POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., | RESIDENTIAL FUNDING CORPORATION, | JPMORGAN CHASE BANK, N.A.

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 10/26/2005

EXECUTION COPY

RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,

Depositor,

RESIDENTIAL FUNDING CORPORATION,

Master Servicer,

and

JPMORGAN CHASE BANK, N.A.

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of September 1, 2005

Mortgage Asset-Backed Pass-Through Certificates

Series 2005-SP2

<PAGE>

<TABLE>

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS PAGE

Section 1.01. Definitions...............................................................6

Accrued Certificate Interest........................................................6

Adjusted Mortgage Rate..............................................................7

Adjustment Date.....................................................................7

Advance ............................................................................7

Affiliate...........................................................................7

Agreement...........................................................................8

Amount Held for Future Distribution.................................................8

Appraised Value.....................................................................8

Assigned Contracts..................................................................8

Assignment..........................................................................8

Assignment Agreement................................................................8

Assignment of Proprietary Lease.....................................................9

Available Distribution Amount.......................................................9

Balloon Loan........................................................................9

Balloon Payment.....................................................................9

Bankruptcy Amount...................................................................9

Bankruptcy Code....................................................................10

Bankruptcy Loss....................................................................10

Book-Entry Certificate.............................................................10

Business Day.......................................................................10

Calendar Quarter...................................................................11

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

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

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

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

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

Certificate Account Deposit Date...................................................11

Certificateholder or Holder........................................................11

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

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

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

Class ............................................................................12

Class A Certificates...............................................................12

Class A-I Certificates.............................................................13

Class A-I-1 Margin.................................................................13

Class A-I-2 Margin.................................................................13

Class A-I-3 Margin.................................................................13

Class A-II Certificates............................................................13

Class A-II Margin..................................................................13

Class B Certificates...............................................................13

Class B-I-1 Certificate............................................................13

Class B-I Certificates.............................................................13

Class B-I Margin...................................................................13

Class B-II-1 Certificate...........................................................13

Class B-II-2 Certificate...........................................................14

Class B-II-3 Certificate...........................................................14

Class M Certificates...............................................................14

Class M-I-1 Certificate............................................................14

Class M-I-1 Interest Distribution Amount...........................................14

Class M-I-1 Principal Distribution Amount..........................................14

Class M-I-2 Certificate............................................................15

Class M-I-2 Interest Distribution Amount...........................................15

Class M-I-2 Principal Distribution Amount..........................................15

Class M-I-3 Certificate............................................................15

Class M-I-3 Interest Distribution Amount...........................................16

Class M-I-3 Principal Distribution Amount..........................................16

Class M-I-4 Certificate............................................................16

Class M-I-4 Interest Distribution Amount...........................................17

Class M-I-4 Principal Distribution Amount..........................................17

Class M-I-5 Certificate............................................................17

Class M-I-5 Interest Distribution Amount...........................................17

Class M-I-5 Principal Distribution Amount..........................................18

Class M-I Margin...................................................................18

Class M-II-1 Certificate...........................................................19

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

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

Class M-II-4 Certificate...........................................................19

Class M-II Margin..................................................................19

Class R Certificate................................................................19

Class R-I Certificate..............................................................19

Class R-II Certificate.............................................................20

Class R-III Certificate............................................................20

Class SB Certificate...............................................................20

Class SB Distribution Amount.......................................................20

Closing Date.......................................................................20

Code ............................................................................20

Commission.........................................................................20

Cooperative........................................................................20

Cooperative Apartment..............................................................20

Cooperative Lease..................................................................20

Cooperative Loans..................................................................20

Cooperative Stock..................................................................21

Cooperative Stock Certificate......................................................21

Corporate Trust Office.............................................................21

Corresponding Class................................................................21

Credit Repository..................................................................21

Credit Support Pledge Agreement....................................................21

Curtailment........................................................................21

Custodial Account..................................................................21

Custodial Agreement................................................................21

Custodian..........................................................................21

Cut-off Date.......................................................................21

Cut-off Date Balance...............................................................21

Cut-off Date Principal Balance.....................................................22

Debt Service Reduction.............................................................22

Deficient Valuation................................................................22

Definitive Certificate.............................................................22

Deleted Mortgage Loan..............................................................22

Delinquent.........................................................................22

Depository.........................................................................22

Depository Participant.............................................................22

Derivative Contract................................................................22

Derivative Counterparty............................................................23

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

Determination Date.................................................................23

Disqualified Organization..........................................................23

Distribution Date..................................................................23

Due Date...........................................................................23

Due Period.........................................................................23

Eligible Account...................................................................23

Eligible Funds.....................................................................24

Eligible Master Servicing Compensation.............................................24

ERISA ............................................................................24

Event of Default...................................................................24

Excess Bankruptcy Loss.............................................................24

Excess Cash Flow...................................................................24

Excess Fraud Loss..................................................................25

Excess Loss........................................................................25

Excess Overcollateralization Amount................................................25

Excess Special Hazard Loss.........................................................25

Excess Subordinate Principal Amount................................................25

Exchange Act.......................................................................25

Extraordinary Events...............................................................25

Extraordinary Losses...............................................................26

Fannie Mae.........................................................................26

FDIC ............................................................................26

FHA ............................................................................26

Final Certification................................................................26

Final Distribution Date............................................................26

Fitch ............................................................................26

Foreclosure Profits................................................................26

Fraud Loss Amount..................................................................26

Fraud Losses.......................................................................27

Freddie Mac........................................................................27

Gross Margin.......................................................................27

Group A-II Certificates............................................................27

Group A-II Senior Certificates.....................................................27

Group A-II Subordinate Certificates................................................27

Group A-II Subordinate Percentage..................................................27

Group I Cut-off Date Balance.......................................................27

Group I Loan.......................................................................28

Group I Marker Rate................................................................28

Group I Net WAC Cap Rate...........................................................28

Group I Net WAC Cap Shortfall......................................................28

Group I Net WAC Cap Shortfall Carry-Forward Amount.................................28

Group I Optional Termination Date..................................................28

Group I Pool Stated Principal Balance..............................................28

Group I Principal Distribution Amount..............................................28

Group I Senior Certificates........................................................29

Group I Senior Enhancement Percentage..............................................29

Group I Stepdown Date..............................................................30

Group I Senior Enhancement Percentage..............................................30

Group I Subordination Percentage...................................................30

Group I Trigger Event..............................................................30

Group II Cut-off Date Balance......................................................30

Group II Loan......................................................................30

Group II Net WAC Cap Rate..........................................................30

Group II Net WAC Cap Shortfall.....................................................31

Group II Net WAC Cap Shortfall Carry-Forward Amount................................31

Group II Optional Termination Date.................................................31

Group II Pool Stated Principal Balance.............................................31

Group II Senior Certificates.......................................................31

Hazardous Materials................................................................31

High Cost Loan.....................................................................31

Highest Priority...................................................................31

Independent........................................................................32

Index ............................................................................32

Initial Certificate Principal Balance..............................................32

Initial Notional Amount............................................................32

Initial Subordinate Class Percentage...............................................32

Insurance Proceeds.................................................................32

Interest Accrual Period............................................................32

Interest Distribution Amount.......................................................33

Interest Only Certificate..........................................................33

Interested Person..................................................................33

Interim Certification..............................................................33

Late Collections...................................................................33

LIBOR .............................................................................33

LIBOR Business Day.................................................................33

LIBOR Rate Adjustment Date.........................................................33

Limited Repurchase Right Holder....................................................33

Liquidation Proceeds...............................................................33

Loan Group.........................................................................33

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

Lower Priority.....................................................................34

Lowest Priority....................................................................34

Margin ............................................................................34

Maturity Date......................................................................34

Maximum Group I Rate...............................................................34

Maximum Group II Rate..............................................................34

Maximum Mortgage Rate..............................................................34

Maximum Net Mortgage Rate..........................................................34

MERS ............................................................................34

MERS(R) System.....................................................................34

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

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

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

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

MOM Loan...........................................................................35

Monthly Payment....................................................................35

Monthly Strike Rate................................................................35

Moody's ...........................................................................35

Mortgage...........................................................................35

Mortgage File......................................................................35

Mortgage Loan Schedule.............................................................35

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

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

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

Mortgaged Property.................................................................37

Neg Am Loan........................................................................37

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

Non-Primary Residence Loans........................................................37

Non-United States Person...........................................................37

Nonrecoverable Advance.............................................................37

Nonsubserviced Mortgage Loan.......................................................38

Note Margin........................................................................38

Notice ............................................................................38

Notional Amount....................................................................38

Officers' Certificate..............................................................38

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

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

Overcollateralization Amount.......................................................39

Overcollateralization Floor........................................................39

Overcollateralization Increase Amount..............................................39

Overcollateralization Reduction Amount.............................................39

Ownership Interest.................................................................39

Pass-Through Rate..................................................................39

Paying Agent.......................................................................40

Percentage Interest................................................................40

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

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

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

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

Pledged Amount.....................................................................42

Pledged Asset Loan.................................................................42

Pledged Assets.....................................................................42

Prepayment Assumption..............................................................43

Prepayment Distribution Percentage.................................................43

Prepayment Distribution Trigger....................................................44

Prepayment Interest Shortfall......................................................44

Prepayment Period..................................................................44

Primary Insurance Policy...........................................................44

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

REMIC I Interest Loss Allocation Amount............................................48

REMIC I Overcollateralized Amount..................................................48

REMIC I Pass-Through Rate..........................................................48

REMIC I Principal Loss Allocation Amount...........................................48

REMIC I Regular Interests..........................................................48

REMIC I Regular Interest AA........................................................48

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

REMIC I Regular Interest A-I-2.....................................................48

REMIC I Regular Interest A-I-3.....................................................48

REMIC I Regular Interest B-I-1.....................................................49

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

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

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

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

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

REMIC I Regular Interest ZZ........................................................49

REMIC I Regular Interest ZZ Maximum Interest Deferral Amount.......................49

REMIC I Required Overcollateralization Amount......................................50

REMIC II...........................................................................50

REMIC II Pass-Through Rate.........................................................50

REMIC II Regular Interests.........................................................50

REMIC II Regular Interest II-A-II..................................................50

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

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

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

REMIC II Regular Interest II-M-II-1................................................51

REMIC II Regular Interest II-M-II-2................................................51

REMIC II Regular Interest II-M-II-3................................................51

REMIC II Regular Interest II-M-II-4................................................51

REMIC II Subordinated Balance Ratio................................................51

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

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

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

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

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

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

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

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

Repurchase Price...................................................................52

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

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

Required Overcollateralization Amount..............................................53

Reserve Fund.......................................................................53

Reserve Fund Deposit...............................................................53

Reserve Fund Residual Right........................................................53

Residential Funding................................................................53

Responsible Officer................................................................53

Security Agreement.................................................................53

Senior Accelerated Distribution Percentage.........................................53

Senior Certificates................................................................55

Senior Percentage..................................................................55

Senior Principal Distribution Amount...............................................55

Servicing Accounts.................................................................55

Servicing Advances.................................................................55

Servicing Fee......................................................................55

Servicing Fee Rate.................................................................55

Servicing Modification.............................................................55

Servicing Officer..................................................................56

Sixty-Plus Delinquency Percentage..................................................56

Special Hazard Amount..............................................................56

Special Hazard Loss................................................................57

Standard & Poor's..................................................................57

Startup Date.......................................................................57

Stated Principal Balance...........................................................57

Subordinate Class Percentage.......................................................57

Subordinate Principal Distribution Amount..........................................57

Subordination......................................................................58

Subsequent Recoveries..............................................................58

Subserviced Mortgage Loan..........................................................58

Subservicer........................................................................58

Subservicer Advance................................................................58

Subservicing Account...............................................................58

Subservicing Agreement.............................................................59

Subservicing Fee...................................................................59

Subservicing Fee Rate..............................................................59

Tax Returns........................................................................59

Transfer...........................................................................59

Transferee.........................................................................59

Transferor.........................................................................59

Trust Fund.........................................................................59

Trust Fund I.......................................................................59

Trust Fund II......................................................................60

Uncertificated Accrued Interest....................................................60

Uncertificated Pass-Through Rate...................................................60

Uncertificated Principal Balance...................................................60

Uniform Single Attestation Program for Mortgage Bankers............................61

Uninsured Cause....................................................................61

United States Person...............................................................61

VA ............................................................................61

Voting Rights......................................................................61

Yield Maintenance Agreement Notional Balance.......................................62

Yield Maintenance Agreement Payment................................................62

Yield Maintenance Agreement Provider...............................................62

Yield Maintenance Agreement Purchase Price.........................................62

Yield Maintenance Agreements.......................................................62

Yield Maintenance Deposit Account..................................................62

Yield Maintenance Deposit Account Residual Right...................................62

Section 1.02. Determination of LIBOR...................................................62

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01. Conveyance of Mortgage Loans.............................................64

Section 2.02. Acceptance by Trustee....................................................70

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

the Depositor .....................................................71

Section 2.04. Representations and Warranties of Residential Funding....................73

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

Interests and REMIC II Regular Interests.................................75

ARTICLE III

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01. Master Servicer to Act as Servicer.......................................77

Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers;

Enforcement of Subservicers' Obligations.... ......................78

Section 3.03. Successor Subservicers...................................................79

Section 3.04. Liability of the Master Servicer.........................................80

Section 3.05. No Contractual Relationship Between Subservicer and Trustee or

Certificateholders ................................................80

Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee..........80

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

Account ...........................................................81

Section 3.08. Subservicing Accounts; Servicing Accounts................................84

Section 3.09. Access to Certain Documentation and Information Regarding the

Mortgage Loans ....................................................85

Section 3.10. Permitted Withdrawals from the Custodial Account.........................85

Section 3.11. Maintenance of Primary Insurance Coverage................................87

Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage........88

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

Agreements; Certain Assignments....................................89

Section 3.14. Realization Upon Defaulted Mortgage Loans................................91

Section 3.15. Trustee to Cooperate; Release of Mortgage Files..........................95

Section 3.16. Servicing and Other Compensation; Eligible Master Servicing Compensation.97

Section 3.17. Reports to the Trustee and the Depositor.................................98

Section 3.18. Annual Statement as to Compliance........................................98

Section 3.19. Annual Independent Public Accountants' Servicing Report..................99

Section 3.20. Right of the Depositor in Respect of the Master Servicer.................99

ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01. Certificate Account.....................................................107

Section 4.02. Distributions...........................................................108

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

Reporting...............................................................118

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

Advances by the Master Servicer...................................121

Section 4.05. Allocation of Realized Losses...........................................123

Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property...........124

Section 4.07. Optional Purchase of Defaulted Mortgage Loans...........................124

Section 4.08. Limited Mortgage Loan Repurchase Right..................................125

Section 4.09. Distribution of Net WAC Cap Shortfall Carry-Forward Amounts; Yield

Maintenance Deposit Account.......................................125

Section 4.10. Derivative Contracts....................................................127

ARTICLE V

THE CERTIFICATES

Section 5.01. The Certificates........................................................129

Section 5.02. Registration of Transfer and Exchange of Certificates...................130

Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.......................136

Section 5.04. Persons Deemed Owners...................................................136

Section 5.05. Appointment of Paying Agent.............................................136

ARTICLE VI

THE DEPOSITOR AND THE MASTER SERVICER

Section 6.01. Respective Liabilities of the Depositor and the Master Servicer.........138

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

Assignment of Rights and Delegation of Duties by Master Servicer........138

Section 6.03. Limitation on Liability of the Depositor, the Master Servicer and Others139

Section 6.04. Depositor and Master Servicer Not to Resign.............................139

ARTICLE VII

DEFAULT

Section 7.01. Events of Default.......................................................141

Section 7.02. Trustee or Depositor to Act; Appointment of Successor...................142

Section 7.03. Notification to Certificateholders......................................144

Section 7.04. Waiver of Events of Default.............................................144

ARTICLE VIII

CONCERNING THE TRUSTEE

Section 8.01. Duties of Trustee.......................................................147

Section 8.02. Certain Matters Affecting the Trustee...................................148

Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans...................150

Section 8.04. Trustee May Own Certificates............................................150

Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses; Indemnification.....150

Section 8.06. Eligibility Requirements for Trustee....................................151

Section 8.07. Resignation and Removal of the Trustee..................................152

Section 8.08. Successor Trustee.......................................................153

Section 8.09. Merger or Consolidation of Trustee......................................153

Section 8.10. Appointment of Co-Trustee or Separate Trustee...........................153

Section 8.11. Appointment of Custodians...............................................154

ARTICLE IX

TERMINATION

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

All Mortgage Loans .....................................................156

Section 9.02. Additional Termination Requirements.....................................158

ARTICLE X

REMIC PROVISIONS

Section 10.01. REMIC Administration....................................................160

Section 10.02. Master Servicer, REMIC Administrator and Trustee Indemnification........163

Section 10.03. Distributions on the REMIC I Regular Interests and the REMIC II

Regular Interests ......................................................164

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01. Amendment...............................................................167

Section 11.02. Recordation of Agreement; Counterparts..................................169

Section 11.03. Limitation on Rights of Certificateholders..............................170

Section 11.04. Governing Law...........................................................170

Section 11.05. Notices.................................................................170

Section 11.06. Notices to Rating Agencies..............................................171

Section 11.07. Severability of Provisions..............................................172

Section 11.08. Supplemental Provisions for Resecuritization............................172

EXHIBIT A

FORM OF CLASS A CERTIFICATE AND INTEREST ONLY CERTIFICATE

</TABLE>

<PAGE>

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

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

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

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

assigns, the "Master Servicer"), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

a banking association organized under the laws of the United States, as trustee

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

PRELIMINARY STATEMENT:

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

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

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

ownership interest in the Mortgage Loans (as defined herein).

REMIC I

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

treat the segregated pool of assets consisting of the Group I Loans and certain

other related assets (exclusive of the Yield Maintenance Deposit Account and the

Yield Maintenance Agreements) subject to this Agreement as a real estate

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

such segregated pool of assets will be designated as "REMIC I." The Class R-I

Certificates will represent the sole class of "residual interests" in REMIC I

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

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

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

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

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

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

Regular Interest shall be the date set forth below. None of the REMIC I Regular

Interests will be certificated.

<TABLE>

REMIC I Uncertificated REMIC I Latest Possible

Designation Pass-Through Rate Principal Balance Maturity Date(1)

AA Adjustable(2) $ 180,014,411.26 May 25, 2044

A-I-1 Adjustable(2) $ 1,146,150 May 25, 2044

A-I-2 Adjustable(2) $ 155,980 May 25, 2044

A-I-3 Adjustable(2) $ 213,380 May 25, 2044

M-I-1 Adjustable(2) $ 128,580 May 25, 2044

M-I-2 Adjustable(2) $ 91,840 May 25, 2044

M-I-3 Adjustable(2) $ 50,510 May 25, 2044

M-I-4 Adjustable(2) $ 18,360 May 25, 2044

M-I-5 Adjustable(2) $ 13,3770 May 25, 2044

B-I-1 Adjustable(2)) $ 18,360 May 25, 2044

ZZ Adjustable(2) $ 1,836,945.74 May 25, 2044

</TABLE>

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

(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury

regulations, the Distribution Date immediately following the maturity

date for the Mortgage Loan with the latest maturity date has been

designated as the "latest possible maturity date" for each REMIC I

Regular Interest.

(2) Calculated in accordance with the definition of "REMIC I Pass-Through

Rate" herein.

<PAGE>

REMIC II

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

treat the segregated pool of assets consisting of the Group II Loans and certain

other related assets subject to this Agreement as a REMIC for federal income tax

purposes, and such segregated pool of assets will be designated "REMIC II." The

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

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

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

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

Principal Balance for each of the "regular interests" in REMIC II (the "REMIC II

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 II Regular Interest shall be the date set forth below.

<TABLE>

Uncertificated

REMIC II REMIC II

Pass-Through Principal Balance Latest Possible

Designation Rate Maturity Date (1)

II-A-II Adjustable(2) $ 288,130,000 June 25, 2044

II-M-II-1 Adjustable(2) $ 7,356,000 June 25, 2044

II-M-II-2 Adjustable(2) $ 4,291,000 June 25, 2044

II-M-II-3 Adjustable(2) $ 2,298,000 June 25, 2044

II-M-II-4 Adjustable(2) $ 1,072,000 June 25, 2044

II-B-II-1 Variable(2) $ 1,379,000 June 25, 2044

II-B-II-2 Variable(2) $ 613,000 June 25, 2044

II-B-II-3 Variable(2) $ 1,382,769 June 25, 2044

</TABLE>

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

(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury

regulations, the Distribution Date immediately following the maturity

date for the Mortgage Loan with the latest maturity date has been

designated as the "latest possible maturity date" for each REMIC II

Regular Interest.

(2) Calculated in accordance with the definition of "REMIC II Pass-Through

Rate" herein.

REMIC III

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

treat the segregated pool of assets consisting of the REMIC I Regular Interests

and REMIC II Regular Interests and certain other related assets (other than the

Yield Maintenance Deposit Account) subject to this Agreement as a REMIC for

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

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

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

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

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

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

Certificates comprising the interests representing "regular interests" in REMIC

III and the Class R Certificates. The "latest possible maturity date"

(determined solely for purposes of satisfying Treasury Regulation Section

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

set forth below.

<PAGE>

<TABLE>

PASS-THROUGH AGGREGATE INITIAL

RATE CERTIFICATE

DESIGNATION TYPE PRINCIPAL BALANCE FEATURES MATURITY DATE INITIAL RATINGS(7)

S&P FITCH MOODY'S

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

Class A-I-1 Senior Adjustable Rate(1) $114,615,000 Senior May 25, 2044 AAA N/R Aaa

Class A-I-2 Senior AdjustableRate(1) $15,598,000 Senior May 25, 2044 AAA N/R Aaa

Class A-I-3 Senior Adjustable $21,338,000 Senior May 25, 2044 AAA N/R Aaa

Rate(1)

Class A-II Senior Adjustable $288,130,000 Senior June 25, 2044 AAA AAA Aaa

Rate(1)

Class Senior Variable Rate(1) $0 Senior June 25, 2044 AAA AAA Aaa

A-II-IO-A

Class Senior Variable Rate(1) $0 Senior June 25, 2044 AAA AAA Aa1

A-II-IO-B

Class M-I-1 Mezzanine Adjustable $12,858,000 Mezzanine May 25, 2044 AA N/R Aa2

Rate(1)

Class M-I-2 Mezzanine Adjustable $9,184,000 Mezzanine May 25, 2044 A N/R A2

Rate(1)

Class M-I-3 Mezzanine Adjustable $5,051,000 Mezzanine May 25, 2044 BBB+ N/R Baa1

Rate(1)

Class M-I-4 Mezzanine Adjustable $1,836,000 Mezzanine May 25, 2044 BBB N/R Baa2

Rate(1)

Class M-I-5 Mezzanine Adjustable $1,377,000 Mezzanine May 25, 2044 BBB- N/R Baa3

Rate(1)

Class M-II-1 Mezzanine Adjustable $7,356,000 Mezzanine June 25, 2044 AA AA Aa1

Rate(1)

Class M-II-2 MezzanineAdjustable Rate $4,291,000 Mezzanine June 25, 2044 N/R N/R Aa2

(1)

Class M-II-3 MezzanineAdjustable Rate $2,298,000 Mezzanine June 25, 2044 N/R N/R A2

(1)

Class M-II-4 MezzanineAdjustable Rate $1,072,000 Mezzanine June 25, 2044 N/R N/R Baa1

(1)

Class B-I-1 Subordinate Adjustable $1,836,000 Subordinate May 25, 2044 BB+ N/R Ba1

Rate(1)

Class B-II-1 SubordinaVariable Rate(1) $1,379,000 Subordinate June 25, 2044 N/R N/R Ba2

Class B-II-2 SubordinaVariable Rate(1) $613,000 Subordinate June 25, 2044 N/R N/R B2

Class B-II-3 SubordinaVariable Rate(1) $1,382,769 Subordinate June 25, 2044 N/R N/R N/R

Class R-I Residual N/A $0 Residual May 25, 2044 N/R N/R N/R

Class R-II Residual (5) $50 Residual June 25, 2044 AAA AAA Aaa

Class R-III Residual (5) $50 Residual June 25, 2044 AAA AAA Aaa

Class SB SubordinaVariable Rate(2) $6,287 Subordinate June 25, 2044 N/R N/R N/R

</TABLE>

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

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

herein.

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

definition of Accrued Certificate Interest. The Class SB Certificates

will not accrue interest on their Certificate Principal Balance.

(3) The Class A-II-IO-A Certificates represent ownership of the

Uncertificated Class A-II-IO-A REMIC III Regular Interests represented

by such Class on such date.

(4) The Class A-II-IO-B Certificates represent ownership of the

Uncertificated Class A-II-IO-B REMIC III Regular Interests represented

by such Class on such date.

(5) A rate equal to the weighted average of the Net Mortgage Rates on the

Group II Loans.

The Group I Loans, which are a part of Trust Fund I as more fully

described herein, have an aggregate Cut-off Date Principal Balance equal to

$183,688,287.28 The Group I Loans are fixed-rate and adjustable-rate, fully

amortizing and balloon payment, first lien mortgage loans having terms to

maturity at origination or modification of generally not more than 40 years. The

Group II Loans, which are a part of Trust Fund II as more fully described

herein, have an aggregate Cut-off Date Principal Balance equal to

$306,521,869.06. The Group II Loans are fixed-rate, fully amortizing and balloon

payment, first lien mortgage loans having terms to maturity at origination or

modification of generally not more than 40 years.

<PAGE>

In consideration of the mutual agreements herein contained, the

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

<PAGE>

ARTICLE I

DEFINITIONS

Section 1.01. Definitions.

-----------

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

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

Article.

Accrued Certificate Interest: With respect to each Distribution Date and

the Class A-I Certificates, Class M-I Certificates and Class B-I Certificates

interest accrued during the preceding Interest Accrual Period on its Certificate

Principal Balance immediately prior to such Distribution Date at the related

Pass-Through Rate for such Distribution Date.

The amount of Accrued Certificate Interest on each Class of Class A-I

Certificates, Class M-I Certificates, Class B-I Certificates shall be reduced by

the amount of (a) Prepayment Interest Shortfalls on the Group I Loans during the

prior calendar month (to the extent not covered by Eligible Master Servicing

Compensation pursuant to Section 3.16) and Relief Act Shortfalls on Group I

Loans during the related Due Period, in each case to the extent allocated to

such Class of Certificates pursuant to Section 4.02(I)(d); and (b) the interest

portion of Realized Losses allocated to such Class through Subordination as

described in Section 4.05.

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

interest accrued during the preceding Interest Accrual Period at the related

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

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

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

I Loans including Prepayment Interest Shortfalls to the extent not covered by

Eligible Master Servicing Compensation pursuant to Section 3.16 or by Excess

Cash Flow pursuant to clauses (xiv) and (xv) of Section 4.02(I)(a). In addition,

Accrued Certificate Interest with respect to each Distribution Date, as to the

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

portion of Realized Losses allocated to the Overcollateralization Amount

pursuant to Section 4.05 hereof.

With respect to each Distribution Date and the Group A-II Certificates,

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

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

Notional Amount thereof immediately prior to such Distribution Date. In each

case, Accrued Certificate Interest on any Class of Certificates will be reduced

by interest shortfalls from the Mortgage Loans in Loan Group II, if any,

allocated to such Class of Certificates for such Distribution Date, to the

extent not covered with respect to the Group A-II Senior Certificates by the

Subordination provided by the Class B-II Certificates and Class M-II

Certificates and, with respect to each Class of Group A-II Subordinate

Certificates to the extent not covered by the Subordination provided by each

Group A-II Subordinate Certificate with a Lower Priority, including in each

case:

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

related Loan Group (to the extent not covered by Eligible Master

Servicing Compensation pursuant to Section 3.16), allocated among

the Certificates on a pro rata basis,

<PAGE>

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

Modified Net Mortgage Rate in the case of a Modified Mortgage

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

Loan Group (including Excess Losses from the related Loan Group)

not allocated solely to one or more specific Classes of

Certificates pursuant to Section 4.05,

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

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

Loans in the related Loan Group, which remained unreimbursed

following the Cash Liquidation or REO Disposition of such

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

delinquencies that were ultimately determined to be Excess Losses

from the related Loan Group, and

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

provided by the Class M-II Certificates and Class B-II

Certificates, including interest that is not collectible from the

Mortgagor pursuant to the Relief Act,

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

proportion to their respective amounts of Accrued Certificate Interest payable

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

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

Class of Class B-II Certificates or any Class of Class M-II Certificates,

Accrued Certificate Interest on such Class of Class B-II Certificates or such

Class of Class M-II 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-II Certificates or such Class of Class M-II

Certificates pursuant to Section 4.05.

Accrued Certificate Interest on the Class A-I Certificates, Class M-I

Certificates, Class B-I Certificates, Class R-I Certificates, Class A-II

Certificates, Class-II-IO-A Certificates, Class A-II-IO-B Certificates, Class

M-II Certificates, Class B-II Certificates, Class R-II Certificates and Class

R-III Certificates shall accrue on the basis of a 360-day year and the actual

number of days in the related Interest Accrual Period. Accrued Certificate

Interest on the Class SB Certificates shall accrue on the basis of a 360-day

year consisting of twelve 30-day months.

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

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

related Subservicing Fee Rate.

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

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

on such Mortgage Loan becomes effective.

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

Servicer, pursuant to Section 4.04.

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.

<PAGE>

Agreement: This Pooling and Servicing Agreement and all amendments

hereof and supplements hereto.

Amount Held for Future Distribution: As to any Distribution Date in

respect of the related Mortgage Loans and each Loan Group, the total of the

amounts held in the Custodial Account in respect of the related Mortgage Loans

and each Loan Group at the close of business on the preceding Determination Date

on account of (i) Liquidation Proceeds, Subsequent Recoveries, REO Proceeds,

Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant

to Section 2.02, 2.03, 2.04, 4.07 or 4.08 and Mortgage Loan substitutions made

pursuant to Section 2.03 or 2.04 received or made in the month of such

Distribution Date (other than such Liquidation Proceeds, Subsequent Recoveries,

REO Proceeds, Insurance Proceeds and purchases of Mortgage Loans that the Master

Servicer has deemed to have been received in the preceding month in accordance

with Section 3.07(b)) and (ii) payments which represent early receipt of

scheduled payments of principal and interest due on a date or dates subsequent

to the Due Date in the related Due Period.

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

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

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

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

in the case of a Mortgaged Property securing a refinanced or modified Mortgage

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

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

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

or (3) the sales price of the Mortgaged Property, or (iii) with respect to the

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

contained in such opinion..

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

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

Corporation, National Financial Services Corporation and the Mortgagor or other

person pledging the related Pledged Assets; or the Additional Collateral

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

pledging the related Pledged Assets.

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

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

jurisdiction wherein the related Mortgaged Property is located to reflect of

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

Certificateholders, which assignment, notice of transfer or equivalent

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

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

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

Assignment Agreement: The Assignment and Assumption Agreement, dated the

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

transfer and assignment of the Mortgage Loans.

<PAGE>

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

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

of the Cooperative Loan.

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

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

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

on the immediately preceding Determination Date, including any Subsequent

Recoveries, and amounts deposited in the Custodial Account in connection with

the substitution of Qualified Substitute Mortgage Loans that are related

Mortgage Loans, (ii) the amount of any Advance made on the immediately preceding

Certificate Account Deposit Date with respect to the related Mortgage Loans,

(iii) any amount deposited in the Certificate Account on the related Certificate

Account Deposit Date pursuant to Section 3.12(a) in respect of the related

Mortgage Loans, (iv) any amount that the Master Servicer is not permitted to

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

the related Mortgage Loans, (v) any amount deposited in the Certificate Account

pursuant to Section 4.07 or 9.01 in respect of the related Mortgage Loans and

(vi) the proceeds of any Pledged Assets received by the Master Servicer and any

amount deposited in the Custodial Account pursuant to Section 9.01 reduced by

(b) the sum as of the close of business on the immediately preceding

Determination Date of (w) any payments or collections consisting of prepayment

charges or additional servicing compensation, as applicable, on the Mortgage

Loans that were received during the related Prepayment Period, (x) the Amount

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

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

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

inclusive, of Section 3.10(a).

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

maturity that is shorter than the related amortization term.

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

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

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

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

$150,000 over (B) the aggregate amount of Bankruptcy Losses allocated solely to

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

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

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

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

close of business on the Business Day immediately preceding the most recent

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

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

Cut-off Date, the Business Day immediately preceding such date of determination)

(for purposes of this definition, the "Relevant Anniversary") and (b) the

greater of

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

principal balance of all the Group II Loans in the Mortgage Pool

as of the Relevant Anniversary (other than Additional Collateral

Loans, if any) having a Loan-to-Value Ratio at origination which

exceeds 75% and (ii) $150,000; and

<PAGE>

(B) the greater of (i) the product of (x) an amount

equal to the largest difference in the related Monthly Payment

for any Non-Primary Residence Loan remaining in the Mortgage Pool

(other than Additional Collateral Loans, if any) which had an

original Loan-to-Value Ratio of 80% or greater that would result

if the Net Mortgage Rate thereof was equal to the weighted

average (based on the principal balance of the Mortgage Loans as

of the Relevant Anniversary) of the Net Mortgage Rates of all

Mortgage Loans as of the Relevant Anniversary less 1.25% per

annum, (y) a number equal to the weighted average remaining term

to maturity, in months, of all Non-Primary Residence Loans

remaining in the Mortgage Pool as of the Relevant Anniversary,

and (z) one plus the quotient of the number of all Non-Primary

Residence Loans remaining in the Mortgage Pool divided by the

total number of Outstanding Mortgage Loans in the Mortgage Pool

as of the Relevant Anniversary, and (ii) $150,000,

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.

The Bankruptcy Amount may be further reduced by the Master Servicer

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

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

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

rating assigned 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 Group II Loan, a Deficient

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

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

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

that the Master Servicer is diligently pursuing any remedies that may exist in

connection with the representations and warranties made regarding the related

Mortgage Loan and either (A) the related Mortgage Loan is not in default with

regard to payments due thereunder or (B) delinquent payments of principal and

interest under the related Mortgage Loan and any premiums on any applicable

primary hazard insurance policy and any related escrow payments in respect of

such Mortgage Loan are being advanced on a current basis by the Master Servicer

or a Subservicer, in either case without giving effect to any Debt Service

Reduction.

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

Depository or its nominee.

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

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

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

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

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

<PAGE>

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

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

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

Capitalization Reimbursement Amount: As to any Distribution Date, the

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

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

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

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

Reimbursement Shortfall Amount remaining unreimbursed from any prior

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

prior to such Distribution Date.

Capitalization Reimbursement Shortfall Amount: As to any Distribution

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

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

preceding calendar month exceeds the amount of principal payments on the

Mortgage Loans included in the Available Distribution Amount for such

Distribution Date.

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

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

Master Servicer that it has received all Insurance Proceeds, Liquidation

Proceeds and other payments or cash recoveries which the Master Servicer

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

such Mortgage Loan.

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

Certificate, Class R Certificate or Class SB Certificate.

Certificate Account: The account or accounts created and maintained

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

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

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

2005-SP2" and which must be an Eligible Account.

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

Business Day prior thereto.

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

registered in the Certificate Register, except that neither a Disqualified

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

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

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

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

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

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

into account in determining whether the requisite amount of Percentage Interests

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

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

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

rights through the Depository and participating members thereof, except as

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

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

whose name a Certificate is registered in the Certificate Register.

<PAGE>

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

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

indirect participating brokerage firm for which a Depository Participant acts as

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

and otherwise on the books of the Depository.

Certificate Principal Balance: With respect to each Certificate (other

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

equal to:

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

specified on the face thereof, plus

(ii) any Subsequent Recoveries added to the Certificate Principal

Balance of such Certificate pursuant to Section 4.02, minus

(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, that the Certificate Principal Balance of the Class of Class B-II

Certificates or Class M-II Certificates with the Lowest Priority at any given

time shall be further reduced by an amount equal to the Percentage Interest

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

aggregate Certificate Principal Balance of the Class of Group A-II Certificates

then outstanding over (B) the then aggregate Stated Principal Balance of the

Mortgage Loans in Loan Group II. With respect to each Class SB Certificate, on

any date of determination, an amount equal to the Percentage Interest evidenced

by such Certificate times an amount equal to (i) the excess, if any, of (A) the

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

aggregate Certificate Principal Balance of the Class A Certificates and Class M

Certificates then outstanding. The Class R Certificates will not have a

Certificate Principal Balance.

Certificate Register and Certificate Registrar: The register maintained

and the registrar appointed pursuant to Section 5.02.

Class: Collectively, all of the Certificates or uncertificated interests

bearing the same designation.

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

A-I-3, Class A-II, Class A-II-IO-A or Class A-II-IO-B Certificates.

<PAGE>

Class A-I Certificates: Any one of the Class A-I-1 Certificates, Class

A-I-2 or Class A-I-3 Certificates, senior to the Class M-I, Class B-I-1, Class

SB and Class R-I Certificates with respect to distributions and the allocation

of Realized Losses in respect of the Mortgage Loans in Loan Group I as set forth

in Section 4.05, and evidencing an interest designated as a "regular interest"

in REMIC I for purposes of the REMIC Provisions.

Class A-I Principal Distribution Amount: With respect to any

distribution Date (i) prior to the Group I Stepdown Date or on or after the

Group I Stepdown Date if a Group I Trigger Event is in effect for that

Distribution Date, the Principal Distribution Amount for that Distribution Date

or (ii) on or after the Group I Stepdown Date if a Group I Trigger Event is not

in effect for that distribution date, the lesser of:

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

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

Balance of the Class A-I Certificates immediately prior to that Distribution

Date over (B) the lesser of (x) the product of (1) the applicable Group I

Subordination Percentage and (2) the aggregate Stated Principal Balance of the

Group I Loans after giving effect to distributions to be made on that

Distribution Date and (y) the excess, if any, of the aggregate Stated Principal

Balance of the Group I Loans after giving effect to distributions to be made on

that Distribution Date, over the Overcollateralization Floor.

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

initially 0.150% per annum, and on any Distribution Date on or after the second

Distribution Date after the first possible Group I Optional Termination Date,

0.300% per annum.

Class A-I-2 Margin: With respect to the Class A-I-2 Certificates,

initially 0.290% per annum, and on any Distribution Date on or after the second

Distribution Date after the first possible Group I Optional Termination Date,

0.580% per annum

Class A-I-3 Margin: With respect to the Class A-I-3 Certificates,

initially 0.40% per annum, and on any Distribution Date on or after the second

Distribution Date after the first possible Group I Optional Termination Date,

0.800% per annum.

Class A-II Certificates: Any one of the Class A-II Certificates, senior

to the Class M-II Certificates and Class B-II Certificates with respect to

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

Loans in Loan Group II as set forth in Section 4.05, and evidencing an interest

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

Provisions.

Class A-II Margin: With respect to the Class A-II Certificates,

initially 0.30% per annum, and on any Distribution Date on or after the second

Distribution Date after the first possible Group II Optional Termination Date,

0.600% per annum.

Class B Certificates: Any one of the Class B-I-1, Class B-II-1, Class

B-II-2 or Class B-II-3 Certificates.

<PAGE>

Class B-I-1 Certificate: Any one of the Class B-I-1 Certificates

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form annexed hereto as Exhibit B, and evidencing an

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

REMIC Provisions.

Class B-I Certificates: the Class B-I-1 Certificates.

Class B-I-1 Interest Distribution Amount: With respect to the Class B-I

Certificates and any Distribution Date, the aggregate amount of Accrued

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

Distribution Date, plus any related Accrued Certificate Interest remaining

unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls

for such Distribution Date not covered by Eligible Master Servicing Compensation

and any Relief Act Shortfalls for such Distribution Date allocated as set forth

herein to the Class B-I Certificates.

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

Distribution Date (i) prior to the Group I Stepdown Date or on or after the

Group 1 Stepdown Date if a Trigger Event is in effect for that distribution

date, the remaining Principal Distribution Amount for that distribution date

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

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

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

Class M-I-5 Principal Distribution Amount or (ii) on or after the Group 1

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

the lesser of:

(i) the remaining Principal Distribution Amount for that distribution

date after distribution of the Class A-I Principal Distribution Amount, Class

M-I-1 Principal Distribution Amount, Class M-I-2 Principal Distribution Amount,

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

Amount and Class M-I-5 Principal Distribution Amount and

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

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

M-I-4 and Class M-I-5 Certificates (after taking into account the payment of the

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

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

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

Principal Distribution Amount for that distribution date, and (2) the

Certificate Principal Balance of the Class B-I-1 Certificates immediately prior

to that distribution date over (B) the lesser of (x) the product of (1) the

Group I Subordination Percentage and (2) the aggregate Stated Principal Balance

of the Group I Loans after giving effect to distributions to be made on that

distribution date and (y) the excess, if any, of the aggregate Stated Principal

Balance of the Group I Loans after giving effect to distributions to be made on

that distribution date, over the Overcollateralization Floor.

Class B-I Margin: With respect to the Class B-I Certificates, initially

2.75% per annum, and on any Distribution Date on or after the second

Distribution Date after the first possible Group I Optional Termination Date,

4.125% per annum.

<PAGE>

Class B-II-1 Certificate: Any one of the Class B-II-1 Certificates

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form annexed hereto as Exhibit B, senior to the Class

B-II-2 and Class B-II-3 Certificates with respect to distributions and the

allocation of Realized Losses in respect of the Mortgage Loans in Loan Group II,

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

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

Class B-II-2 Certificate: Any one of the Class B-II-2 Certificates

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form annexed hereto as Exhibit B, senior to the Class

B-II-3 Certificates with respect to distributions and the allocation of Realized

Losses in respect of the Mortgage Loans in Loan Group II, as set forth in

Section 4.05, and evidencing an interest designated as a "regular interest" in

REMIC III for purposes of the REMIC Provisions.

Class B-II-3 Certificate: Any one of the Class B-II-3 Certificates

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form annexed hereto as Exhibit B, and evidencing an

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

REMIC Provisions.

Class M Certificates: Any one of the Class M-I-1, Class M-I-2, Class

M-I-3, Class M-I-4, Class M-I-5, Class M-II-1, Class M-II-2, Class M-II-3 or

Class M-II-4 Certificates.

Class M-I-1 Certificate: Any one of the Class M-I-1 Certificates

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form annexed hereto as Exhibit B, senior to the Class

M-I-2, Class M-I-3, Class M-I-4, Class M-I-5, Class B-I-1, Class SB and Class

R-I Certificates with respect to distributions and the allocation of Realized

Losses in respect of the Mortgage Loans in Loan Group I as set forth in Section

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

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

I Net WAC Cap Shortfall Carry-Forward Amount from the Yield Maintenance Deposit

Account.

Class M-I-1 Interest Distribution Amount: With respect to the Class

M-I-1 Certificates and any Distribution Date, the aggregate amount of Accrued

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

Distribution Date, plus any related Accrued Certificate Interest remaining

unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls

for such Distribution Date not covered by Eligible Master Servicing Compensation

and any Relief Act Shortfalls for such Distribution Date allocated as set forth

herein to the Class M-I-1 Certificates.

Class M-I-1 Principal Distribution Amount: With respect to any

Distribution Date (i) prior to the Group I Stepdown Date or on or after the

Group I Stepdown Date if a Group I Trigger Event is in effect for such

Distribution Date, the remaining Group I Principal Distribution Amount for such

Distribution Date after distribution of the Class A-I Principal Distribution

Amount or (ii) on or after the Group I Stepdown Date if a Group I Trigger Event

is not in effect for such Distribution Date, the lesser of:

<PAGE>

(i) the remaining Group I Principal Distribution Amount for such

Distribution Date after distribution of the Class A-I Principal

Distribution Amount; and

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

Principal Balance of the Class A-I Certificates (after taking into

account the payment of the Class A-I Principal Distribution Amount for

such Distribution Date) and (2) the Certificate Principal Balance of the

Class M-I-1 Certificates immediately prior to such Distribution Date

over (B) the lesser of (x) the product of (l) the applicable Group I

Subordination Percentage and (2) the aggregate Stated Principal Balance

of the Group I Loans after giving effect to distributions to be made on

such Distribution Date and (y) the aggregate Stated Principal Balance of

the Group I Loans after giving effect to distributions to be made on

such Distribution Date, less the related Overcollateralization Floor.

Class M-I-2 Certificate: Any one of the Class M-I-2 Certificates

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form annexed hereto as Exhibit B, senior to the Class

M-I-3, Class M-I-4, Class M-I-5, Class B-I-1, Class SB and Class R-I

Certificates with respect to distributions and the allocation of Realized Losses

in respect of the Mortgage Loans in Loan Group I as set forth in Section 4.05,

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

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

Net WAC Cap Shortfall Carry-Forward Amount from the Yield Maintenance Deposit

Account.

Class M-I-2 Interest Distribution Amount: With respect to the Class

M-I-2 Certificates and any Distribution Date, the aggregate amount of Accrued

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

Distribution Date, plus any related Accrued Certificate Interest remaining

unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls

for such Distribution Date not covered by Eligible Master Servicing Compensation

and any Relief Act Shortfalls for such Distribution Date allocated as set forth

herein to the Class M-I-2 Certificates.

Class M-I-2 Principal Distribution Amount: With respect to any

Distribution Date (i) prior to the Group I Stepdown Date or on or after the

Group I Stepdown Date if a Group I Trigger Event is in effect for such

Distribution Date, the remaining Group I Principal Distribution Amount for such

Distribution Date after distribution of the Class A-I Principal Distribution

Amount and the Class M-I-1 Principal Distribution Amount or (ii) on or after the

Group I Stepdown Date if a Group I Trigger Event is not in effect for such

Distribution Date, the lesser of:

(i) the remaining Group I Principal Distribution Amount for such

Distribution Date after distribution of the Class A-I Principal

Distribution Amount and the Class M-I-1 Principal Distribution Amount;

and

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

Principal Balance of the Class A-I Certificates and Class M-I-1

Certificates (after taking into account the payment of the Class A-I

Principal Distribution Amount and the Class M-I-1 Principal Distribution

Amount for such Distribution Date) and (2) the Certificate Principal

Balance of the Class M-I-2 Certificates immediately prior to such

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

applicable Group I Subordination Percentage and (2) the aggregate Stated

Principal Balance of the Group I Loans after giving effect to

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

Stated Principal Balance of the Group I Loans after giving effect to

distributions to be made on such Distribution Date, less the related

Overcollateralization Floor.

<PAGE>

Class M-I-3 Certificate: Any one of the Class M-I-3 Certificates

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form annexed hereto as Exhibit B, senior to the Class

M-I-4, Class M-I-5, Class B-I-1, Class SB and Class R-I Certificates with

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

Mortgage Loans in Loan Group I as set forth in Section 4.05, and evidencing (i)

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

REMIC Provisions and (ii) the right to receive the Group I Net WAC Cap Shortfall

Carry-Forward Amount from the Yield Maintenance Deposit Account.

Class M-I-3 Interest Distribution Amount: With respect to the Class

M-I-3 Certificates and any Distribution Date, the aggregate amount of Accrued

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

Distribution Date, plus any related Accrued Certificate Interest remaining

unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls

for such Distribution Date not covered by Eligible Master Servicing Compensation

and any Relief Act Shortfalls for such Distribution Date allocated as set forth

herein to the Class M-I-3 Certificates.

Class M-I-3 Principal Distribution Amount: With respect to any

Distribution Date (i) prior to the Group I Stepdown Date or on or after the

Group I Stepdown Date if a Group I Trigger Event is in effect for such

Distribution Date, the remaining Group I Principal Distribution Amount for such

Distribution Date after distribution of the Class A-I Principal Distribution

Amount, the Class M-I-1 Principal Distribution Amount and the Class M-I-2

Principal Distribution Amount or (ii) on or after the Group I Stepdown Date if a

Group I Trigger Event is not in effect for such Distribution Date, the lesser

of:

(i) the remaining Group I Principal Distribution Amount for such

Distribution Date after distribution of the Class A-I Principal

Distribution Amount, the Class M-I-1 Principal Distribution Amount and

the Class M-I-2 Principal Distribution Amount; and

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

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

Certificates and Class M-I-2 Certificates (after taking into account the

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

Principal Distribution Amount and the Class M-I-2 Principal Distribution

Amount for such Distribution Date) and (2) the Certificate Principal

Balance of the Class M-I-3 Certificates immediately prior to such

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

applicable Group I Subordination Percentage and (2) the aggregate Stated

Principal Balance of the Group I Loans after giving effect to

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

Stated Principal Balance of the Group I Loans after giving effect to

distributions to be made on such Distribution Date, less the related

Overcollateralization Floor.

<PAGE>

Class M-I-4 Certificate: Any one of the Class M-I-4 Certificates

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form annexed hereto as Exhibit B, senior to the Class

M-I-5, Class B-I-1, Class SB and Class R-I Certificates with respect to

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

Loans in Loan Group I as set forth in Section 4.05, and evidencing (i) an

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

REMIC Provisions and (ii) the right to receive the Group I Basis Net WAC Cap

Carry-Forward Amount from the Yield Maintenance Deposit Account.

Class M-I-4 Interest Distribution Amount: With respect to the Class

M-I-4 Certificates and any Distribution Date, the aggregate amount of Accrued

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

Distribution Date, plus any related Accrued Certificate Interest remaining

unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls

for such Distribution Date not covered by Eligible Master Servicing Compensation

and any Relief Act Shortfalls for such Distribution Date allocated as set forth

herein to the Class M-I-4 Certificates.

Class M-I-4 Principal Distribution Amount: With respect to any

Distribution Date (i) prior to the Group I Stepdown Date or on or after the

Group I Stepdown Date if a Group I Trigger Event is in effect for such

Distribution Date, the remaining Group I Principal Distribution Amount for such

Distribution Date after distribution of the Class A-I Principal Distribution

Amount, the Class M-I-1 Principal Distribution Amount, the Class M-I-2 Principal

Distribution Amount and the Class M-I-3 Principal Distribution Amount or (ii) on

or after the Group I Stepdown Date if a Group I Trigger Event is not in effect

for such Distribution Date, the lesser of:

(i) the remaining Group I Principal Distribution Amount for such

Distribution Date after distribution of the Class A-I Principal

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

Class M-I-2 Principal Distribution Amount and the Class M-I-3 Principal

Distribution Amount; and

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

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

Certificates, Class M-I-2 Certificates and Class M-I-3 Certificates

(after taking into account the payment of the Class A-I Principal

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

Class M-I-2 Principal Distribution Amount and the Class M-I-3 Principal

Distribution Amount for such Distribution Date) and (2) the Certificate

Principal Balance of the Class M-I-4 Certificates immediately prior to

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

applicable Group I Subordination Percentage and (2) the aggregate Stated

Principal Balance of the Group I Loans after giving effect to

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

Stated Principal Balance of the Group I Loans after giving effect to

distributions to be made on such Distribution Date, less the related

Overcollateralization Floor.

Class M-I-5 Certificate: Any one of the Class M-I-5 Certificates

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form annexed hereto as Exhibit B, senior to the Class

B-I-1, Class SB and Class R-I Certificates with respect to distributions and the

allocation of Realized Losses in respect of the Mortgage Loans in Loan Group I

as set forth in Section 4.05, and evidencing (i) an interest designated as a

"regular interest" in REMIC III for purposes of the REMIC Provisions and (ii)

the right to receive the Group I Net WAC Cap Shortfall Carry-Forward Amount from

the Yield Maintenance Deposit Account.

<PAGE>

Class M-I-5 Interest Distribution Amount: With respect to the Class

M-I-5 Certificates and any Distribution Date, the aggregate amount of Accrued

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

Distribution Date, plus any related Accrued Certificate Interest remaining

unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls

for such Distribution Date not covered by Eligible Master Servicing Compensation

and any Relief Act Shortfalls for such Distribution Date allocated as set forth

herein to the Class M-I-5 Certificates.

Class M-I-5 Principal Distribution Amount: With respect to any

Distribution Date (i) prior to the Group I Stepdown Date or on or after the

Group I Stepdown Date if a Group I Trigger Event is in effect for such

Distribution Date, the remaining Group I Principal Distribution Amount for such

Distribution Date after distribution of the Class A-I Principal Distribution

Amount, the Class M-I-1 Principal Distribution Amount, the Class M-I-2 Principal

Distribution Amount, the Class M-I-3 Principal Distribution Amount and Class

M-I-4 Principal Distribution Amount or (ii) on or after the Group I Stepdown

Date if a Group I Trigger Event is not in effect for such Distribution Date, the

lesser of:

(i) the remaining Group I Principal Distribution Amount for such

Distribution Date after distribution of the Class A-I Principal

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

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

Distribution Amount and Class M-I-4 Principal Distribution Amount; and

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

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

Certificates, Class M-I-2 Certificates, Class M-I-3 Certificates and

Class M-I-4 Certificates (after taking into account the payment of the

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

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

Class M-I-3 Principal Distribution Amount and the Class M-I-4 Principal

Distribution Amount for such Distribution Date) and (2) the Certificate

Principal Balance of the Class M-I-5 Certificates immediately prior to

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

applicable Group I Subordination Percentage and (2) the aggregate Stated

Principal Balance of the Group I Loans after giving effect to

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

Stated Principal Balance of the Group I Loans after giving effect to

distributions to be made on such Distribution Date, less the related

Overcollateralization Floor.

Class M-I Margin: With respect to the Class M-I-1 Certificates,

initially 0.52% per annum, and on any Distribution Date on or after the second

Distribution Date after the first possible Group I Optional Termination Date,

0.78% per annum. With respect to the Class M-I-2 Certificates, initially 0.68%

per annum, and on any Distribution Date on or after the second Distribution Date

after the first possible Group I Optional Termination Date, 1.02% per annum.

With respect to the Class M-I-3 Certificates, initially 1.25% per annum, and on

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

possible Group I Optional Termination Date, 1.875% per annum. With respect to

the Class M-I-4 Certificates, initially 1.40% per annum, and on any Distribution

Date on or after the second Distribution Date after the first possible Group I

Optional Termination Date, 2.10% per annum. With respect to the Class M-I-5

Certificates, initially 1.85% per annum, and on any Distribution Date on or

after the second Distribution Date after the first possible Group I Optional

Termination Date, 2.775% per annum.

<PAGE>

Class M-II Certificate: Any one of the Class M-II-1, Class M-II-2, Class

M-II-3 or Class M-II-4 Certificates.

Class M-II-1 Certificate: Any one of the Class M-II-1 Certificates

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form annexed hereto as Exhibit B, senior to the Class

M-II-2, Class M-II-3, Class M-II-4, Class B-II, Class R-II and Class R-III

Certificates with respect to distributions and the allocation of Realized Losses

in respect of the Mortgage Loans in Loan Group II, as set forth in Section 4.05,

and evidencing an interest designated as a "regular interest" in REMIC III for

purposes of the REMIC Provisions.

Class M-II-2 Certificate: Any one of the Class M-II-2 Certificates

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form annexed hereto as Exhibit B, senior to the Class

M-II-3, Class M-II-4, Class B-II, Class R-II and Class R-III Certificates with

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

Mortgage Loans in Loan Group II, as set forth in Section 4.05, and evidencing an

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

REMIC Provisions.

Class M-II-3 Certificate: Any one of the Class M-II-3 Certificates

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form annexed hereto as Exhibit B, senior to the Class

M-II-4, Class B-II, Class R-II and Class R-III Certificates with respect to

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

Loans in Loan Group II, as set forth in Section 4.05, and evidencing an interest

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

Provisions.

Class M-II-4 Certificate: Any one of the Class M-II-4 Certificates

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form annexed hereto as Exhibit B, Class B-II, Class R-II

and Class R-III Certificates with respect to distributions and the allocation of

Realized Losses in respect of the Mortgage Loans in Loan Group II, as set forth

in Section 4.05, and evidencing an interest designated as a "regular interest"

in REMIC III for purposes of the REMIC Provisions.

Class M-II Margin: With respect to the Class M-II-1 Certificates,

initially 0.50% per annum, and on any Distribution Date on or after the second

Distribution Date after the first possible Group II Optional Termination Date,

0.75% per annum. With respect to the Class M-II-2 Certificates, initially 0.60%

per annum, and on any Distribution Date on or after the second Distribution Date

after the first possible Group II Optional Termination Date, 0.90% per annum.

With respect to the Class M-II-3 Certificates, initially 1.05% per annum, and on

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

possible Group II Optional Termination Date, 1.575% per annum. With respect to

the Class M-II-4 Certificates, initially 1.50% per annum, and on any

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

possible Group II Optional Termination Date, 2.25% per annum.

<PAGE>

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

Certificates.

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

the Trustee and authenticated by the Certificate Registrar substantially in the

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

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

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

by the Trustee and authenticated by the Certificate Registrar substantially in

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

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

Class R-III Certificate: Any one of the Class R-III Certificates

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form annexed hereto as Exhibit D and evidencing an interest

designated as a "residual interest" in REMIC III for purposes of the REMIC

Provisions.

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

the Trustee and authenticated by the Certificate Registrar substantially in the

form annexed hereto as Exhibit C, subordinate to the Class A-I Certificates and

Class M-I Certificates with respect to distributions and the allocation of

Realized Losses in respect of the Mortgage Loans in Loan Group I as set forth in

Section 4.05, and evidencing an interest designated as a "regular interest" in

REMIC III for purposes of the REMIC Provisions.

Class SB Distribution Amount: With respect to any Distribution Date, the

sum of (i) the Overcollateralization Reduction Amount for such Distribution Date

and (ii) for any Distribution Date on or after the Distribution Date on which

the Certificate Principal Balances of the Class A Certificates and Class M

Certificates have been reduced to zero, the Overcollateralization Amount.

Closing Date: October 11, 2005.

Code: The Internal Revenue Code of 1986.

Commission: The Securities and Exchange Commission.

----------

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.

<PAGE>

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.

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

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

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

instrument is located at 4 New York Plaza, 6th Floor, New York, New York 10004,

Attention: Worldwide Securiites Services / Global Debt, RAAC Series 2005-SP2.

Corresponding Class: With respect to each REMIC I Regular Interest other

than REMIC I Regular Interests I-AA and I-ZZ, the Certificate with the

corresponding designation.

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

in interest.

Credit Support Pledge Agreement: The Credit Support Pledge Agreement,

dated as of November 24, 1998, among the Master Servicer, GMAC Mortgage

Corporation, Combined Collateral LLC and The First National Bank of Chicago (now

known as Bank One, National Association), as custodian.

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

Principal Prepayment in Full.

Custodial Account: The custodial account or accounts created and

maintained pursuant to Section 3.07 in the name of a depository institution, as

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

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

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

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

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

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

form of Exhibit E hereto.

Custodian: A custodian appointed pursuant to a Custodial Agreement.

<PAGE>

Cut-off Date: September 1, 2005.

Cut-off Date Balance: The Group I Cut-off Date Balance or the Group II

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

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

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

installments of principal due on or prior thereto (or due during the month of

September 2005), whether or not received.

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

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

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

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

forgiveness of principal.

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

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

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

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

Payment that constitutes a permanent forgiveness of principal, which valuation

or reduction results from a proceeding under the Bankruptcy Code.

Definitive Certificate: Any definitive, fully registered Certificate.

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

Qualified Substitute Mortgage Loan.

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

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

date remains unpaid as of the close of business on the next following monthly

scheduled due date; "60 to 89 days" or "60 or more days" delinquent when a

payment due on any scheduled due date remains unpaid as of the close of business

on the second following monthly scheduled due date; and so on. The determination

as to whether a Mortgage Loan falls into these categories is made as of the

close of business on the last business day of each month. For example, a

Mortgage Loan with a payment due on July 1 that remained unpaid as of the close

of business on August 31 would then be considered to be 30 to 59 days

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

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

to the Cut-off Date.

Depository: The Depository Trust Company, or any successor Depository

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

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

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

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

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

Exchange Act.

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

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

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

<PAGE>

Derivative Contract: Any ISDA Master Agreement, together with the

related Schedule and Confirmation, entered into by the Trustee and a Derivative

Counterparty in accordance with Section 4.10.

Derivative Counterparty: Any counterparty to a Derivative Contract as

provided in Section 4.10.

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

permanently lost or destroyed and has not been replaced.

Determination Date: With respect to any Distribution Date, the 20th day

(or if such 20th day is not a Business Day, the Business Day immediately

following such 20th day) of the month of the related Distribution Date.

Disqualified Organization: Any organization defined as a "disqualified

organization" under Section 860E(e)(5) of the Code, which includes any of the

following: (i) the United States, any State or political subdivision thereof,

any possession of the United States, or any agency or instrumentality of any of

the foregoing (other than an instrumentality which is a corporation if all of

its activities are subject to tax and, except for Freddie Mac, a majority of its

board of directors is not selected by such governmental unit), (ii) a foreign

government, any international organization, or any agency or instrumentality of

any of the foregoing, (iii) any organization (other than certain farmers'

cooperatives described in Section 521 of the Code) which is exempt from the tax

imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of

the Code on unrelated business taxable income) and (iv) rural electric and

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

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

defined in Section 775(a) of the Code and any other Person so designated by the

Trustee based upon an Opinion of Counsel that the holding of an Ownership

Interest in a Class R Certificate by such Person may cause any REMIC or any

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

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

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

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

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

Section 7701 of the Code or successor provisions.

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

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

if such 25th day is not a Business Day, the Business Day immediately following

such 25th day.

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

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

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

such Distribution Date.

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

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

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

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

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

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

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

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

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

interest against any collateral (which shall be limited to Permitted

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

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

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

account or accounts maintained in the corporate trust department of JPMorgan

Chase Bank, N.A., or (B) an account or accounts maintained in the corporate

asset services department of JPMorgan Chase Bank, N.A. as long as its short term

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

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

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

and the Yield Maintenance Deposit Account, a trust account or accounts

maintained in the corporate trust division of JPMorgan Chase Bank, N.A. or (v)

an account or accounts of a depository institution acceptable to each Rating

Agency (as evidenced in writing by each Rating Agency that use of any such

account as the Custodial Account or the Certificate Account will not reduce the

rating assigned to any Class of Certificates by such Rating Agency below the

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

of the Closing Date by such Rating Agency).

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

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

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

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

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

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

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

Available Distribution Amount.

Eligible Master Servicing Compensation: With respect to any Distribution

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

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

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

Balance of the Mortgage Loans immediately preceding such Distribution Date and

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

Custodial Account and the Certificate Account and amounts payable to the

Certificateholders with respect to such Distribution Date and servicing

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

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

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

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

to the last sentence of Section 7.02(a).

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

Event of Default: As defined in Section 7.01.

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

exceeds the then applicable Bankruptcy Amount.

Excess Cash Flow: With respect to the Group I Loans and any Distribution

Date, an amount equal to the sum of (A) the excess of (i) the related Available

Distribution Amount for such Distribution Date over (ii) the sum of (a) the

Interest Distribution Amount for such Distribution Date and (b) the Principal

Remittance Amount for such Distribution Date and (B) the Overcollateralization

Reduction Amount, if any, for such Distribution Date.

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

then applicable Fraud Loss Amount.

Excess Loss: With respect to Loan Group II, Excess Fraud Loss, Excess

Bankruptcy Loss, any Excess Special Hazard Loss or Extraordinary Loss.

Excess Overcollateralization Amount: With respect to any Distribution

Date, the excess, if any, of (a) the Overcollateralization Amount on such

Distribution Date over (b) the Required Overcollateralization Amount for such

Distribution Date.

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

Mortgage Loans, or portion thereof, that exceeds the related Special Hazard

Amount.

Excess Subordinate Principal Amount: With respect to any Distribution

Date on which the aggregate Certificate Principal Balance of the Class M-II

Certificates or Class of Class B-II Certificates then outstanding with the

Lowest Priority is to be reduced to zero and on which Realized Losses are to be

allocated to such class or classes, the excess, if any, of (i) the amount that

would otherwise be distributable in respect of principal on such Class or

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

of the aggregate Certificate Principal Balance of such class or classes of

Certificates immediately prior to such Distribution Date over the aggregate

amount of Realized Losses to be allocated to such classes of Certificates on

such Distribution Date as reduced by any amount calculated pursuant to Section

4.02.

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

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

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

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

liquidation of such Mortgage Loan:

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

bond and the errors and omissions insurance policy required to be

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

coverage maintained thereunder;

(b) nuclear reaction or nuclear radiation or radioactive

contamination, all whether controlled or uncontrolled, and

whether such loss be direct or indirect, proximate or remote or

be in whole or in part caused by, contributed to or aggravated by

a peril covered by the definition of the term "Special Hazard

Loss";

action in hindering, combating or defending against an actual,

impending or expected attack;

<PAGE>

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

any authority maintaining or using military, naval or air forces;

2. by military, naval or air forces; or

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

4. any weapon of war employing atomic fission or radioactive force

whether in time of peace or war; or

5. insurrection, rebellion, revolution, civil war, usurped power or

action taken by governmental authority in hindering, combating or

defending against such an occurrence, seizure or destruction

under quarantine or customs regulations, confiscation by order of

any government or public authority; or risks of contraband or

illegal transportation or trade.

Extraordinary Losses: Any loss incurred on a Mortgage Loan in Loan Group

II, caused by or resulting from an Extraordinary Event.

Fannie Mae: Fannie Mae, a federally chartered and privately owned

corporation organized and existing under the Federal National Mortgage

Association Charter Act, or any successor thereto.

FDIC: The Federal Deposit Insurance Corporation or any successor

thereto.

FHA: The Federal Housing Administration, or its successor.

Final Certification: As defined in Section 2.02.

Final Distribution Date: The Distribution Date on which the final

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

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

the 90-day liquidation period described in Section 9.02.

Fitch: Fitch, Inc., or its successor in interest.

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Foreclosure Profits: As to any Distribution Date or related

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

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

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

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

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

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

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

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

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

which such Cash Liquidation or REO Disposition occurred.

Foreclosure Restricted Loan: A Mortgage Loan which was 90 or more days

delinquent as of the Closing Date; provided, that such Mortgage Loan will no

longer be a Foreclosure Restricted Loan if such Mortgage Loan was 90 or more

days delinquent as of the Closing Date, it repays all of its Arrearages and it

becomes current for three consecutive Monthly Payments.

<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 Group II 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 second to the fifth anniversary of the Cut-off

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

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

outstanding principal balance of all of the Group II 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 Master Servicer

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

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

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

rating assigned 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: The Federal Home Loan Mortgage Corporation, a corporate

instrumentality of the United States created and existing under Title III of the

Emergency Home Finance Act of 1970, as amended, or any successor thereto.

Gross Margin: As to each adjustable rate Mortgage Loan, the fixed

percentage set forth in the related Mortgage Note and indicated in Exhibit F-2

hereto as the "NOTE MARGIN," which percentage is added to the related 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.

Group A-II Certificates: Any of the Class A-II, Class A-II-IO-A, Class

A-II-IO-B, Class R-II, Class R-III, Class M-II and Class B-II Certificates.

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

Class A-II-IO-B, Class R-II and Class R-III Certificates.

Group A-II Subordinate Certificates: Any of the Class M-II Certificates

and Class B-II Certificates.

Group A-II Subordinate Percentage: As of any Distribution Date and Loan

Group II, 100% minus the related Senior Percentage as of such Distribution Date.

<PAGE>

Group I Cut-off Date Balance: $183,699,287.28

Group I Loan: Each Mortgage Loan designated on the Mortgage Loan

Schedule attached hereto as Exhibit F-1 and Exhibit F-2.

Group I Marker Rate: With respect to the Class SB Certificates and any

Distribution Date, a per annum rate equal to two (2) multiplied by the weighted

average of the Pass-Through Rates for each REMIC I Regular Interest (other than

REMIC I Regular Interest AA), with the rates on each such REMIC I Regular

Interest subject to a cap equal to the Pass-Through Rate for the Corresponding

Class for such REMIC I Regular Interest, and the rate on REMIC I Regular

Interest ZZ subject to a cap of zero for purposes of this calculation.

Group I Net WAC Cap 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 I 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 for such Distribution Date, multiplied by a fraction

equal to 30 divided by the actual number of days in the related Interest Accrual

Period.

Group I Net WAC Cap Shortfall: With respect to the Class A-I

Certificates, Class M-I Certificates and Class B-I Certificates and any

Distribution Date for which the Pass-Through Rate for such Certificates is equal

to the Group I Net WAC Cap Rate, the excess, if any, of (x) Accrued Certificate

Interest on that Class of Certificates on such Distribution Date, using the

lesser of (a) LIBOR plus the related Margin, as calculated for such Distribution

Date, and (b) the Maximum Group I Rate, over (y) Accrued Certificate Interest on

the Class A-I Certificates, Class M-I Certificates or Class B-I Certificates, as

applicable, for such Distribution Date calculated at the Group I Net WAC Cap

Rate.

Group I Net WAC Cap Shortfall Carry-Forward Amount: With respect to the

Class A-I Certificates, Class M-I Certificates and Class B-I Certificates and

any Distribution Date, the sum of (a) the aggregate amount of Group I Net WAC

Cap Shortfall for such Class on such Distribution Date plus (b) any Group I Net

WAC Cap Shortfall Carry-Forward Amount for such Class remaining unpaid from the

preceding Distribution Date, plus (c) interest on the amount in clause (b) to

the extent previously unreimbursed at a rate equal to the related Pass-Through

Rate.

Group I Optional Termination Date: Any Distribution Date and Loan Group

I, on or after which the Stated Principal Balance (before giving effect to

distributions to be made on such Distribution Date) of the Mortgage Loans in

such Loan Group is less than 10.00% of the related Cut-off Date Principal

Balance.

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

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

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

preceding such date of determination.

Group I Principal Distribution Amount: With respect to any Distribution

Date and Loan Group I, the lesser of (a) the excess of (x) the Available

Distribution Amount for Loan Group I over (y) the Interest Distribution Amount

and (b) the sum of:

<PAGE>

(i) the principal portion of each Monthly Payment received or Advanced with

respect to the related Due Period on each Outstanding Mortgage Loan that

is a Group I Loan;

(ii) the Stated Principal Balance of any Group I Loan repurchased during the

related Prepayment Period (or deemed to have been so repurchased in

accordance with Section 3.07(b)) pursuant to Section 2.02, 2.03, 2.04,

4.07 or 4.08 and the amount of any shortfall deposited in the Custodial

Account in connection with the substitution of a Deleted Mortgage Loan

that is a Group I Loan pursuant to Section 2.03 or 2.04 during the

related Prepayment Period;

(iii) the principal portion of all other unscheduled collections, other than

Subsequent Recoveries, on the Group I Loans (including, without

limitation, full and partial Principal Prepayments) received during the

related Prepayment Period to the extent applied by the Master Servicer

as recoveries of principal of the Group I Loans pursuant to Section

3.14;

(iv) the lesser of (a) Subsequent Recoveries for that Distribution Date and

(b) the principal portion of any Realized Losses allocated to any Group

I Certificates on a prior distibution date that remained unpaid pursuant

to items (v) and (vi) below;

(v) the lesser of (a) Excess Cashflow for that Distribution Date, to the

extent not used in item (iv) above on such Distribution Date and (b) the

principal portion of any Realized Losses incurred or deemed to have been

incurred, on any Group I Loans in the calander month preceding that

Distribution Date;

(vi) the lesser of (a) Excess Cashflow for that Distribution

Date, to the extent not used pursuant to items (iv) and (v) above on

such Distribution Date and (b) the amount of any Overcollateralization

Increase Amount for that Distribution Date;

minus

(vi) the amount of any related Overcollateralization Reduction Amount for

such Distribution Date; and

(vii) the amount of any Capitalization Reimbursement Amount for such

Distribution Date relating to the Group I Loans.

Group I Senior Certificates: Any of the Class A-I-1, Class A-I-2, Class

A-I-3 and Class R-I Certificates.

Group I Senior Enhancement Percentage: For any Distribution Date, the

percentage obtained by dividing (x) the sum of (i) the aggregate Certificate

Principal Balance of the Class M-I-1, Class M-I-2, Class M-I-3, Class M-I-4,

Class M-I-5, Class B-I Certificates and (ii) the Overcollateralization Amount,

in each case prior to the distribution of the Group I Principal Distribution

Amount on such Distribution Date, by (y) the aggregate Stated Principal Balance

of the Group I Loans after giving effect to distributions to be made on such

Distribution Date.

<PAGE>

Group I Stepdown Date: The Distribution Date which is the later to occur

of (i) the Distribution Date occurring in October 2008 and (ii) the first

Distribution Date on which the aggregate Stated Principal Balance of the Group I

Loans as of the end of the related Due Period is less than one-half of the Group

I Cut-off Date Balance.

Group I Subordination Percentage: With respect to the Class A-I

Certificates, 59.20%; with respect to the Class M-I-1 Certificates, 73.20%; with

respect to the Class M-I-2 Certificates, 83.20%; with respect to the Class M-I-3

Certificates, 88.70%; with respect to the Class M-I-4 Certificates, 90.70%; with

respect to the Class M-I-5 Certificates, 92.20% and Class B-I-1 Certificates,

94.20%.

Group I Trigger Event: A Group I Trigger Event is in effect with respect

to any Distribution Date if either (i) with respect to any Distribution Date

(other than the first Distribution Date), the three-month average of the

Sixty-Plus Delinquency Percentage, as determined on such Distribution Date and

the immediately preceding two Distribution Dates, equals or exceeds 37.00% of

the Group I Senior Enhancement Percentage or (ii) the aggregate amount of

Realized Losses on the Group I Loans as a percentage of the Group I Cut-off Date

Balance exceeds the applicable amount set forth below:

October 2008 to

September 2009 .... 2.60% with respect to October 2008, plus an

additional 1/12th of 1.55% for each month thereafter.

October 2009 to

September 2010 .... 4.15% with respect t