an amount equal to the excess, if any, of

(1) the lesser of (a) the Bankruptcy Amount calculated as of the

close of business on the Business Day immediately preceding the most

recent anniversary of the Cut-off Date coinciding with or preceding such

date of determination (or, if such date of determination is an

anniversary of the Cut-off Date, the Business Day immediately preceding

such date of determination) (for purposes of this definition, the

"Relevant Anniversary") and (b) the greater of

(A) the greater of (i) 0.0006 times the aggregate

principal balance of all the Mortgage Loans in the

Mortgage Pool as of the Relevant Anniversary having a

Loan-to-Value Ratio at origination which exceeds 75% and

(ii) $100,000; and

(B) (i) if the aggregate principal balance of the

Non-Primary Residence Loans as of the Relevant Anniversary

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

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

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

Residence Loans as of the Relevant Anniversary is equal to

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

Mortgage Loans as of the Relevant Anniversary, the sum of

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

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

80.00% but less than or equal to 90.00%, times 0.25%, (II)

the aggregate principal balance of the Non-Primary

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

90.00% but less than or equal to 95.00%, times 0.50%, and

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

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

95.00% times 0.75%, in each case as of the Relevant

Anniversary, over

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

one or more specific Classes of Certificates in accordance with Section

4.05 since the Relevant Anniversary.

<PAGE>

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

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

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

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

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

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

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

confirmation to the Trustee.

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

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

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

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

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

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

the representations and warranties made regarding the related Mortgage Loan and

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

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

related Mortgage Loan and any premiums on any applicable primary hazard

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

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

either case without giving effect to any Debt Service Reduction.

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

Depository or its nominee.

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

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

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

Custodial Account or the Payment Account are at the time located) are required

or authorized by law or executive order to be closed.

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

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

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

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

of a Mortgage Loan. Buydown Funds are not part of the Trust Fund prior to

deposit into the Custodial Account or Payment Account.

Buydown Mortgage Loan: Any Mortgage Loan as to which a specified amount

of interest is paid out of related Buydown Funds in accordance with a related

buydown agreement.

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

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

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

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

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

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

Certificate: Any Class A, Class M, Class B or Class R Certificate.

-----------

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

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

indirect participating brokerage firm for which a Depository Participant acts as

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

and otherwise on the books of the Depository.

<PAGE>

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

date of determination, an amount equal to:

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

specified on the face thereof, plus

(ii) any Subsequent Recoveries added to the Certificate Principal

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

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

distributed with respect to such Certificate (or any predecessor

Certificate) and applied to reduce the Certificate Principal

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

all reductions in Certificate Principal Balance deemed to have

occurred in connection with Realized Losses which were previously

allocated to such Certificate (or any predecessor Certificate)

pursuant to Section 4.05;

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

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

calculated to equal the Percentage Interest evidenced by such Certificate times

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

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

other Classes of Certificates then outstanding.

Certificate Register and Certificate Registrar: The register maintained

and the registrar appointed pursuant to Section 5.02.

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

registered in the Certificate Register, except that neither a Disqualified

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

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

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

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

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

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

into account in determining whether the requisite amount of Percentage Interests

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

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

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

rights through the Depository and participating members thereof, except as

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

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

whose name a Certificate is registered in the Certificate Register.

Class: Collectively, all of the Certificates bearing the same designation.

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

by the Trustee and authenticated by the Certificate Registrar substantially in

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

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

Provisions.

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

Certificates.

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

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form hereto as Exhibit A, each such Certificate

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

purposes of the REMIC Provisions.

<PAGE>

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

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form hereto as Exhibit A, each such Certificate

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

purposes of the REMIC Provisions.

Class 3-A Certificates: Collectively, the Class 3-A-1, Class 3-A-2,

Class 3-A-3 and Class 3-A-4 Certificates.

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

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form hereto as Exhibit A, each such Certificate

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

purposes of the REMIC Provisions.

Class 3-A-2 Certificate: Any one of the Class 3-A-2 Certificates,

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form hereto as Exhibit A, each such Certificate

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

purposes of the REMIC Provisions.

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

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form hereto as Exhibit A, each such Certificate

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

purposes of the REMIC Provisions.

Class 3-A-4 Certificate: Any one of the Class 3-A-4 Certificates,

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form hereto as Exhibit A, each such Certificate

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

purposes of the REMIC Provisions.

Class 4-A Certificates: Collectively, the Class 4-A-1, Class 4-A-2,

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

Class 4-A-1 Certificate: Any one of the Class 4-A-1 Certificates,

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form hereto as Exhibit A, each such Certificate

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

purposes of the REMIC Provisions.

Class 4-A-1 Certificate: Any one of the Class 4-A-1 Certificates,

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form hereto as Exhibit A, each such Certificate

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

purposes of the REMIC Provisions.

Class 4-A-2 Certificate: Any one of the Class 4-A-2 Certificates,

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form hereto as Exhibit A, each such Certificate

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

purposes of the REMIC Provisions.

Class 4-A-3 Certificate: Any one of the Class 4-A-3 Certificates,

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form hereto as Exhibit A, each such Certificate

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

purposes of the REMIC Provisions.

<PAGE>

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

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form hereto as Exhibit A, each such Certificate

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

purposes of the REMIC Provisions.

Class 4-A-5 Certificate: Any one of the Class 4-A-5 Certificates,

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form hereto as Exhibit A, each such Certificate

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

purposes of the REMIC Provisions.

Class 5-A Certificates: Collectively, the Class 5-A-1 and Class 5-A-2

Certificates.

Class 5-A-1 Certificate: Any one of the Class 5-A-1 Certificates,

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form hereto as Exhibit A, each such Certificate

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

purposes of the REMIC Provisions.

Class 5-A-2 Certificate: Any one of the Class 5-A-2 Certificates,

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form hereto as Exhibit A, each such Certificate

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

purposes of the REMIC Provisions.

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

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

Certificates.

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

B-3 Certificates.

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

by the Trustee and authenticated by the Certificate Registrar substantially in

the form annexed hereto as Exhibit C, each such Certificate representing an

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

REMIC Provisions.

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

by the Trustee and authenticated by the Certificate Registrar substantially in

the form annexed hereto as Exhibit C, each such Certificate representing an

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

REMIC Provisions.

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

by the Trustee and authenticated by the Certificate Registrar substantially in

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

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

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

M-3 Certificates.

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

by the Trustee and authenticated by the Certificate Registrar substantially in

the form annexed hereto as Exhibit B, each such Certificate representing an

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

REMIC Provisions.

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

by the Trustee and authenticated by the Certificate Registrar substantially in

the form annexed hereto as Exhibit B, each such Certificate representing an

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

REMIC Provisions.

<PAGE>

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, each such Certificate representing an

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

REMIC Provisions.

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

REMIC II Regular Interests, the applicable initial Class Principal Balance

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Distribution Amount."

Notwithstanding the foregoing, any amounts distributed in respect of

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

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

of the REMIC I or REMIC II Regular Interests.

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

Trustee and authenticated by the Certificate Registrar substantially in the form

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

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

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

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

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

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

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

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

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

Class Y Regular Interests: The Class Y-1, Class Y-2, Class Y-3, Class Y-4

and Class Y-5 Regular Interests.

<PAGE>

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

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

such Distribution Date over the principal portion of Realized Losses allocated

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

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

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

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

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

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

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

Dates).

Class Y-1 Regular Interest: The uncertificated undivided beneficial

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

to distributions as set forth herein.

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

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

such Distribution Date over the principal portion of Realized Losses allocated

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

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

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

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

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

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

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

Distribution Dates).

Class Y-2 Regular Interest: The uncertificated undivided beneficial

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

to distributions as set forth herein.

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

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

such Distribution Date over the principal portion of Realized Losses allocated

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

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

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

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

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

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

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

Dates).

Class Y-3 Regular Interest: The uncertificated undivided beneficial

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

to distributions as set forth herein.

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

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

such Distribution Date over the principal portion of Realized Losses allocated

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

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

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

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

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

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

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

Dates).

Class Y-4 Regular Interest: The uncertificated undivided beneficial

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

to distributions as set forth herein.

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

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

such Distribution Date over the principal portion of Realized Losses allocated

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

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

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

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

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

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

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

Dates).

Class Y-5 Regular Interest: The uncertificated undivided beneficial

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

to distributions as set forth herein.

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

Group.

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

Z-4 and Class Z-5 Regular Interests.

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

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

such Distribution Date over the principal portion of Realized Losses allocated

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

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

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

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

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

(B) for prior Distribution Dates).

Class Z-1 Regular Interest: The uncertificated undivided beneficial

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

to distributions as set forth herein.

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

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

such Distribution Date over the principal portion of Realized Losses allocated

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

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

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

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

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

(B) for prior Distribution Dates).

Class Z-2 Regular Interest: The uncertificated undivided beneficial

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

to distributions as set forth herein.

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

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

such Distribution Date over the principal portion of Realized Losses allocated

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

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

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

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

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

(B) for prior Distribution Dates).

Class Z-3 Regular Interest: The uncertificated undivided beneficial

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

to distributions as set forth herein.

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

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

such Distribution Date over the principal portion of Realized Losses allocated

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

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

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

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

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

(B) for prior Distribution Dates).

<PAGE>

Class Z-4 Regular Interest: The uncertificated undivided beneficial

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

to distributions as set forth herein.

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

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

such Distribution Date over the principal portion of Realized Losses allocated

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

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

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

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

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

(B) for prior Distribution Dates).

Class Z-5 Regular Interest: The uncertificated undivided beneficial

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

to distributions as set forth herein.

Closing Date: May 26, 2005.

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

----

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

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

Prepayment Interest Shortfalls resulting from Principal Prepayments in Full

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

month and resulting from Curtailments during the prior calendar month.

Cooperative: A private, cooperative housing corporation which owns or

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

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

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

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

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

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

agreement.

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

lease or occupancy agreement with respect to the Cooperative Apartment occupied

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

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

occupy such apartment.

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

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

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

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

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

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

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

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

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

outstanding class of stock, partnership interest or other ownership instrument

in the related Cooperative.

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

stock certificate or other instrument evidencing the related Cooperative Stock.

<PAGE>

Corporate Trust Office: The principal office of the Trustee at which at

any particular time its corporate trust business with respect to this Agreement

shall be administered, which office at the date of the execution of this

instrument is located at 1761 East St. Andrew Place, Santa Ana, California

92705-4934, GMACM Mortgage Pass-Through Certificates, Series 2005-AR3. For the

purpose of registration, transfer and exchange only, the Corporate Trust Office

shall be DTC Transfer Services, 55 Water Street, Jeanette Street Park Entrance,

New York, New York 10041 or such other office as designated by the Trustee.

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

Certificate Principal Balances of the Subordinate Certificates have been reduced

to zero.

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

Principal Prepayment in Full.

Custodial Account: The custodial account or accounts created and

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

3.07 shall be deposited directly.

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

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

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

Custodian: A custodian appointed pursuant to a Custodial Agreement.

Cut-off Date: May 1, 2005.

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

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

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

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

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

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

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

forgiveness of principal.

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

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

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

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

Payment that constitutes a permanent forgiveness of principal, which valuation

or reduction results from a proceeding under the Bankruptcy Code.

Definitive Certificate: Any Certificate other than a Book-Entry

Certificate.

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

Qualified Substitute Mortgage Loan.

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

to the Cut-off Date.

Depository: The Depository Trust Company, or any successor Depository

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

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

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

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

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

Securities Exchange Act of 1934, as amended.

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

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

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

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

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

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

Disqualified Organization: Any organization defined as a "disqualified

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

of the Code or successor provisions.

Distribution Date: The 19th day of any month beginning in the month

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

if such 19th day is not a Business Day, the Business Day immediately following

such 19th day.

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

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

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

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

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

which such Distribution Date occurs.

<PAGE>

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

maintained with a federal or state chartered depository institution the accounts

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

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

one of the two highest rating categories by the Rating Agencies, or (ii) a trust

account or accounts maintained with a federal or state chartered depository

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

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

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

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

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

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

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

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

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

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

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

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

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

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

related Senior Principal Distribution Amount (determined without regard to

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

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

extent such Accrued Certificate Interest is derived from such Loan Group, and

(iv) the portion of the payment to the Trustee for any servicing transfer

expenses reimbursable to the Trustees pursuant to Section 7.02(a) allocated to

such Loan Group, with such allocation being made to each Loan Group pro rata

based on the Stated Principal Balance of the Mortgage Loans in each Loan Group.

Event of Default: As defined in Section 7.01.

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

exceeds the then applicable Bankruptcy Amount.

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

then applicable Fraud Loss Amount.

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

that exceeds the then applicable Special Hazard Amount.

Excess Subordinate Principal Amount: With respect to any Distribution

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

Subordinate Certificates then outstanding with the Lowest Priority is to be

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

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

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

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

Certificate Principal Balance of such class or classes of Certificates

immediately prior to such Distribution Date over the aggregate amount of

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

Distribution Date. The Excess Subordinate Principal Amount will be allocated

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

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

Certificates on such Distribution Date.

Extraordinary Events: Any of the following conditions with respect to a

Mortgaged Property (or, with respect to a Cooperative Loan, the Cooperative

Apartment) or Mortgage Loan causing or resulting in a loss which causes the

liquidation of such Mortgage Loan:

<PAGE>

(a) losses that are of the type that would be covered by the

fidelity bond and the errors and omissions insurance policy required to

be maintained pursuant to Section 3.12(b) but are in excess of the

coverage maintained thereunder;

(b) nuclear reaction or nuclear radiation or radioactive

contamination, all whether controlled or uncontrolled, and whether such

loss be direct or indirect, proximate or remote or be in whole or in

part caused by, contributed to or aggravated by a peril covered by the

definition of the term "Special Hazard Loss";

action in hindering, combating or defending against an actual, impending

or expected attack:

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

facto, or by any authority maintaining or using

military, naval or air forces; or

2. by military, naval or air forces; or

3. by an agent of any such government, power, authority or

forces;

(d) any weapon of war employing atomic fission or radioactive

force whether in time of peace or war; or

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

or action taken by governmental authority in hindering, combating or

defending against such an occurrence, seizure or destruction under

quarantine or customs regulations, confiscation by order of any

government or public authority; or risks of contraband or illegal

transportation or trade.

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

resulting from an Extraordinary Event.

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

federally chartered and privately owned corporation organized and existing under

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

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

meaning of Section 860L of the Code.

FDIC: Federal Deposit Insurance Corporation or any successor thereto.

Final Distribution Date: The Distribution Date on which the final

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

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

the 90-day liquidation period described in Section 9.02.

Fitch: Fitch Ratings or its successor in interest.

Foreclosure Profits: With respect to any Distribution Date or related

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

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

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

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

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

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

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

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

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

which such Cash Liquidation or REO Disposition occurred.

<PAGE>

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

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

an amount equal to 2.00% of the aggregate outstanding principal balance of all

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

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

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

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

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

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

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

anniversary of the Cut-off Date minus (2) the aggregate amount of Fraud Losses

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

with Section 4.05 since the most recent anniversary of the Cut-off Date up to

such date of determination. On and after the fifth anniversary of the Cut-off

Date, the Fraud Loss Amount shall be zero.

The Fraud Loss Amount may be further reduced by the Servicer (including

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

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

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

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

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

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

confirmation to the Trustee.

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

the origination of such Mortgage Loan.

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

corporate instrumentality of the United States created and existing under Title

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

thereto.

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

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

thereto.

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

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

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

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

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

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

Balances thereof immediately prior to such Distribution Date.

Group 1 Senior Percentage: With respect to any Distribution Date, the

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

of which is the aggregate Certificate Principal Balance of the Class 1-A

Certificates immediately prior to such Distribution Date and the denominator of

which is the aggregate Stated Principal Balance of all of the Group 1 Loans (or

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

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

Principal Balance of the Class 2-A, Class 3-A, Class 4-A and Class 5-A

Certificates has been reduced to zero, the Group 1 Senior Percentage will equal

the lesser of (x) the Certificate Principal Balance of the Class

1-A-Certificates immediately prior to that Distribution Date divided by the

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

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

<PAGE>

Group 1 Senior Principal Distribution Amount: With respect to any

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

Amount for Loan Group 1 remaining after the distribution of all amounts required

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

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

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

hereof.

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

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

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

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

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

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

Balances thereof immediately prior to such Distribution Date.

Group 2 Senior Percentage: With respect to any Distribution Date, the

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

of which is the aggregate Certificate Principal Balance of the Class 2-A

Certificates immediately prior to such Distribution Date and the denominator of

which is the aggregate Stated Principal Balance of all of the Group 2 Loans (or

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

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

Principal Balance of the Class 1-A, Class 3-A, Class 4-A and Class 5-A

Certificates has been reduced to zero, the Group 2 Senior Percentage will equal

the lesser of (x) the Certificate Principal Balance of the Class 2-A

Certificates immediately prior to that Distribution Date divided by the

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

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

Group 2 Senior Principal Distribution Amount: With respect to any

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

Amount for Loan Group 2 remaining after the distribution of all amounts required

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

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

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

hereof.

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

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

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

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

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

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

Balances thereof immediately prior to such Distribution Date.

Group 3 Senior Percentage: With respect to any Distribution Date, the

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

of which is the aggregate Certificate Principal Balance of the Class 3-A

Certificates immediately prior to such Distribution Date and the denominator of

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

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

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

Principal Balance of the Class 1-A, Class 2-A, Class 4-A and Class 5-A

Certificates has been reduced to zero, the Group 2 Senior Percentage will equal

the lesser of (x) the Certificate Principal Balance of the Class 3-A

Certificates immediately prior to that Distribution Date divided by the

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

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

<PAGE>

Group 3 Senior Principal Distribution Amount: With respect to any

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

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

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

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

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

hereof.

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

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

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

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

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

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

Balances thereof immediately prior to such Distribution Date.

Group 4 Senior Percentage: With respect to any Distribution Date, the

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

of which is the aggregate Certificate Principal Balance of the Class 4-A

Certificates immediately prior to such Distribution Date and the denominator of

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

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

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

Principal Balance of the Class 1-A, Class 2-A, Class 3-A and Class 5-A

Certificates has been reduced to zero, the Group 4 Senior Percentage will equal

the lesser of (x) the Certificate Principal Balance of the Class 4-A

Certificates immediately prior to that Distribution Date divided by the

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

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

Group 4 Senior Principal Distribution Amount: With respect to any

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

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

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

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

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

hereof.

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

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

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

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

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

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

Balances immediately prior to such Distribution Date.

Group 5 Senior Percentage: With respect to any Distribution Date, the

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

of which is the aggregate Certificate Principal Balance of the Class 5-A

Certificates immediately prior to such Distribution Date and the denominator of

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

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

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

Principal Balance of the Class 1-A, Class 2-A, Class 3-A and Class 4-A

Certificates has been reduced to zero, the Group 4 Senior Percentage will equal

the lesser of (x) the Certificate Principal Balance of the Class 5-A

Certificates immediately prior to that Distribution Date divided by the

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

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

<PAGE>

Group 5 Senior Principal Distribution Amount: With respect to any

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

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

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

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

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

hereof.

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

Subordinate Certificates then outstanding with the earliest priority for

payments pursuant to Section 4.02(a), in the following order: Class M-1, Class

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

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

a Person who (i) is in fact independent of the Company, the Servicer and the

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

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

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

with the Company, the Servicer or the Trustee as an officer, employee, promoter,

underwriter, trustee, partner, director or person performing similar functions.

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

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

Indirect Depository Participant: An institution that is not a Depository

Participant but clears through or maintains a custodial relationship with

Participants and has access to the Depository's clearing system.

Initial Certificate Principal Balance: With respect to each Class of

Certificates, the Certificate Principal Balance of such Class of Certificates as

of the Cut-off Date, as set forth in the Preliminary Statement hereto.

Initial Subordinate Class Percentage: With respect to each Class of

Subordinate Certificates, an amount which is equal to the initial aggregate

Certificate Principal Balance of such Class of Subordinate Certificates divided

by the aggregate Stated Principal Balance of all the Mortgage Loans as of the

Cut-off Date as follows:

Class M-1: 2.40% Class B-1: 0.45%

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

Class M-3: 0.40% Class B-3: 0.20%

Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans

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

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

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

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

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

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

in servicing mortgage loans held for its own account.

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

successor thereto or the named insurer in any replacement policy.

Interest Accrual Period: With respect to any Class of Certificates and

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

Distribution Date occurs.

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

<PAGE>

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

Percentage Interests of the Junior Class of Certificates.

Junior Class of Certificates: The Class of Subordinate Certificates

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

Section 4.07 herein that has the Lowest Priority.

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

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

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

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

Due Period and not previously recovered.

Liquidation Proceeds: Amounts (other than Insurance Proceeds) received

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

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

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

sale or otherwise, other than REO Proceeds.

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

Loan Group 5.

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

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

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

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

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

Loan-to-Value Ratio: As of any date, the fraction, expressed as a

percentage, the numerator of which is the current principal balance of the

related Mortgage Loan at the date of determination and the denominator of which

is the Appraised Value of the related Mortgaged Property.

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

Subordinate Certificates, any other Class of Subordinate Certificates then

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

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

Subordinate Certificates then outstanding with the latest priority for payments

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

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

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

Distribution Date occurring in June 2035.

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

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

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

at any time during the life of such Mortgage Loan.

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

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

thereto.

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

electronicallY maintained by MERS.

<PAGE>

MIN: The Mortgage Identification Number for Mortgage Loans registered

with MERS on the MERS(R) System.

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

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

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

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

Loan.

Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a

Servicing Modification.

Modified Net Mortgage Rate: As to any Mortgage Loan that is the subject

of a Servicing Modification, the Net Mortgage Rate minus the rate per annum by

which the Mortgage Rate on such Mortgage Loan was reduced.

MOM Loan: With respect to any Mortgage Loan, MERS acting as the

mortgagee of such Mortgage Loan, solely as nominee for the originator of such

Mortgage Loan and its successors and assigns, at the origination thereof.

Monthly Payment: With respect to any Mortgage Loan (including any REO

Property) and any Due Date, the payment of principal and interest due thereon in

accordance with the amortization schedule at the time applicable thereto (after

adjustment, if any, for Curtailments and for Deficient Valuations occurring

prior to such Due Date but before any adjustment to such amortization schedule

by reason of any bankruptcy, other than a Deficient Valuation, or similar

proceeding or any moratorium or similar waiver or grace period and before any

Servicing Modification that constitutes a reduction of the interest rate on such

Mortgage Loan).

Moody's: Moody's Investors Service, Inc., or its successor in interest.

Mortgage: With respect to each Mortgage Note related to a Mortgage Loan

which is not a Cooperative Loan, the mortgage, deed of trust or other comparable

instrument creating a first lien on an estate in fee simple or leasehold

interest in real property securing a Mortgage Note.

Mortgage File: (I) with respect to each Mortgage Loan (other than a

Cooperative Loan):

(i) The original Mortgage Note, endorsed without recourse in blank, or in

the name of the Trustee as trustee, and signed by an authorized officer

(which endorsement shall contain either an original signature or a

facsimile signature of an authorized officer of GMACM, and if in the

form of an allonge, the allonge shall be stapled to the Mortgage Note),

with all intervening endorsements showing a complete chain of title from

the originator to GMACM. If the Mortgage Loan was acquired by the

endorser in a merger, the endorsement must be by "____________,

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

acquired or originated by the endorser while doing business under

another name, the endorsement must be by "____________ formerly known as

[previous name]";

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

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

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

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

the Mortgage certified by the public recording office in which such

Mortgage has been recorded;

<PAGE>

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

Note, if applicable;

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

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

recording if required by applicable law;

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

original Assignment oR Assignments of the Mortgage (which may be

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

Bank National Trust Company, as Trustee under that certain Pooling and

Servicing Agreement dated as of May 26, 2005, for GMACM Mortgage

Pass-Through Certificates, Series 2005-AR3" c/o the Servicer at an

address specified by the Servicer, and signed by an authorized officer,

which assignment shall be in form and substance acceptable for

recording. If the Mortgage Loan was acquired by the assignor in a

merger, the assignment must be by "__,__ successor by merger to [name of

predecessor]". If the Mortgage Loan was acquired or originated by the

assignor while doing business under another name, the assignment must be

by "_________ formerly known as [previous name]";

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

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

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

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

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

applicable recording office in which such assignment has been recorded;

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

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

written commitment or interim binder for title issued by the title

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

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

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

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

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

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

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

issuing a title insurance policy which evidences existing liens and

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

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

purchase by the Mortgagor or which constitute customary exceptions

acceptable to lenders generally; or other evidence of title insurance

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

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

respectively;

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

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

executed in connection with the Mortgage, if any.

and (II) with respect to each Cooperative Loan:

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

order of the Trustee and showing an unbroken chain of

endorsements from the originator thereof to GMACM;

<PAGE>

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

Proprietary Lease to the originator of the Cooperative Loan with

intervening assignments showing an unbroken chain of title from

such originator to the Trustee;

(iii) The related Cooperative Stock Certificate, representing the

related Cooperative Stock pledged with respect to such

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

similar instrument) executed in blank;

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

interests of the mortgagee with respect to the related

Cooperative Loan;

(v) The Security Agreement;

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

continuation statements, filed by the originator of such

Cooperative Loan as secured party, each with evidence of

recording thereof, evidencing the interest of the originator

under the Security Agreement and the Assignment of Proprietary

Lease;

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

interest referenced in clause (vi) above showing an unbroken

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

evidence of recording thereof, evidencing the interest of the

originator under the Security Agreement and the Assignment of

Proprietary Lease;

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

Security Agreement, Assignment of Proprietary Lease and the

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

unbroken chain of title from the originator to the Trustee;

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

preferred loan agreement, if any, relating to such Cooperative

Loan; and

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

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

duly completed UCC financing statement showing the Company as

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

sufficient for filing, evidencing the interest of such debtors in

the Cooperative Loans.

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

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

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

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

retained in the Mortgage File.

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

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

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

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

respect to the Group 5 Loans), each as amended from time to time to reflect the

addition of Qualified Substitute Mortgage Loans, which list or lists shall set

forth the following information as to each Mortgage Loan in the related Loan

Group:

(a) loan number;

(b) state code;

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(d) the Loan-to-Value Ratio;

(e) the original principal balance and date of the Mortgage Note;

(f) the first Due Date;

(g) the type of Mortgaged Property;

(h) the scheduled monthly payment in effect as of the Cut-off Date;

(i) the principal balance as of the Cut-off Date;

(j) the Mortgage Rate as of the Cut-off Date;

(k) the occupancy status;

(l) the purpose of the Mortgage Loan;

(m) the paid-through date of the Mortgage Loan;

(n) the Maximum Mortgage Rate;

(o) the Minimum Mortgage Rate;

(p) the Note Margin;

(q) the documentation type; and

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

is a Buydown Mortgage Loan, if applicable.

Such schedule may consist of multiple reports that collectively set

forth all of the information required.

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

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

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

identified in the initial Mortgage Loan Schedule, and Qualified Substitute

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

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

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

Certificate, Cooperative Lease and Mortgage File and all rights appertaining

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

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

appertaining thereto.

Mortgage Note: The originally executed note or other evidence of

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

together with any modification thereto.

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

Groups consisting of the Mortgage Loans.

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Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the

related Mortgage Note, or any modification thereto other than a Servicing

Modification.

Mortgaged Property: The underlying real property securing a Mortgage

Loan or, with respect to a Cooperative Loan, the related Cooperative Lease and

Cooperative Stock.

Mortgagor: The obligor on a Mortgage Note.

Net Mortgage Rate: As to each Mortgage Loan, the related Mortgage Rate

minus the Servicing Fee Rate.

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

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

Mortgage Loan Schedule.

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

Nonrecoverable Advance: Any Advance previously made or proposed to be

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

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

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

Servicer from related Late Collections, Insurance Proceeds, Liquidation

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

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

Nonrecoverable Advance or that any proposed Advance would constitute a

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

to the Company and the Trustee promptly following such determination.

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

reference thereto, is not subject to a Subservicing Agreement.

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

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

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

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

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

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

next Adjustment Date.

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

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

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

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

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

required by this Agreement.

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

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

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

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

or compliance with the REMIC Provisions must, unless otherwise specified, be an

opinion of Independent counsel.

Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan

(including an REO Property) which was not the subject of a Principal Prepayment

in Full, Cash Liquidation or REO Disposition and which was not purchased,

deleted or substituted for prior to such Due Date pursuant to Section 2.02, 2.04

or 4.07.

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

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

Loan Group is not an Undercollateralized Group.

Ownership Interest: As to any Certificate, any ownership or security

interest in such Certificate, including any interest in such Certificate as the

Holder thereof and any other interest therein, whether direct or indirect, legal

or beneficial, as owner or as pledgee.

Pass-Through Rate: With respect to the Class 1-A and the Class R

Certificates and any Distribution Date, the Group 1 Net WAC Rate. With respect

to the Class 2-A Certificates and any Distribution Date, the Group 2 Net WAC

Rate. With respect to the Class 3-A Certificates and any Distribution Date, the

Group 3 Net WAC Rate. With respect to the Class 4-A Certificates and any

Distribution Date, the Group 4 Net WAC Rate. With respect to the Class 5-A

Certificates and any Distribution Date, the Group 5 Net WAC Rate. With respect

to each class of Subordinate Certificates and any Distribution Date, the

weighted average of the Group 1 Net WAC Rate, Group 2 Net WAC Rate, Group 3 Net

WAC Rate, Group 4 Net WAC Rate and Group 5 Net WAC Rate, weighted on the basis

of the related Subordinate Component.

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

Trustee.

Payment Account: The separate and segregated account or accounts created

and maintained pursuant to Section 4.01, which shall be entitled "Deutsche Bank

National Trust Company, as trustee, in trust for the registered holders of

Residential Asset Mortgage Products, Inc., GMACM Mortgage Pass-Through

Certificates, Series 2005-AR3" and which must be an Eligible Account.

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

Business Day prior thereto.

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

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

evidenced by such Certificate, which percentage ownership interest shall be

equal to the Initial Certificate Principal Balance thereof divided by the

aggregate Initial Certificate Principal Balance of all the Certificates of the

same Class. With respect to a Class R Certificate, the interest in distributions

to be made with respect to such Class evidenced thereby, expressed as a

percentage, as stated on the face of each such Certificate.

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

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

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

Permitted Investments: One or more of the following:

(i) obligations of or guaranteed as to timely payment of

principal and interest by the United States or any agency or

instrumentality thereof when such obligations are backed by the full

faith and credit of the United States;

(ii) repurchase agreements on obligations specified in clause (i)

maturing not more than one month from the date of acquisition thereof,

provided that the unsecured short-term debt obligations of the party

agreeing to repurchase such obligations are at the time rated by each

Rating Agency in its highest short-term rating available;

<PAGE>

(iii) federal funds, certificates of deposit, demand deposits,

time deposits and bankers' acceptances (which shall each have an

original maturity of not more than 90 days and, in the case of bankers'

acceptances, shall in no event have an original maturity of more than

365 days or a remaining maturity of more than 30 days) denominated in

United States dollars of any U.S. depository institution or trust

company incorporated under the laws of the United States or any state

thereof or of any domestic branch of a foreign depository institution or

trust company; provided, that the short-term debt obligations of such

depository institution or trust company (or, if the only Rating Agency

is Standard & Poor's, in the case of the principal depository

institution in a depository institution holding company, debt

obligations of the depository institution holding company) at the date

of acquisition thereof have been rated by each Rating Agency in its

highest short-term rating available; and provided further that, if the

only Rating Agency is Standard & Poor's and if the depository or trust

company is a principal subsidiary of a bank holding company and the debt

obligations of such subsidiary are not separately rated, the applicable

rating shall be that of the bank holding company; and, provided further

that, if the original maturity of such short-term debt obligations of a

domestic branch of a foreign depository institution or trust company

shall exceed 30 days, the short-term rating of such institution shall be

A-1+ in the case of Standard & Poor's if Standard & Poor's is the Rating

Agency;

(iv) commercial paper and demand notes (having original

maturities of not more than 365 days) of any corporation incorporated

under the laws of the United States or any state thereof which on the

date of acquisition has been rated by each Rating Agency in its highest

short-term rating available; provided that such commercial paper shall

have a remaining maturity of not more than 30 days;

(v) any mutual fund, money market fund, common trust fund or

other pooled investment vehicle, the assets of which are limited to

instruments that otherwise would constitute Permitted Investments

hereunder and have been rated by each Rating Agency in its highest

short-term rating available, including any such fund that is managed by

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

any of its affiliates acts as an adviser; and

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

Rating Agency as a Permitted Investment hereunder and will not reduce

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

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

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

evidenced in writing;

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

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

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

interest payments derived from obligations underlying such instrument and the

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

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

obligations. References herein to the highest rating available on unsecured

long-term rating category available shall mean Aaa in the case of Moody's and

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

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

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

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

than a Disqualified Organization or Non-United States Person.

<PAGE>

Person: Any individual, corporation, limited liability company,

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

unincorporated organization or government or any agency or political subdivision

thereof.

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

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

Prepayment Assumption: The prepayment assumption of 20% of the

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

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

tax purposes.

Prepayment Distribution Percentage: With respect to any Distribution

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

applicable circumstances set forth below, the respective percentages set forth

below:

(i) For any Distribution Date on which any Class of Subordinate

Certificates are outstanding:

(a) in the case of the Class of Subordinate Certificates

then outstanding with the Highest Priority and each other Class of

Subordinate Certificates for which the related Prepayment Distribution

Trigger has been satisfied, a fraction, expressed as a percentage, the

numerator of which is the Certificate Principal Balance of such Class

immediately prior to such date and the denominator of which is the sum

of the Certificate Principal Balances immediately prior to such date of

(1) the Class of Subordinate Certificates then outstanding with the

Highest Priority and (2) all other Classes of Subordinate Certificates

for which the respective Prepayment Distribution Triggers have been

satisfied; and

(b) in the case of each other Class of Subordinate

Certificates for which the Prepayment Distribution Triggers have not

been satisfied, 0%; and

(ii) Notwithstanding the foregoing, if the application of the

foregoing percentages on any Distribution Date as provided in Section

4.02 (determined without regard to the proviso to the definition of

"Subordinate Principal Distribution Amount") would result in a

distribution in respect of principal of any Class or Classes of

Subordinate Certificates in an amount greater than the remaining

Certificate Principal Balance thereof (any such class, a "Maturing

Class"), then: (a) the Prepayment Distribution Percentage of each

Maturing Class shall be reduced to a level that, when applied as

described above, would exactly reduce the Certificate Principal Balance

of such Class to zero; (b) the Prepayment Distribution Percentage of

each other Class of Subordinate Certificates (any such Class, a

"Non-Maturing Class") shall be recalculated in accordance with the

provisions in paragraph (ii) above, as if the Certificate Principal

Balance of each Maturing Class had been reduced to zero (such percentage

as recalculated, the "Recalculated Percentage"); (c) the total amount of

the reductions in the Prepayment Distribution Percentages of the

Maturing Class or Classes pursuant to clause (a) of this sentence,

expressed as an aggregate percentage, shall be allocated among the

Non-Maturing Classes in proportion to their respective Recalculated

Percentages (the portion of such aggregate reduction so allocated to any

Non-Maturing Class, the "Adjustment Percentage"); and (d) for purposes

of such Distribution Date, the Prepayment Distribution Percentage of

each Non-Maturing Class shall be equal to the sum of (1) the Prepayment

Distribution Percentage thereof, calculated in accordance with the

provisions in paragraph (ii) above as if the Certificate Principal

Balance of each Maturing Class had not been reduced to zero, plus (2)

the related Adjustment Percentage.

<PAGE>

Prepayment Distribution Trigger: With respect to any Distribution Date

and any Class of Subordinate Certificates (other than the Class M-1

Certificates), a test that shall be satisfied if the fraction (expressed as a

percentage) equal to the sum of the Certificate Principal Balances of such Class

and each Class of Subordinate Certificates with a Lower Priority than such Class

immediately prior to such Distribution Date divided by the aggregate Stated

Principal Balance of all of the Mortgage Loans (or related REO Properties)

immediately prior to such Distribution Date is greater than or equal to the sum

of the related Initial Subordinate Class Percentages of such Classes of

Subordinate Certificates.

Prepayment Interest Shortfall: With respect to any Distribution Date and

any Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that

was the subject of (a) a Principal Prepayment in Full during the related

Prepayment Period, an amount equal to the excess of one month's interest at the

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

Mortgage Loan) on the Stated Principal Balance of such Mortgage Loan over the

amount of interest (adjusted to the Net Mortgage Rate (or Modified Net Mortgage

Rate in the case of a Modified Mortgage Loan)) paid by the Mortgagor during such

Prepayment Period to the date of such Principal Prepayment in Full or (b) a

Curtailment during the preceding calendar month, an amount equal to one month's

interest at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of

a Modified Mortgage Loan) on the amount of such Curtailment.

Prepayment Period: With respect to any Distribution Date and Principal

Prepayment in Full, the period commencing of the 16th day of the month prior to

that Distribution Date and ending on the 15th day of the month in which the

Distribution Date occurs.

Primary Insurance Policy: The policy, if any, of primary mortgage

guaranty insurance related to a Mortgage Loan.

Principal Prepayment: Any payment of principal or other recovery on a

Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds

or Insurance Proceeds, which is received in advance of its scheduled Due Date

and is not accompanied by an amount as to interest representing scheduled

interest on such payment due on any date or dates in any month or months

subsequent to the month of prepayment.

Principal Prepayment in Full: Any Principal Prepayment made by a

Mortgagor of the entire principal balance of a Mortgage Loan.

Purchase Agreement: The Mortgage Loan Purchase Agreement, dated as of

the Closing Date, between the Seller and the Company, as purchaser, and all

amendments thereof and supplements thereto.

Purchase Price: With respect to any Mortgage Loan (or REO Property)

required to be or otherwise purchased on any date pursuant to Section 2.01,

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

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

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

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

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

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

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

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

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

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

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

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

with respect to such Mortgage Loan in connection with a breach of Sect