POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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RAMP SERIES 2005-RS9 TRUST | RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., | RESIDENTIAL FUNDING CORPORATION, | JPMORGAN CHASE BANK,

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 12/12/2005

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 NOVEMBER 1, 2005

MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES

SERIES 2005-RS9

<PAGE>

<TABLE>

TABLE OF CONTENTS

PAGE

ARTICLE I

DEFINITIONS

Section 1.01. Definitions.......................................................3

Section 1.02. Determination of LIBOR...........................................47

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01. Conveyance of Mortgage Loans.....................................48

Section 2.02. Acceptance by Trustee............................................53

Section 2.03. Representations, Warranties and Covenants of the Master

Servicer and the Depositor.......................................54

Section 2.04. Representations and Warranties of Residential Funding............57

Section 2.05. Execution and Authentication of Certificates; Conveyance of

REMIC Regular Interests..........................................59

Section 2.06. Purposes and Powers of the Trust.................................59

Section 2.07. Agreement Regarding Ability to Disclose..........................60

ARTICLE III

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01. Master Servicer to Act as Servicer...............................60

Section 3.02. Subservicing Agreements Between Master Servicer and

Subservicers; Enforcement of Subservicers' Obligations...........62

Section 3.03. Successor Subservicers...........................................63

Section 3.04. Liability of the Master Servicer.................................64

Section 3.05. No Contractual Relationship Between Subservicer and Trustee

or Certificateholders............................................64

Section 3.06. Assumption or Termination of Subservicing Agreements by

Trustee..........................................................64

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

Custodial Account................................................65

Section 3.08. Subservicing Accounts; Servicing Accounts........................67

Section 3.09. Access to Certain Documentation and Information Regarding

the Mortgage Loans...............................................69

Section 3.10. Permitted Withdrawals from the Custodial Account.................69

Section 3.11. Maintenance of Primary Insurance Coverage........................71

Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity

Coverage.........................................................72

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

Modification Agreements; Certain Assignments.....................73

Section 3.14. Realization Upon Defaulted Mortgage Loans........................75

Section 3.15. Trustee to Cooperate; Release of Mortgage Files..................78

Section 3.16. Servicing and Other Compensation; Eligible Master Servicing

Compensation.....................................................79

Section 3.17. Reports to the Trustee and the Depositor.........................80

Section 3.18. Annual Statement as to Compliance................................80

Section 3.19. Annual Independent Public Accountants' Servicing Report..........81

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

Section 3.21. Advance Facility.................................................82

ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS

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

Section 4.02. Distributions....................................................87

Section 4.03. Statements to Certificateholders; Statements to Rating

Agencies; Exchange Act Reporting.................................93

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

Advances by the Master Servicer..................................97

Section 4.05. Allocation of Realized Losses....................................99

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

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

Section 4.08. Limited Mortgage Loan Repurchase Right..........................101

Section 4.09. The Yield Maintenance Agreement.................................102

Section 4.10. The Policy......................................................103

Section 4.11. Derivative Contracts............................................104

Section 4.12. Tax Treatment of Yield Maintenance Payments.....................105

ARTICLE V

THE CERTIFICATES

Section 5.01. The Certificates................................................105

Section 5.02. Registration of Transfer and Exchange of Certificates...........107

Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates...............112

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

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

ARTICLE VI

THE DEPOSITOR AND THE MASTER SERVICER

Section 6.01. Respective Liabilities of the Depositor and the Master

Servicer........................................................113

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

Servicer; Assignment of Rights and Delegation of Duties by

Master Servicer.................................................113

Section 6.03. Limitation on Liability of the Depositor, the Master

Servicer and Others.............................................114

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

ARTICLE VII

DEFAULT

Section 7.01. Events of Default...............................................115

Section 7.02. Trustee or Depositor to Act; Appointment of Successor...........117

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

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

Section 7.05. Servicing Trigger; Removal of Master Servicer...................119

ARTICLE VIII

CONCERNING THE TRUSTEE

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

Section 8.02. Certain Matters Affecting the Trustee...........................122

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

Section 8.04. Trustee May Own Certificates....................................124

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

Indemnification.................................................124

Section 8.06. Eligibility Requirements for Trustee............................125

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

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

Section 8.09. Merger or Consolidation of Trustee..............................127

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

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

Section 8.12. Appointment of Office or Agency.................................128

Section 8.13. DTC Letter of Representations...................................128

Section 8.14. Yield Maintenance Agreement.....................................128

ARTICLE IX

TERMINATION

Section 9.01. Termination Upon Purchase by Residential Funding or

Liquidation of All Mortgage Loans...............................129

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

ARTICLE X

REMIC PROVISIONS

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

Section 10.02. Master Servicer, REMIC Administrator and Trustee

Indemnification.................................................136

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01. Amendment.......................................................137

Section 11.02. Recordation of Agreement; Counterparts..........................140

Section 11.03. Limitation on Rights of Certificateholders......................140

Section 11.04. Governing Law...................................................141

Section 11.05. Notices.........................................................141

Section 11.06. Notices to Rating Agencies......................................142

Section 11.07. Severability of Provisions......................................143

Section 11.08. Supplemental Provisions for Resecuritization....................143

Section 11.09. Rights of the Insurer...........................................143

Section 11.10. Third Party Beneficiaries.......................................144

<PAGE>

Exhibits

Exhibit A Form of Class A Certificate

Exhibit B [Reserved]

Exhibit C [Reserved]

Exhibit D Form of Class SB Certificate

Exhibit E Form of Class R Certificate

Exhibit F Form of Custodial Agreement

Exhibit G-1 Group I Mortgage Loan Schedule

Exhibit G-2 Group II Mortgage Loan Schedule

Exhibit H Forms of Request for Release

Exhibit I-1 Form of Transfer Affidavit and Agreement

Exhibit I-2 Form of Transferor Certificate

Exhibit J Form of Investor Representation Letter

Exhibit K Form of Transferor Representation Letter

Exhibit L Text of Amendment to Pooling and Servicing Agreement Pursuant

to Section 11.01(e) for a Limited Guaranty

Exhibit M Form of Limited Guaranty

Exhibit N Form of Lender Certification for Assignment of Mortgage Loan

Exhibit O Form of Rule 144A Investment Representation

Exhibit P Financial Guaranty Insurance Policy

Exhibit Q Form of ERISA Representation Letter (Restricted Class A

Certificate)

Exhibit R-1 Form 10-K Certification

Exhibit R-2 Form 10-K Back-up Certification

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

Agencies Relating to Reportable Modified Mortgage Loans

Exhibit T [Reserved]

Exhibit U Yield Maintenance Agreement

</TABLE>

<PAGE>

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

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

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

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

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

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

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

PRELIMINARY STATEMENT:

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

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

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

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

assets.

REMIC I

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

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

other related assets (exclusive of the Yield Maintenance Agreement and any

payments thereunder) subject to this Agreement as a real estate mortgage

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

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

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

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

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

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

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

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

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

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

Regular Interests will not be certificated.

<TABLE>

UNCERTIFICATED

REMIC I

--------------------- INITIAL UNCERTIFICATED REMIC I LATEST POSSIBLE

DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE

I-AA Variable(1) $682,337,312.92 November 2035

I-A-I-1 Variable(1) $2,454,070 November 2035

I-A-I-2 Variable(1) $1,003,680 November 2035

I-A-I-3 Variable(1) $1,814,850 November 2035

I-A-I-4 Variable(1) $1,568,180 November 2035

I-ZZ Variable(1) $7,084,480.08 November 2035

II-AA Variable(2) $493,664,054.38 November 2035

II-A-II Variable(2) $4,949,220 November 2035

II-ZZ Variable(2) $5,125,556.62 November 2035

</TABLE>

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

REMIC I Pass-Through Rate" herein. (2) Calculated in accordance with the

definition of "Uncertificated Group II REMIC I Pass-Through Rate" herein.

REMIC II

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

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

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

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

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

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

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

certain features, Final Scheduled Distribution Date and initial ratings for each

Class of Certificates comprising the interests representing "regular interests"

in REMIC II. The "latest possible maturity date" (determined for purposes of

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

REMIC II Regular Interests shall be the 360th Distribution Date.

<TABLE>

Aggregate

Initial Final

Certificate Scheduled

Pass-Through Principal Distribution

Designation Type Rate Balance Features Date Initial Ratings

Moody's S&P

Class A-I-1(1) Senior Adjustable(2) $245,407,000 Senior November 25, 2025 Aaa AAA

(3)

Class A-I-2(1) Senior Adjustable(2) $100,368,000 Senior November 25, 2028 Aaa AAA

(3)

Class A-I-3(1) Senior Adjustable(2) $181,485000 Senior January 25, 2033 Aaa AAA

(3)

Class A-I-4(1) Senior Adjustable(2) $156,818000 Senior November 25, 2035 Aaa AAA

(3)

Class A-II(1) Senior Adjustable(2) $494,922,000 Senior November 25, 2035 Aaa AAA

(3)

Class SB Subordinate Variable(4) 21,001,404 Subordinate N/A N/R N/R

Interest

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

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

</TABLE>

________________

(1) The Class A Certificates will represent ownership of REMIC II Regular

Interests together with certain rights to payments to be made from amounts

received under the Yield Maintenance Agreement which will be treated as an

interest rate cap contract, the payments on which will be deemed made for

federal income tax purposes outside of REMIC II.

(2) The REMIC II Regular Interests ownership of which is represented by the

Class A Certificates, will accrue interest at a per annum rate equal to LIBOR

plus the applicable Margin, each subject to payment caps as described in the

definition of "Pass-Through Rate" and the provisions for the payment of the

applicable Group I Basis Risk Shortfall Carry-Forward Amounts or Group II Basis

Risk Shortfall Carry-Forward Amounts herein, which payments will not be part of

the entitlement of the REMIC II Regular Interests related to such Certificates.

(3) The Class A Certificates will also entitle their holders to certain payments

from the Holder of the Class SB Certificates from amounts to which the related

REMIC II Regular Interest is entitled and from amounts received under the Yield

Maintenance Agreement, which will not be a part of their ownership of the REMIC

II Regular Interests.

(4) 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.

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

equal to $1,200,001,404. The Mortgage Loans are fixed-rate and adjustable-rate,

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

origination or modification of generally not more than 30 years.

In consideration of the mutual agreements herein contained, the

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

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 Certificates, interest accrued during the related Interest Accrual

Period on the Certificate Principal Balance thereof immediately prior to such

Distribution Date at the related Pass-Through Rate for that Distribution Date.

The amount of Accrued Certificate Interest on each Class of Certificates

shall be reduced by the amount of Prepayment Interest Shortfalls on the related

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

Eligible Master Servicing Compensation pursuant to Section 3.16) and by the

amount of Relief Act Shortfalls on the related Mortgage Loans during the related

Due Period, in each case to the extent allocated to that Class of Certificates

pursuant to Section 4.02(g). The portion of any Prepayment Interest Shortfalls

or Relief Act Shortfalls on the Group I Loans shall be allocated among the Class

A-I Certificates, pro rata, on the basis of Accrued Certificate Interest payable

on such Distribution Date absent such reductions, and the portion of any

Prepayment Interest Shortfalls or Relief Act Shortfalls on the Group II Loans

shall be allocated to the Class A-II Certificates.

Accrued Certificate Interest for each Class on any Distribution Date

shall be further reduced by the interest portion of Realized Losses allocated to

any Class of Certificates pursuant to Section 4.05.

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

interest accrued during the preceding Interest Accrual Period at the related

Pass-Through Rate for that Distribution Date on the Uncertificated Notional

Amount as specified in the definition of Pass-Through Rate, immediately prior to

such Distribution Date, reduced by any interest shortfalls with respect to the

related Mortgage Loans, including Prepayment Interest Shortfalls to the extent

not covered by Eligible Master Servicing Compensation pursuant to Section 3.16

or by the Excess Cash Flow pursuant to clauses (vii) and (viii) of Section

4.02(c). In addition, Accrued Certificate Interest with respect to each

Distribution Date, as to the Class SB Certificates, shall be reduced by an

amount equal to the interest portion of Realized Losses allocated to the

Overcollateralization Amount pursuant to Section 4.05 hereof. Accrued

Certificate Interest on the Class A 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: With respect 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: With respect to any Mortgage Loan, any advance made by the

Master Servicer, pursuant to Section 4.04.

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

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

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

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

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

"controlled" have meanings correlative to the foregoing.

Agreement: This Pooling and Servicing Agreement and all amendments

hereof and supplements hereto.

Amount Held for Future Distribution: With respect to any Distribution

Date, the total of the amounts held in the Custodial Account at the close of

business on the preceding Determination Date on account of (i) Liquidation

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

Prepayments, Mortgage Loan purchases made pursuant to Section 2.02, 2.03, 2.04,

4.07 or 4.08 and Mortgage Loan substitutions made pursuant to Section 2.03 or

2.04 received or made in the month of such Distribution Date (other than such

Liquidation Proceeds, Insurance Proceeds, REO Proceeds, Subsequent Recoveries

and purchases of Mortgage Loans that the Master Servicer has deemed to have been

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

payments which represent early receipt of scheduled payments of principal and

interest due on a date or dates subsequent to the Due Date in the related Due

Period.

Appraised Value: With respect to any Mortgaged Property, one of the

following: (i) the lesser of (a) the appraised value of such Mortgaged Property

based upon the appraisal made at the time of the origination of the related

Mortgage Loan, and (b) the sales price of the Mortgaged Property at such time of

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

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

made at the time of origination of the loan which was refinanced or modified,

(2) the appraised value determined in an appraisal made at the time of

refinancing or modification or (3) the sales price of the Mortgaged Property, or

(iii) with respect to the Mortgage Loans for which a broker's price opinion was

obtained, the value contained in such opinion.

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

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

jurisdiction wherein the related Mortgaged Property is located to reflect of

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

Certificateholders, which assignment, notice of transfer or equivalent

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

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

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

Assignment Agreement: The Assignment and Assumption Agreement, dated the

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

transfer and assignment of the Mortgage Loans.

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

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

of the Cooperative Loan.

Available Distribution Amount: With respect to any Distribution Date, an

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

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

preceding Determination Date, including any Subsequent Recoveries, and amounts

deposited in the Custodial Account in connection with the substitution of

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

immediately preceding Certificate Account Deposit Date with respect to the

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 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 Mortgage Loans, (v) any amounts payable under the Policy pursuant to Section

4.10 and (vi) any amount deposited in the Certificate Account pursuant to

Section 4.07 or 4.08 and any amounts deposited in the Custodial Account pursuant

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

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

consisting of prepayment charges on the Mortgage Loans that were received during

the related Prepayment Period, (x) the Amount Held for Future Distribution and

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

Account pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a).

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 Code: The Bankruptcy Code of 1978, as amended.

Basis Risk Shortfall: The Group I Basis Risk Shortfall or Group II Basis

Risk Shortfall, as applicable.

Basis Risk Shortfall Carry-Forward Amount: The Group I Basis Risk

Shortfall Carry-Forward Amount or Group II Basis Risk Shortfall Carry-Forward

Amount, as applicable.

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

Depository or its nominee.

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

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

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

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

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

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

Capitalization Reimbursement Amount: With respect to any Distribution

Date, the amount of unreimbursed Advances or Servicing Advances that were added

to the Stated Principal Balance of the related Mortgage Loans during the

preceding calendar month and reimbursed to the Master Servicer or Subservicer

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

Cash Liquidation: With respect 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 SB Certificate or Class R

Certificate.

Certificate Account: The account or accounts created and maintained

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

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

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

2005-RS9" and which account shall be held for the benefit of the

Certificateholders and which must be an Eligible Account. Any such account or

accounts created and maintained subsequent to the Closing Date shall be subject

to the approval of the Insurer, which approval shall not be unreasonably

withheld.

Certificate Account Deposit Date: With respect 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. Unless

otherwise indicated in this Agreement, the Custodial Agreement or the Assignment

Agreement, whenever reference is made to the actions taken by the Trustee on

behalf of the Certificateholders, such reference shall include the Insurer as

long as there is no Insurer Default continuing.

Certificate Insurer Premium: With respect to the Class A Certificates,

the premium payable to the Insurer on each Distribution Date in an amount equal

to one-twelfth of the product of the Certificate Insurer Premium Rate and the

Certificate Principal Balance of the Class A Certificates immediately prior to

such Distribution Date.

Certificate Insurer Premium Modified Rate: With respect to any Mortgage

Loan and any date of determination, the Certificate Insurer Premium Rate for the

Class A Certificates times a fraction equal to (x) the aggregate Certificate

Principal Balance of the Class A Certificates as of such date over (y) the

aggregate Stated Principal Balance of the Mortgage Loans as of such date.

Certificate Insurer Premium Rate: With respect to the Mortgage Loans and

each class of Class A Certificates and any date of determination, the per annum

rate specified in the Insurance Agreement with respect to the Class A

Certificates for the purpose of calculating the related Certificate Insurer

Premium.

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

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

indirect participating brokerage firm for which a Depository Participant acts as

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

and otherwise on the books of the Depository.

Certificate Principal Balance: With respect to any Class A Certificate,

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

Principal Balance of such Certificate as specified on the face thereof minus

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

respect to such Certificate (or any predecessor Certificate) (including such

amounts paid pursuant to the Policy) and applied to reduce the Certificate

Principal Balance thereof pursuant to Section 4.02(c), 4.02(d) or 4.02(e) 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

(other than any such amounts included in an Insured Payment and paid pursuant to

the Policy), provided, that with respect to any Distribution Date, the

Certificate Principal Balance of each class of Class A Certificates to which a

Realized Loss was previously allocated and remains unreimbursed will be

increased, as follows: first, to the Class A-I Certificates on a pro rata basis,

with respect to the Group I Loans and to the Class A-II Certificates with

respect to the Group II Loans, to the extent of Realized Losses previously

allocated thereto and remaining unreimbursed, but only to the extent of

Subsequent Recoveries on the related Mortgage Loans received during the previous

calendar month and available for distribution pursuant to Section 4.02(c)(iii),

other than amounts that have been paid pursuant to the Policy. With respect to

each Class SB Certificate, on any date of determination, an amount equal to the

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

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

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

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

A-I-3, Class A-I-4 or Class A-II Certificates.

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

A-I-3 Certificates or Class A-I-4 Certificates.

Class A-I Interest Remittance Amount: With respect to any Distribution

Date, the portion of the Available Distribution Amount for that Distribution

Date attributable to interest received or advanced with respect to the Group I

Loans.

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

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form annexed hereto as Exhibit A, senior to the Class SB

Certificates and Class R Certificates with respect to distributions and the

allocation of Realized Losses in respect of Group I Loans as set forth in

Section 4.05, and evidencing (i) an interest designated as a "regular interest"

in REMIC II for purposes of the REMIC Provisions and (ii) the right to receive

the related Group I Basis Risk Carry-Forward Amount from Excess Cash Flow to the

extent described herein.

Class A-I-1 Margin: Initially, 0.090% per annum and on any Distribution

Date on and after the second possible Optional Termination Date, 0.180% per

annum.

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

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form annexed hereto as Exhibit A, senior to the Class SB

Certificates and Class R Certificates with respect to distributions and the

allocation of Realized Losses in respect of Group I Loans as set forth in

Section 4.05, and evidencing (i) an interest designated as a "regular interest"

in REMIC II for purposes of the REMIC Provisions and (ii) the right to receive

the related Group I Basis Risk Carry-Forward Amount from Excess Cash Flow to the

extent described herein.

Class A-I-2 Margin: Initially, 0.150% per annum, and on any Distribution

Date on and after the first Distribution Date after the second possible Optional

Termination Date, 0.300% per annum.

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

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form annexed hereto as Exhibit A, senior to the Class SB

Certificates and Class R Certificates with respect to distributions and the

allocation of Realized Losses in respect of Group I Loans as set forth in

Section 4.05, and evidencing (i) an interest designated as a "regular interest"

in REMIC II for purposes of the REMIC Provisions and (ii) the right to receive

the related Group I Basis Risk Carry-Forward Amount from Excess Cash Flow to the

extent described herein.

Class A-I-3 Margin: Initially, 0.220% per annum, and on any Distribution

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

Termination Date, 0.440% per annum.

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

executed by the Trustee and authenticated by the Certificate Registrar

substantially in the form annexed hereto as Exhibit A, senior to the Class SB

Certificates and Class R Certificates with respect to distributions and the

allocation of Realized Losses in respect of Group I Loans as set forth in

Section 4.05, and evidencing (i) an interest designated as a "regular interest"

in REMIC II for purposes of the REMIC Provisions and (ii) the right to receive

the related Group I Basis Risk Carry-Forward Amount from Excess Cash Flow to the

extent described herein.

Class A-I-4 Margin: Initially, 0.320% per annum, and on any Distribution

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

Termination Date, 0.640% per annum.

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

by the Trustee and authenticated by the Certificate Registrar substantially in

the form annexed hereto as Exhibit A, senior to the Class SB Certificates and

Class R Certificates with respect to distributions and the allocation of

Realized Losses in respect of Group II Loans as set forth in Section 4.05, and

evidencing (i) an interest designated as a "regular interest" in REMIC II for

purposes of the REMIC Provisions, and (ii) the right to receive the related

Group II Basis Risk Carry-Forward Amount from Excess Cash Flow to the extent

described herein.

Class A-II Margin: Initially, 0.230% per annum, and on any Distribution

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

Termination Date, 0.460% per annum.

Class A-II Interest Remittance Amount: With respect to any Distribution

Date, the portion of the Available Distribution Amount for that Distribution

Date attributable to interest received or advanced with respect to the Group II

Loans.

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

Class A Certificates and any Distribution Date, the amount available for payment

of Accrued Certificate Interest thereon for that Distribution Date plus Accrued

Certificate Interest thereon remaining unpaid from any prior Distribution Date,

in the amounts and priority as follows:

o first, concurrently, to the Class A-I Certificates, pro rata,

from the Class A-I Interest Remittance Amount, and to the Class

A-II Certificates, from the Class A-II Interest Remittance

Amount;

o second, to the Class A-I Certificates, pro rata, from the

remaining Class A-II Interest Remittance Amount and to the Class

A-II Certificates, from the remaining Class A-I Interest

Remittance Amount, as needed after taking into account any

distributions in respect of interest on the Class A Certificates

made in first above;

o third, concurrently, from the Principal Remittance Amount related

to the Group I Loans, to the Class A-I Certificates, pro rata,

and from the Principal Remittance Amount related to the Group II

Loans, to the Class A-II Certificates, after taking into account

any distributions in respect of interest on the Class A

Certificates made in first and second above; and

o fourth, from the remaining Principal Remittance Amount related to

the Group II Loans, to the Class A-I Certificates, pro rata, and

from the remaining Principal Remittance Amount related to the

Group I Loans, to the Class A-II Certificates, as needed after

taking into account any distributions in respect of interest on

the Class A Certificates made in first, second and third above.

Class R Certificate: Collectively, the Class R-I Certificates and the

Class R-II Certificates.

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

the Trustee and authenticated by the Certificate Registrar substantially in the

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

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

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

by the Trustee and authenticated by the Certificate Registrar substantially in

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

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

Class 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 D, subordinate to the Class A Certificates with

respect to distributions and the allocation of Realized Losses as set forth in

Section 4.05, and evidencing an interest comprised of "regular interests" in

REMIC II together with certain rights to payments under the Yield Maintenance

Agreement for purposes of the REMIC Provisions.

Closing Date: November 29, 2005.

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

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.

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

Attention: Worldwide Securities Services/Structured Finance Services, RAMP,

Series 2005-RS9.

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

in interest.

Cumulative Insurance Payments: As of any time of determination, the

aggregate amount of all Insured Payments previously paid by the Insurer under

the Policy in respect of the Class A Certificates minus (a) the aggregate of all

payments previously made to the Insurer pursuant to Section 4.02(c) or 4.02(d)

hereof as reimbursement for such Insured Payments, plus (b) interest thereon

from the date such amounts became due until paid in full, at a rate of interest

equal to the applicable Late Payment Rate.

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 and the Insurer, for the holders

of certain other interests in mortgage loans serviced or sold by the Master

Servicer and for the Master Servicer, into which the amounts set forth in

Section 3.07 shall be deposited directly. Any such account or accounts shall be

an Eligible Account.

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

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

form of Exhibit F hereto.

Custodian: A custodian appointed pursuant to a Custodial Agreement and

reasonably acceptable to the Insurer.

Cut-off Date: November 1, 2005.

Cut-off Date Balance: $1,200,001,404.

Cut-off Date Principal Balance: With respect 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

the Cut-off Date), 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.

Deficiency Amount: With respect to any Distribution Date and each Class

of the Class A-I Certificates, an amount, if any, equal to the sum of (1) the

excess, if any, of the Accrued Certificate Interest (without taking into account

any reduction in the Accrued Certificate Interest in respect of Realized Losses)

on the Class of Class A-I Certificates for that Distribution Date over the

portion of the amounts on deposit in the Certificate Account on that

Distribution Date available for distribution to the Class A-I Certificates

pursuant to the Class A Interest Distribution Priority on that Distribution Date

and (2) (i) with respect to any Distribution Date that is not the Distribution

Date in November 2035, the principal portion of any Realized Losses allocated to

the Class A-I Certificates, if any, for that Distribution Date and (ii) on the

Distribution Date in November 2035, the aggregate Certificate Principal Balance

of the Class A-I Certificates (after giving effect to all distributions to be

made thereon on that Distribution Date other than any portion thereof consisting

of an Insured Payment payable as principal on the Class A-I Certificates). With

respect to any Distribution Date and the Class A-II Certificates, an amount, if

any, equal to the sum of (1) the excess, if any, of the Accrued Certificate

Interest (without taking into account any reduction in the Accrued Certificate

Interest in respect of Realized Losses) on the Class A-II Certificates for that

Distribution Date over the portion of the amounts on deposit in the Certificate

Account on that Distribution Date available for distribution to the Class A-II

Certificates pursuant to the Class A Interest Distribution Priority on that

Distribution Date and (2) (i) with respect to any Distribution Date that is not

the Distribution Date in November 2035, the principal portion of any Realized

Losses allocated to the Class A-II Certificates, if any, for that Distribution

Date and (ii) on the Distribution Date in November 2035, the aggregate

Certificate Principal Balance of the Class A-II Certificates (after giving

effect to all distributions to be made thereon on that Distribution Date other

than any portion thereof consisting of an Insured Payment payable as principal

on the Class A-II Certificates). The Deficiency Amount does not include any

Group I Basis Risk Shortfall Carry Forward Amounts or Group II Basis Risk

Shortfall Carry Forward Amounts.

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.

Delinquency Ratio: With respect to any Distribution Date and the

Mortgage Loans, the arithmetic average, of the fraction, expressed as a

percentage, equal to (x) the aggregate Stated Principal Balance of the Mortgage

Loans that are 60 or more days delinquent in payment of principal and interest

for that Distribution Date, including Mortgage Loans in bankruptcy that are 60

or more days delinquent, foreclosure and REO Properties, over (y) the aggregate

Stated Principal Balance of all of the Mortgage Loans immediately preceding that

Distribution Date.

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.

Depositor: As defined in the preamble hereto.

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Depository: The Depository Trust Company, or any successor Depository

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

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

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

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

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

Exchange Act.

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

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

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

Derivative Contract: Any ISDA Master Agreement, together with the

related Schedule and Confirmation, entered into by the Trustee and a Derivative

Counterparty in accordance with Section 4.11.

Derivative Counterparty: Any counterparty to a Derivative Contract as

provided in Section 4.11.

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

permanently lost or destroyed and has not been replaced.

Determination Date: With respect to any Distribution Date, the 20th day

(or if such 20th day is not a Business Day, the Business Day immediately

following such 20th day) of the month of the related Distribution Date.

Disqualified Organization: Any organization defined as a "disqualified

organization" under Section 860E(e)(5) of the Code, which includes any of the

following: (i) the United States, any State or political subdivision thereof,

any possession of the United States, or any agency or instrumentality of any of

the foregoing (other than an instrumentality which is a corporation if all of

its activities are subject to tax and, except for Freddie Mac, a majority of its

board of directors is not selected by such governmental unit), (ii) a foreign

government, any international organization, or any agency or instrumentality of

any of the foregoing, (iii) any organization (other than certain farmers'

cooperatives described in Section 521 of the Code) which is exempt from the tax

imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of

the Code on unrelated business taxable income) and (iv) rural electric and

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

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

defined in Section 775(a) of the Code and any other Person so designated by the

Trustee based upon an Opinion of Counsel that the holding of an Ownership

Interest in a Class R Certificate by such Person may cause any REMIC or any

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

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

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

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

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

Section 7701 of the Code or successor provisions.

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

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

if such 25th day is not a Business Day, the Business Day immediately following

such 25th day.

DTC Letter: The Letter of Representations, dated November 29, 2005,

between the Trustee, on behalf of the Trust Fund, and the Depository.

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

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

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

such Distribution Date.

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

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

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

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

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

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

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

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

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

interest against any collateral (which shall be limited to Permitted

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

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

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

account or accounts maintained in the corporate trust department of JPMorgan

Chase Bank, N.A., or (B) an account or accounts maintained in the corporate

asset services department of U.S. Bank National Association as long as its short

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

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

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

and the Insurance 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 Master Servicing Compensation: With respect to any Distribution

Date and each Loan Group, 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 related 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) provided that for purposes of this definition the

amount of the Servicing Fee will not be reduced pursuant to Section 7.02(a)

except as may be required pursuant to the last sentence of such Section 7.02(a),

in each case with respect to the related Loan Group.

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

Event of Default: As defined in Section 7.01.

Excess Cash Flow: With respect to the Mortgage Loans and any

Distribution Date, an amount equal to the sum of (A) the excess of (1) the

Available Distribution Amount for that Distribution Date over (2) the sum of (x)

the Interest Distribution Amount for that Distribution Date and (y) the lesser

of (i) the aggregate Certificate Principal Balance of the Class A Certificates

immediately prior to such Distribution Date and (ii) the Principal Remittance

Amount for that Distribution Date to the extent not needed to pay interest on

the Class A Certificates on such Distribution Date, (B) the

Overcollateralization Reduction Amount, if any, for that Distribution Date and

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.

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

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.

Final Scheduled Distribution Date: Solely for purposes of the face of

the Certificates, as follows: with respect to the Class A-I-1 Certificates, the

Distribution Date in March 2026; with respect to the Class A-I-2 Certificates,

the Distribution Date in April 2029; with respect to the Class A-I-3

Certificates, the Distribution Date in July 2033; with respect to the Class

A-I-4 Certificates, the Distribution Date in November 2035; and with respect to

the Class SB Certificates, the Distribution Date in November 2035. No event of

default under this Agreement will arise or become applicable solely by reason of

the failure to retire the entire Certificate Principal Balance of any Class of

Class A Certificates on or before its Final Scheduled Distribution Date.

Foreclosure Profits: With respect to any Distribution Date or related

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

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

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

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

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

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

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

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

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

which such Cash Liquidation or REO Disposition occurred.

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: With respect to each adjustable rate Mortgage Loan, the

fixed percentage set forth in the related Mortgage Note and indicated in Exhibit

G-1 and Exhibit G-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 I Basis Risk Shortfall: With respect to each Class of the Class

A-I Certificates and any Distribution Date on which the Group I Net WAC Cap Rate

is used to determine the Pass-Through Rate of such Class of the Class A-I

Certificates, an amount equal to the excess, if any, of (x) Accrued Certificate

Interest for such Class of the Class A-I Certificates, calculated at a rate

equal to LIBOR plus the related Margin, over (y) Accrued Certificate Interest

for such Class of the Class A-I Certificates for such Distribution Date

calculated using the Group I Net WAC Cap Rate.

Group I Basis Risk Shortfall Carry-Forward Amount: With respect to each

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

aggregate amount of Group I Basis Risk Shortfall for such Class on such

Distribution Date plus (b) any Group I Basis Risk Shortfall for such Class

remaining unpaid from prior Distribution Dates, plus (c) one month's interest on

the amount in clause (b) (based on the number of days in the preceding Interest

Accrual Period), to the extent previously unreimbursed by Excess Cash Flow, at a

rate equal to the related Pass-Through Rate.

Group I Loans: The Mortgage Loans designated as Group I Loans on the

Mortgage Loan Schedule attached hereto as Exhibit G-1.

Group I Net WAC Cap Rate: With respect to any Distribution Date and the

Class A-I Certificates, a per annum rate equal to the weighted average of the

Net Mortgage Rates of the Group I Loans using the Net Mortgage Rates (or, if

applicable, Modified Net Mortgage Rates) on such Mortgage Loans in effect for

the Monthly Payments due on such Mortgage Loans during the related Due Period,

multiplied by a fraction equal to 30 divided by the actual number of days in the

related Interest Accrual Period. With respect to any Distribution Date and the

REMIC II Regular Interests the ownership of which is represented by the A-I

Certificates, a per annum rate equal to the weighted average (adjusted for the

actual number of days elapsed in the related Interest Accrual Period) of the

Uncertificated REMIC I Group I Pass-Through Rate for the REMIC I Group I Regular

Interests, weighted on the basis of the Uncertificated Principal Balance of such

REMIC I Group I Regular Interests immediately prior to such Distribution Date,

multiplied by a fraction, the numerator of which is 30, and the denominator of

which is the actual number of days in the related Interest Accrual Period.

Group I Principal Distribution Amount: On any Distribution Date, the

Principal Distribution Amount multiplied by a fraction, the numerator of which

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

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

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

Group II Basis Risk Shortfall: With respect to the Class A-II

Certificates and any Distribution Date on which the Group II Net WAC Cap Rate is

used to determine the Pass-Through Rate of the Class A-II Certificates, an

amount equal to the excess, if any, of (x) Accrued Certificate Interest for the

Class A-II Certificates, calculated at a rate equal to (a) LIBOR plus the Class

A-II Margin over (y) Accrued Certificate Interest for the Class A-II

Certificates for such Distribution Date calculated using the Group II Net WAC

Cap Rate.

Group II Basis Risk Shortfall Carry-Forward Amount: With respect to the

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

amount of Group II Basis Risk Shortfall on such Distribution Date plus (b) any

Group II Basis Risk Shortfall remaining unpaid from prior Distribution Dates,

plus (c) one month's interest on the amount in clause (b) (based on the number

of days in the preceding Interest Accrual Period), to the extent previously

unreimbursed by Excess Cash Flow, at a rate equal to the related Pass-Through

Rate.

Group II Loans: The Mortgage Loans designated as Group II Loans on the

Mortgage Loan Schedule attached hereto as Exhibit G-2.

Group II Net WAC Cap Rate: With respect to any Distribution Date and the

Class A-II Certificates, a per annum rate equal to the weighted average of the

Net Mortgage Rates of the Group II Loans using the Net Mortgage Rates (or, if

applicable, Modified Net Mortgage Rates) on such Mortgage Loans in effect for

the Monthly Payments due on such Mortgage Loans during the related Due Period,

multiplied by a fraction equal to 30 divided by the actual number of days in the

related Interest Accrual Period. With respect to any Distribution Date and the

REMIC II Regular Interests the ownership of which is represented by the A-II

Certificates, a per annum rate equal to the weighted average (adjusted for the

actual number of days elapsed in the related Interest Accrual Period) of the

Uncertificated REMIC II Group II Pass-Through Rate for the REMIC I Group II

Regular Interests, weighted on the basis of the Uncertificated Principal Balance

of such REMIC I Group II Regular Interests immediately prior to such

Distribution Date, multiplied by a fraction, the numerator of which is 30, and

the denominator of which is the actual number of days in the related Interest

Accrual Period.

Group II Principal Distribution Amount: On any Distribution Date, the

Principal Distribution Amount multiplied by a fraction, the numerator of which

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

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

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

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

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

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

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

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

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

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

similar functions.

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

Adjustment Date therefor, the related index as stated in the related Mortgage

Note.

Initial Certificate Principal Balance: With respect to each Class of

Certificates (other than the Class R Certificates), the Certificate Principal

Balance of such Class of Certificates as of the Closing Date as set forth in the

Preliminary Statement hereto.

Insurance Account: The account or accounts created and maintained

pursuant to Section 4.10, 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-RS9" and which must be an Eligible Account.

Insurance Agreement: The Insurance and Indemnity Agreement, dated as of

November 29, 2005, among the Insurer, the Trustee, the Master Servicer and the

Depositor.

Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans

pursuant to any Primary Insurance Policy or any other related insurance policy

covering a Mortgage Loan, to the extent such proceeds are payable to the

mortgagee under the Mortgage, any Subservicer, the Master Servicer or the

Trustee and are not applied to the restoration of the related Mortgaged Property

(or, with respect to a Cooperative Loan, the related Cooperative Apartment) or

released to the Mortgagor in accordance with the procedures that the Master

Servicer would follow in servicing mortgage loans held for its own account.

Insured Payment: With respect to (a) any Distribution Date, (i) the

Deficiency Amount and (ii) any Preference Amount and (b) with respect to any

other date, any Preference Amount.

Insurer: Financial Guaranty Insurance Company, a New York insurance

corporation or its successors in interest.

Insurer Account: An account of the Insurer maintained at JPMorgan Chase

Bank, N.A. (ABA No. 021000021), Account No. 904951812, Attention: Joanne Murray,

or such other account as may be designated by the Insurer to the Trustee in

writing not less than five Business Days prior to the related Distribution Date.

Insurer Default: The existence and continuance of any of the following:

(a) a failure by the Insurer to make a payment required under the Policy in

accordance with its terms; or (b)(i) the Insurer (A) files any petition or

commences any case or proceeding under any provision or chapter of the

Bankruptcy Code or any other similar federal or state law relating to

insolvency, bankruptcy, rehabilitation, liquidation or reorganization, (B) makes

a general assignment for the benefit of its creditors or (C) has an order for

relief entered against it under the Bankruptcy Code or any other similar federal

or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or

reorganization which is final and nonappealable; or (ii) a court of competent

jurisdiction, the New York insurance department or other competent regulatory

authority enters a final and nonappealable order, judgment or decree (A)

appointing a custodian, trustee, agent or receiver for the Insurer or for all or

any material portion of its property or (B) authorizing the taking of possession

by a custodian, trustee, agent or receiver of the Insurer (or the taking of

possession of all or any material portion of the property of the Insurer).

Interest Accrual Period: With respect to the Class A Certificates, (i)

with respect to the Distribution Date in December 2005, the period commencing on

the Closing Date and ending on the day preceding the Distribution Date in

December 2005, and (ii) with respect to any Distribution Date after the

Distribution Date in December 2005, the period commencing on the Distribution

Date in the month immediately preceding the month in which such Distribution

Date occurs and ending on the day preceding such Distribution Date. With respect

to the Class SB Certificates and any Distribution Date, the prior calendar

month.

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

Certificates and any Distribution Date, the aggregate amount of Accrued

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

Certificates for such Distribution Date, plus any related Accrued Certificate

Interest thereon remaining unpaid from any prior Distribution Date.

Interim Certification: As defined in Section 2.02.

Interested Person: As of any date of determination, the Depositor, the

Master Servicer, the Insurer, the Trustee, any Mortgagor, any Manager of a

Mortgaged Property, or any Person known to a Responsible Officer of the Trustee

to be an Affiliate of any of them.

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

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

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

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

Due Period and not previously recovered.

Late Payment Rate: As defined in the Insurance Agreement.

LIBOR: With respect to any Distribution Date, the arithmetic mean of the

London interbank offered rate quotations for one-month U.S. Dollar deposits,

expressed on a per annum basis, determined in accordance with Section 1.02.

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

a day on which banking institutions in London, England are required or

authorized to by law to be closed.

LIBOR Rate Adjustment Date: With respect to each Distribution Date, the

second LIBOR Business Day immediately preceding the commencement of the related

Interest Accrual Period.

Limited Repurchase Right Holder: RFC Asset Holdings II, Inc., or its

successor.

Liquidation Proceeds: Amounts (other than Insurance Proceeds) received

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

Property by exercise of the power of eminent domain or condemnation or in

connection with the liquidation of a defaulted Loan through trustee's sale,

foreclosure sale or otherwise, other than REO Proceeds and Subsequent

Recoveries.

Loan Group: Group I Loans or Group II Loans, as applicable.

Loan-to-Value Ratio: As of any date, the fraction, expressed as a

percentage, the numerator of which is the current principal balance of the

related Mortgage Loan at the date of determination and the denominator of which

is the Appraised Value of the related Mortgaged Property.

Margin: The Class A-I-1 Margin, Class A-I-2 Margin, Class A-I-3 Margin,

Class A-I-4 Margin, or Class A-II Margin, as applicable.

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 Uncertificated Pass-Through Rates for each REMIC I Regular

Interest (other than the REMIC I Regular Interest I-AA and REMIC I Regular

Interest II-A) with the rates on each such REMIC I Regular Interest (other than

REMIC I Regular Interest I-ZZ and REMIC I Regular Interest II-ZZ) subject to a

cap equal to the Pass-Through Rate for the REMIC II Regular Interest, the

ownership of which is represented by the corresponding Class for such REMIC I

Regular Interest, and the rate on REMIC I Regular Interest I-ZZ and REMIC

Regular Interest II-ZZ subject to a cap of zero, in each case for purposes of

this calculation.

Maturity Date: With respect to each Class of Certificates representing

ownership of regular interest or Uncertificated Regular Interests issued by each

of REMIC I and REMIC II the latest possible maturity date, solely for purposes

of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, by which the

Certificate Principal Balance of each such Class of Certificates representing a

regular interest in the Trust Fund would be reduced to zero, which is, for each

such regular interest, the Distribution Date in November 2035, which is the

Distribution Date occurring in the month following the last scheduled monthly

payment of the Mortgage Loans.

Maximum Mortgage Rate: With respect to any adjustable rate Mortgage

Loan, the rate indicated in Exhibit G-1 and Exhibit G-2 hereto as the "NOTE

CEILING," which rate is the maximum interest rate that may be applicable to such

adjustable rate Mortgage Loan at any time during the life of such Mortgage Loan.

Maximum Net Mortgage Rate: With respect to any adjustable rate Mortgage

Loan and any date of determination, the Maximum Mortgage Rate minus the sum of

(i) the Subservicing Fee Rate, (ii) the Servicing Fee Rate and (iii) the

Certificate Insurer Premium Modified Rate as of such date.

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

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

thereto.

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

electronically maintained by MERS.

MIN: The Mortgage Identification Number for Mortgage Loans registered

with MERS on the MERS(R)System.

Minimum Mortgage Rate: With respect to any adjustable rate Mortgage

Loan, the greater of (i) the Note Margin and (ii) the rate indicated in Exhibit

G-1 and G-2 hereto as the "NOTE FLOOR", which rate may be applicable to such

adjustable rate Mortgage Loan at any time during the life of such adjustable

rate Mortgage Loan.

Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a

Servicing Modification.

Modified Mortgage Rate: With respect to any Mortgage Loan that is the

subject of a Servicing Modification, the Mortgage Rate, minus the rate per annum

by which the Mortgage Rate on such Mortgage Loan was reduced.

Modified Net Mortgage Rate: With respect to any Mortgage Loan that is

the subject of a Servicing Modification, the Net Mortgage Rate, minus the rate

per annum by which the Mortgage Rate on such Mortgage Loan was reduced.

MOM Loan: With respect to any Mortgage Loan, MERS acting as the

mortgagee of such Mortgage Loan, solely as nominee for the originator of such

Mortgage Loan and its successors and assigns, at the origination thereof.

Monthly Payment: With respect to any Mortgage Loan (including any REO

Property) and the Due Date in any Due Period, the payment of principal and

interest due thereon in accordance with the amortization schedule at the time

applicable thereto (after adjustment, if any, for Curtailments and for Deficient

Valuations occurring prior to such Due Date but before any adjustment to such

amortization schedule by reason of any bankruptcy, other than a Deficient

Valuation, or similar proceeding or any moratorium or similar waiver or grace

period and before any Servicing Modification that constitutes a reduction of the

interest rate on such Mortgage Loan).

Moody's: Moody's Investors Service, Inc., or its successor in interest.

Mortgage: With respect to each Mortgage Note related to a Mortgage Loan,

the mortgage, deed of trust or other comparable instrument creating a first lien

on an estate in fee simple or leasehold interest in real property securing a

Mortgage Note.

Mortgage File: The mortgage documents listed in Section 2.01 pertaining

to a particular Mortgage Loan and any additional documents required to be added

to the Mortgage File pursuant to this Agreement.

Mortgage Loan Schedule: The lists of the Mortgage Loans attached hereto

as Exhibit G1 and Exhibit G-2 (as amended from time to time to reflect the

addition of Qualified Substitute Mortgage Loans), which lists shall set forth at

a minimum the following information as to each Mortgage Loan:

(i) the Mortgage Loan identifying number ("RFC LOAN #");

(ii) [reserved];

(iii) the maturity of the Mortgage Note ("MATURITY DATE"

or "MATURITY DT") for Mortgage Loans;

(iv) the Mortgage Rate as of origination ("ORIG RATE");

(v) the Mortgage Rate as of the Cut-off Date for an

adjustable rate Mortgage Loan ("CURR RATE");

(vi) the Net Mortgage Rate as of the Cut-off Date ("CURR

NET");

(vii) the scheduled monthly payment of principal, if any,

and interest as of the Cut-off Date ("ORIGINAL P & I" or

"CURRENT P & I" for the adjustable rate Mortgage Loans);

(viii) the Cut-off Date Principal Balance ("PRINCIPAL

BAL");

(ix) the Loan-to-Value Ratio at origination ("LTV");

(x) a code "T", "BT" or "CT" under the column "LN

FEATURE," indicating that the Mortgage Loan is secured by

a second or vacation residence (the absence of any such

code means the Mortgage Loan is secured by a primary

residence);

(xi) a code "N" under the column "OCCP CODE", indicating

that the Mortgage Loan is secured by a non-owner occupied

residence (the absence of any such code means the Mortgage

Loan is secured by an owner occupied residence);

(xii) the Maximum Mortgage Rate for the adjustable rate

Mortgage Loans ("NOTE CEILING");

(xiii) the Maximum Net Mortgage Rate for the adjustable

rate Mortgage Loans ("NET CEILING");

(xiv) the Note Margin for the adjustable rate Mortgage

Loans ("NOTE MARGIN");

(xv) the first Adjustment Date after the Cut-off Date for

the adjustable rate Mortgage Loans ("NXT INT CHG DT");

(xvi) the Periodic Cap for the adjustable rate Mortgage

Loans ("PERIODIC DECR" or "PERIODIC INCR"); and

(xvii) (the rounding of the semi-annual or annual

adjustment to the Mortgage Rate with respect to the

adjustable rate Mortgage Loans ("NOTE METHOD").

Such schedules may consist of multiple reports that collectively set

forth all of the information required.

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

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

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

identified in the initial Mortgage Loan Schedule, and Qualified Substitute

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

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

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

Certificate, Cooperative Lease and Mortgage File and all rights appertaining

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

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

appertaining thereto.

Mortgage Note: The originally executed note or other evidence of

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

together with any modification thereto.

Mortgage Rate: With respect to any Mortgage Loan, the interest rate

borne by the related Mortgage Note, or any modification thereto other than a

Servicing Modification. The Mortgage Rate on the adjustable rate Mortgage Loans

will adjust on each Adjustment Date to equal the sum (rounded to the nearest

multiple of one-eighth of one percent (0.125%) or up to the nearest one-eighth

of one percent, which are indicated by a "U" on Exhibit G-1 and Exhibit G-2,

except in the case of the adjustable rate Mortgage Loans indicated by an "X" on

Exhibit G-1 and Exhibit G-2 or hereto under the heading "NOTE METHOD"), of the

related Index plus the Note Margin, in each case subject to the applicable

Periodic Cap, Maximum Mortgage Rate and Minimum Mortgage Rate.

Mortgaged Property: The underlying real property securing a Mortgage

Loan or, with respect to a Cooperative Loan, the related Cooperative Lease and

Cooperative Stock

Mortgagor: The obligor on a Mortgage Note.

Net Mortgage Rate: With respect to any Mortgage Loan as of any date of

determination, a per annum rate equal to the Mortgage Rate for such Mortgage

Loan as of such date minus the sum of (i) the related Servicing Fee Rate, (ii)

the related Subservicing Fee Rate, and (iii) the Certificate Insurer Premium

Modified Rate.

Net WAC Cap Rate: The Group I Net WAC Cap Rate or Group II Net WAC Cap

Rate, as applicable.

Non-Primary Residence Loans: The Mortgage Loans designated as secured by

second or vacation residences, or by non-owner occupied residences, on the

Mortgage Loan Schedule.

Non-United States Person: Any Person other than a United States Person.

Nonrecoverable Advance: Any Advance previously made or proposed to be

made by the Master Servicer or Subservicer in respect of a Mortgage Loan (other

than a Deleted Mortgage Loan) which, in the good faith judgment of the Master

Servicer, will not, or, in the case of a proposed Advance, would not, be

ultimately recoverable by the Master Servicer from related Late Collections,

Insurance Proceeds, Liquidation Proceeds or REO Proceeds. To the extent that any

Mortgagor is not obligated under the related Mortgage documents to pay or

reimburse any portion of any Servicing Advances that are outstanding with

respect to the related Mortgage Loan as a result of a modification of such

Mortgage Loan by the Master Servicer, which forgives amounts which the Master

Servicer or Subservicer had previously advanced, and the Master Servicer

determines that no other source of payment or reimbursement for such advances is

available to it, such Servicing Advances shall be deemed to be Nonrecoverable

Advances. The determination by the Master Servicer that it has made a

Nonrecoverable Advance shall be evidenced by an Officer's Certificate delivered

to the Depositor, the Trustee, the Insurer and the Master Servicer setting forth

such determination, which shall include any other information or reports

obtained by the Master Servicer such as property operating statements, rent

rolls, property inspection reports and engineering reports, which may support

such determinations. Notwithstanding the above, the Trustee shall be entitled to

rely upon any determination by the Master Servicer that any Advance previously

made is a Nonrecoverable Advance or that any proposed Advance, if made, would

constitute a Nonrecoverable Advance.

Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of

reference thereto, is not subject to a Subservicing Agreement.

Note Margin: With respect to each adjustable rate Mortgage Loan, the

fixed percentage set forth in the related Mortgage Note and indicated in Exhibit

G-1 and Exhibit G-2 hereto as the "NOTE MARGIN," which percentage is added to

the Index on each Adjustment Date to determine (subject to rounding in

accordance with the related Mortgage Note, the Periodic Cap, the Maximum

Mortgage Rate and the Minimum Mortgage Rate) the interest rate to be borne by

such adjustable rate Mortgage Loan until the next Adjustment Date.

Notional Amount: With respect to the Class SB Certificates, immediately

prior to any Distribution Date, the aggregate of the Uncertificated Principal

Balances of the REMIC II Regular Interests.

Officers' Certificate: A certificate signed by the Chairman of the

Board, the President, a Vice President, Assistant Vice President, Director,

Managing Director, the Treasurer, the Secretary, an Assistant Treasurer or an

Assistant Secretary of the Depositor or the Master Servicer, as the case may be,

and delivered to the Trustee and the Insurer, as required by this Agreement.

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

Trustee and the Master Servicer, who may be counsel for the Depositor or the

Master Servicer, provided that any opinion of counsel (i) referred to in the

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

of REMIC I or REMIC II as REMICs or compliance with the REMIC Provisions must,

unless otherwise specified, be an opinion of Independent counsel.

Optional Termination Date: Any Distribution Date on or after which the

Stated Principal Balance (after giving effect to distributions to be made on

such Distribution Date) of the Mortgage Loans is less than 10.00% of the Cut-off

Date Balance.

Outstanding Mortgage Loan: With respect to the Due Date in any Due

Period, a Mortgage Loan (including an REO Property) that was not the subject of

a Principal Prepayment in Full, Cash Liquidation or REO Disposition and that was

not purchased, deleted or substituted for prior to such Due Date pursuant to

Section 2.02, 2.03, 2.04, 4.07 or 4.08.

Overcollateralization Amount: With respect to any Distribution Date, the

excess, if any, of (a) the aggregate Stated Principal Balance of the Mortgage

Loans before giving effect to distributions of principal to be made on such

Distribution Date over (b) the aggregate Certificate Principal Balance of the

Class A Certificates as of such date, before taking into account distributions

of principal to be made on that Distribution Date.

Overcollateralization Floor: An amount equal to the product of 0.50% and

the Cut-off Date Balance.

Overcollateralization Increase Amount: With respect to any Distribution

Date, an amount equal to the lesser of (i) the Excess Cash Flow for that

Distribution Date available to make payments pursuant to Section 4.02(c)(xiv)

and (ii) the excess, if any, of (x) the Required Overcollateralization Amount

for that Distribution Date over (y) the Overcollateralization Amount for that

Distribution Date.

Overcollateralization Reduction Amount: With respect to any Distribution

Date for which the Excess Overcollateralization Amount is, or would be, after

taking into account all other distributions to be made on such Distribution

Date, greater than zero, an amount equal to the lesser of (i) the Excess

Overcollateralization Amount for that Distribution Date and (ii) the Principal

Remittance Amount for such Distribution Date.

Ownership Interest: With respect to any Certificate, any ownership or

security interest in such Certificate, including any interest in such

Certificate as the Holder thereof and any other interest therein, whether direct

or indirect, legal or beneficial, as owner or as pledgee.

Pass-Through Rate: With respect to each Class of the Class A-I

Certificates and each Interest Accrual Period, a per annum rate equal to the

lesser of (i) LIBOR plus the related Margin and (ii) the Group I Net WAC Cap

Rate. With respect to the Class A-II Certificates and each Interest Accrual

Period, a per annum rate equal to the lesser of (i) LIBOR plus the Class A-II

Margin and (ii) the Group II Net WAC Cap Rate.

With respect to the Class SB Certificates, a per annum rate equal to the

percentage equivalent of a fraction, the numerator of which is (x) the sum, for

each REMIC II Regular Interest, of the excess of the Uncertificated Group I

REMIC I Pass-Through Rate or Uncertificated Group II REMIC I Pass-Through Rate,

as applicable, for such REMIC I Regular Interest over the Marker Rate applied to

a notional amount equal to the Uncertificated Principal Balance of such REMIC I

Regular Interest and (y) the denominator of which is the aggregate

Uncertificated Principal Balance of the REMIC I Regular Interests.

Paying Agent: JPMorgan Chase Bank, N.A., or any successor Paying Agent

appointed by the Trustee.

Percentage Interest: With respect to any Class A Certificate, the

undivided percentage ownership interest in the related Class evidenced by such

Certificate, which percentage ownership interest shall be equal to the Initial

Certificate Principal Balance thereof divided by the aggregate Initial

Certificate Principal Balance of all of the Certificates of the same Class. The

Percentage Interest with respect to a Class SB Certificate or Class R

Certificate shall be stated on the face thereof.

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

periodic rate cap that limits the increase or the decrease of the related

Mortgage Rate on any Adjustment Date pursuant to the terms of the related

Mortgage Note.

Permitted Investments: One or more of the following:

(i) obligations of or guaranteed as to principal and

interest by the United States or any agency or

instrumentality thereof when such obligations are backed

by the full faith and credit of the United States;

(ii) repurchase agreements on obligations specified in

clause (i) maturing not more than one month from the date

of acquisition thereof, provided that the unsecured

obligations of the party agreeing to repurchase such

obligations are at the time rated by each Rating Agency in

its highest short-term rating available;

(iii) federal funds, certificates of deposit, demand

deposits, time deposits and bankers' acceptances (which

shall each have an original maturity of not more than 90

days and, in the case of bankers' acceptances, shall in no

event have an original maturity of more than 365 days or a

remaining maturity of more than 30 days) denominated in

United States dollars of any U.S. depository institution

or trust company incorporated under the laws of the United

States or any state thereof or of any domestic branch of a

foreign depository institution or trust company; provided

that the debt obligations of such depository institution

or trust company at the date of acquisition thereof have

been rated by each Rating Agency in its highest short-term

rating available; and, provided further that, if the

original maturity of such short-term obligations of a

domestic branch of a foreign depository institution or

trust company shall exceed 30 days, the short-term rating

of such institution shall be A-1+ in the case of Standard

& Poor's if Standard & Poor's is a Rating Agency;

(iv) commercial paper and demand notes (having original

maturities of not more than 365 days) of any corporation

incorporated under the laws of the United States or any

state thereof which on the date of acquisition has been

rated by each Rating Agency in its highest short-term

rating available; provided that such commercial paper and

demand notes shall have a remaining maturity of not more

than 30 days;

(v) a money market fund or a qualified investment fund

rated by each Rating Agency in its highest long-term

rating available (which may be managed by the Trustee or

one of its Affiliates); and

(vi) other obligations or securities that are acceptable

to the Insurer and each Rating Agency as a Permitted

Investment hereunder and will not reduce the rating

assigned to any Class of Certificates by such Rating

Agency below the lower of the then-current rating or the

rating assigned to such Certificates as of the Closing

Date by such Rating Agency, as evidenced in writing;

provided, however, that no instrument shall be a Permitted Investment if it

represents, either (1) the right to receive only interest payments with respect

to the underlying debt instrument or (2) the right to receive both principal and

interest payments derived from obligations underlying such instrument and the

principal and interest payments with respect to such instrument provide a yield

to maturity greater than 120% of the yield to maturity at par of such underlying

obligations. References herein to the highest rating available on unsecured

long-term debt shall mean AAA in the case of Standard & Poor's and Aaa in the

case of Moody's, and for purposes of this Agreement, any references herein to

the highest rating available on unsecured commercial paper and short-term debt

obligations shall mean the following: A-1 in the case of Standard & Poor's and

P-1 in the case of Moody's; provided, however, that any Permitted Investment

that is a short-term debt obligation rated A-1 by Standard & Poor's must satisfy

the following additional conditions: (i) the total amount of debt from A-1

issuers must be limited to the investment of monthly principal and interest

payments (assuming fully amortizing collateral); (ii) the total amount of A-1

investments must not represent more than 20% of the aggregate outstanding

Certificate Principal Balance of the Certificates and each investment must not

mature beyond 30 days; (iii) the terms of the debt must have a predetermined

fixed dollar amount of principal due at maturity that cannot vary; and (iv) if

the investments may be liquidated prior to their maturity or are being relied on

to meet a certain yield, interest must be tied to a single interest rate index

plus a single fixed spread (if any) and must move proportionately with that

index. Any Permitted Investment may be purchased by or through the Trustee or

its Affiliates.

Permitted Transferee: Any Transferee of a Class R Certificate, other

than a Disqualified Organization or Non-United States Person.

Person: Any individual, corporation, limited liability company,

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

unincorporated organization or government or any agency or political subdivision

thereof.

Policy: The Certificate Guaranty Insurance Policy No. 05030145 issued by

the Insurer in respect of the Class A Certificates, a copy of which is attached

hereto as Exhibit P.

Pool Stated Principal Balance: With respect to any date of

determination, the aggregate of the Stated Principal Balances of each Mortgage

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

the Due Period preceding such date of determination.

Prepayment Assumption: With respect to the Class A Certificates, the

prepayment assumption to be used for determining the accrual of original issue

discount and premium and market discount on such Certificates for federal income

tax purposes, which assumes a prepayment rate of 20% HEP with respect to the

fixed-rate Mortgage Loans, and 100% PPC with respect to the adjustable-rate

Mortgage Loans.

Prepayment Interest Shortfall: With respect to any Distribution Date and

any Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that

was the subject of (a) a Principal Prepayment in Full during the related

Prepayment Period, an amount equal to the excess of one month's interest at the

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

Modified Mortgage Loan) on the Stated Principal Balance of such Mortgage Loan

over the amount of interest (adjusted to the related Net Mortgage Rate (or

Modified Net Mortgage Rate in the case of a Modified Mortgage Loan)) paid by the

Mortgagor for such Prepayment Period to the date of such Principal Prepayment in

Full or (b) a Curtailment during the prior calendar month, an amount equal to

one month's interest at the related Net Mortgage Rate (or Modified Net Mortgage

Rate in the case of a Modified Mortgage Loan) on the amount of such Curtailment.

Prepayment Period: With respect to any Distribution Date, the calendar

month preceding the month of distribution.

Primary Insurance Policy: Each primary policy of mortgage guaranty

insurance as indicated by a numeric code on Exhibit G-1 and Exhibit G-2 with the

exception of either code "23" or "96" under the column "MI CO CODE".

Principal Allocation Amount: With respect to any Distribution Date, the

sum of (a) the Principal Remittance Amount for such Distribution Date, (b) the

amount described in clause (b)(iv) of the definition of Principal Distribution

Amount for such Distribution Date, (c) the aggregate amount of the principal

portion of Realized Losses on the Mortgage Loans in the calendar month preceding

such Distribution Date, to the extent covered by Excess Cash Flow for such

Distribution Date, minus (d) the Capitalization Reimbursement Amount for such

Distribution Date; provided, that on any Distribution Date on which there is

insufficient Excess Cash Flow to cover all Realized Losses on the Mortgage

Loans, in determining the Group I Principal Distribution Amount and Group II

Principal Distribution Amount, the available Excess Cash Flow will be allocated

to the Class A-I Certificates and Class A-II Certificates, pro rata, based on

the principal portion of Realized Losses on the Group I Loans and the Group II

Loans, respectively.

Principal Distribution Amount: With respect to any Distribution Date,

the lesser of (a) the excess of (i) the Available Distribution Amount for such

Distribution Date, plus, for inclusion in Excess Cash Flow for purposes of

clauses (b)(v) and (b)(vi), the Yield Maintenance Agreement Principal

Distributable Amount for such Distribution Date over (ii) the Interest

Distribution Amount and (b) the sum of:

(i) the principal portion of each Monthly Payment received

or Advanced with respect to the related Due Period on each

Outstanding Mortgage Loan;

(ii) the Stated Principal Balance of any Mortgage 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, the amount of any shortfall deposited in the

Custodial Account in connection with the substitution of a

Deleted Mortgage Loan pursuant to Section 2.03 or 2.04

during the related Prepayment Period and the Stated

Principal Balance of Mortgage Loans purchased pursuant to

Section 9.01 in connection with such Distribution Date, if

applicable;

(iii) the principal portion of all other unscheduled

collections, other than Subsequent Recoveries, on the

Mortgage Loans (including, without limitation, Principal

Prepayments in Full, Curtailments, Insurance Proceeds,

Liquidation Proceeds and REO Proceeds) received during the

related Prepayment Period to the extent applied by the

Master Servicer as recoveries of principal of the Mortgage

Loans pursuant to Section 3.14;

(iv) the lesser of (a) Subsequent Recoveries for such

Distribution Date and (b) the principal portion of any

Realized Losses allocated to any Class of Certificates on

a prior Distribution Date and remaining unpaid;

(v) the lesser of (a) Excess Cash Flow for that

Distribution Date (to the extent not used pursuant to

clause (iv) of this definition on such Distribution Date)

and (b) the principal portion of any Realized Losses

incurred (or deemed to have been incurred) on any Mortgage

Loans in the calendar month preceding such Distribution

Date to the extent covered by Excess Cash Flow for that

Distribution Date; and

(vi) the lesser of (a) the Excess Cash Flow for such

Distribution Date (to the extent not used to cover

Realized Losses pursuant to clause (iv) and (v) of this

definition on such Distribution Date) and (b) the

Overcollateralization Increase Amount for such

Distribution Date to the extent covered by Excess Cash

Flow for that Distribution Date;

minus

(vii) the amount of any Overcollateralization Reduction

Amount for such Distribution Date; and

(viii) any Capitalization Reimbursement Amount for such

Distribution Date;

provided, however, that the Principal Distribution Amount on any Distribution

Date shall not be less than zero or greater than the aggregate Certificate

Principal Balance of the Class A Certificates.

Principal Prepayment: Any payment of principal or other recovery on a

Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds

or Insurance Proceeds, which is received in advance of its scheduled Due Date

and is not accompanied by an amount as to interest representing scheduled

interest on such payment due on any date or dates in any month or months

subsequent to the month of prepayment.

Principal Prepayment in Full: Any Principal Prepayment made by a

Mortgagor of the entire principal balance of a Mortgage Loan.

Principal Remittance Amount: With respect to any Distribution Date, the

sum of the amounts described in clauses (b)(i), (b)(ii) and (b)(iii) of the

definition of Principal Distribution Amount for that Distribution Date.

Program Guide: The Residential Funding Seller Guide for mortgage

collateral sellers that participate in Residential Funding's standard mortgage

programs, and Residential Funding's Servicing Guide and any other subservicing

arrangements which Residential Funding has arranged to accommodate the servicing

of the Mortgage Loans.

Purchase Price: With respect to any Mortgage Loan (or REO Property)

required to be or otherwise purchased on any date pursuant to Section 2.02,

2.03, 2.04, 4.07 or 4.08, an amount equal to the sum of (i) (a) if such Mortgage

Loan (or REO Property) is being purchased pursuant to Sections 2.02, 2.03, 2.04

or 4.07 of this Agreement, 100% of the Stated Principal Balance thereof plus the

principal portion of any related unreimbursed Advances or (b) if such Mortgage

Loan (or REO Property) is being purchased pursuant to Section 4.08 of this

Agreement, the greater of (1) 100% of the Stated Principal Balance thereof plus

the principal portion of any related unreimbursed Advances on such Mortgage Loan

(or REO Property) and (2) the fair market value thereof plus the principal

portion of any related unreimbursed Advances and (ii) unpaid accrued interest at

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

Modified Mortgage Loan) plus the rate per annum at which the Servicing Fee and

the Certificate Insurer Premium Modified Rate is calculated, or (b) in the case

of a purchase made by the Master Servicer, at the Net Mortgage Rate (or Modified

Net Mortgage Rate plus the Certificate Insurer Premium Modified Rate in the case

of a Modified Mortgage Loan), in each case on the Stated Principal Balance

thereof to, but not including, the first day of the month following the month of

purchase from the Due Date to which interest was last paid by the Mortgagor.

Qualified Insurer: A mortgage guaranty insurance company duly qualified

as such under the laws of the state of its principal place of business and each

state having jurisdiction over such insurer in connection with the insurance

policy issued by such insurer, duly authorized and licensed in such states to

transact a mortgage guaranty insurance business in such states and to write the

insurance provided by the insurance policy issued by it, approved as a FNMA- or

FHLMC-approved mortgage insurer or having a claims paying ability rating of at

least "AA" or equivalent rating by a nationally recognized statistical rating

organization. Any replacement insurer with respect to a Mortgage Loan must have

at least as high a claims paying ability rating as the insurer it replaces had

on the Closing Date.

Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by

Residential Funding or the Depositor for a Deleted Mortgage Loan which must, on

the date of such substitution, as confirmed in an Officers' Certificate

delivered to the Trustee, (i) have an outstanding principal balance, after

deduction of the principal portion of the monthly payment due in the month of

substitution (or in the case of a substitution of more than one Mortgage Loan

for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after

such deduction), not in excess of the Stated Principal Balance of the Deleted

Mortgage Loan (the amount of any shortfall to be deposited by Residential

Funding, in the Custodial Account in the month of substitution); (ii) have a

Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per

annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the

Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value

Ratio at the time of substitution no higher than that of the Deleted Mortgage

Loan at the time of substitution; (iv) have a remaining term to stated maturity

not greater than (and not more than one year less than) that of the Deleted

Mortgage Loan; (v) comply with each representation and warranty set forth in

Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement; and

(vi) in the case of the adjustable rate Mortgage Loans, (w) have a Mortgage Rate

that adjusts with the same frequency and based upon the same Index as that of

the Deleted Mortgage Loan, (x) have a Note Margin not less than that of the

Deleted Mortgage Loan; (y) have a Periodic Rate Cap that is equal to that of the

Deleted Mortgage Loan; and (z) have a next Adjustment Date no later than that of

the Deleted Mortgage Loan.

Rating Agency: Moody's and Standard & Poor's. If any agency or a

successor is no longer in existence, "Rating Agency" shall be such statistical

credit rating agency, or other comparable Person, designated by the Depositor,

and with respect to the Class A Certificates, the Insurer, notice of which

designation shall be given to the Trustee and the Master Servicer.

Realized Loss: With respect to each Mortgage Loan (or REO Property) as

to which a Cash Liquidation or REO Disposition has occurred, an amount (not less

than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or

REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii)

interest (and REO Imputed Interest, if any) at the Net Mortgage Rate (or

Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) and the

Certificate Insurer Premium Modified Rate from the Due Date as to which interest

was last paid or advanced to Certificateholders up to the last day of the month

in which the Cash Liquidation (or REO Disposition) occurred on the Stated

Principal Balance of such Mortgage Loan (or REO Property) outstanding during

each Due Period that such interest was not paid or advanced, minus (iii) the

proceeds, if any, received during the month in which such Cash Liquidation (or

REO Disposition) occurred, to the extent applied as recoveries of interest at

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

Mortgage Loan) and the Certificate Insurer Premium Modified Rate and to

principal of the Mortgage Loan, net of the portion thereof reimbursable to the

Master Servicer or any Subservicer with respect to related Advances, Servicing

Advances or other expenses as to which the Master Servicer or Subservicer is

entitled to reimbursement thereunder but which have not been previously

reimbursed. With respect to each Mortgage Loan which is the subject of a

Servicing Modification, (a) (1) the amount by which the interest portion of a

Monthly Payment or the principal balance of such Mortgage Loan was reduced or

(2) the sum of any other amounts owing under the Mortgage Loan that were

forgiven and that constitute Servicing Advances that are reimbursable to the

Master Servicer or a Subservicer, and (b) any such amount with respect to a

Monthly Payment that was or would have been due in the month immediately

following the month in which a Principal Prepayment or the Purchase Price of

such Mortgage Loan is received or is deemed to have been received. With respect

to each Mortgage Loan which has become the subject of a Deficient Valuation, the

difference between the principal balance of the Mortgage Loan outstanding

immediately prior to such Deficient Valuation and the principal balance of the

Mortgage Loan as reduced by the Deficient Valuation. With respect to each

Mortgage Loan which has become the object of a Debt Service Reduction, the

amount of such Debt Service Reduction. Notwithstanding the above, neither a

Deficient Valuation nor a Debt Service Reduction shall be deemed a Realized Loss

hereunder so long as the Master Servicer has notified the Trustee and the

Insurer 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.

Realized Losses allocated to the Class SB Certificates shall be

allocated first in reduction of the accrued but unpaid interest thereon until

such accrued and unpaid interest shall have been reduced to zero and then in

reduction of the Principal Balance thereof.

Record Date: With respect to each Distribution Date and the Class A

Certificates which are Book-Entry Certificates, the close of business on the

Business Day prior to such Distribution Date.

With respect to each Distribution Date and the Certificates (other than

the Class A Certificates), the close of business on the last Business Day of the

month next preceding the month in which the related Distribution Date occurs,

except in the case of the first Record Date, which shall be the Closing Date.

Reference Bank Rate: As defined in Section 1.02.

Regular Interest: Any one of the regular interests in the Trust Fund.

Relief Act: The Servicemembers Civil Relief Act, as amended.

Relief Act Shortfalls: Interest shortfalls on the Mortgage Loans

resulting from the Relief Act or similar legislation or regulations.

REMIC: A "real estate mortgage investment conduit" within the meaning of

Section 860D of the Code. As used herein, the term "REMIC" shall mean REMIC I

and REMIC II.

REMIC Administrator: Residential Funding Corporation. If Residential

Funding Corporation is found by a court of competent jurisdiction to no longer

be able to fulfill its obligations as REMIC Administrator under this Agreement

the Master Servicer or Trustee acting as successor master servicer shall appoint

a successor REMIC Administrator, acceptable to the Insurer subject to assumption

of the REMIC Administrator obligations under this Agreement.

REMIC I: The segregated pool of assets subject hereto (exclusive of the

Yield Maintenance Agreement and any payments thereunder, which are not assets of

any REMIC), constituting a portion of the primary trust created hereby and to be

administered hereunder, with respect to which a separate REMIC election is to be

made (other than with respect to the items in clause (v) and the proceeds

thereof), consisting of: (i) the Mortgage Loans and the related Mortgage Files;

(ii) all payments on and collections in respect of the Mortgage Loans due after

the Cut-off Date (other than Monthly Payments due in the month of the Cut-off

Date) as shall be on deposit in the Custodial Account or in the Certificate

Account and identified as belonging to the Trust Fund; (iii) property which

secured a Mortgage Loan and which has been acquired for the benefit of the

Certificateholders by foreclosure or deed in lieu of foreclosure; (iv) the

hazard insurance policies and Primary Insurance Policies pertaining to the

Mortgage Loans, if any; and (v) all proceeds of clauses (i) through (iv) above.

REMIC I Regular Interest: Any of the separate non-certificated

beneficial ownership interests in REMIC I issued hereunder and designated as a

"regular interest" in REMIC I. Each REMIC I Regular Interest shall accrue

interest at the related Uncertificated REMIC I Pass-Through Rate in effect from

time to time, and shall be entitled to distributions of principal, subject to

the terms and conditions hereof, in an aggregate amount equal to its initial

Uncertificated Principal Balance as set forth in the Preliminary Statement

hereto. The designations for the respective REMIC I Regular Interests are set

forth in the Preliminary Statement hereto.

REMIC I Group I Interest Loss Allocation Amount: With respect to any

Distribution Date, an amount equal to (a) the product of (i) the aggregate

Uncertificated Principal Balance of the REMIC I Group I Regular Interests then

outstanding and (ii) the Uncertificated Pass-Through Rate for REMIC I Regular

Interest I-AA minus the Marker Rate, divided by (b) 12.

REMIC I Group I Overcollateralized Amount: With respect to any date of

determination, (i) 1% of the aggregate Uncertificated Principal Balances of the

REMIC I Group I Regular Interests minus (ii) the aggregate Uncertificated

Principal Balances of the REMIC I Group I Regular Interests (other than REMIC I

Regular Interests I-A and I-ZZ), in each case as of such date of determination.

REMIC I Group I Principal Loss Allocation Amount: With respect to any

Distribution Date, an amount equal to the product of (i) the aggregate Stated

Principal Balance of the Group I Mortgage Loans then outstanding and (ii) 1

minus a fraction, the numerator of which is two times the sum of the

Uncertificated Principal Balances of REMIC I Regular Interests A-I-1, A-I-2,

A-I-3, and A-I-4 and the denominator of which is the sum of the Uncertificated

Principal Balances of REMIC I Regular Interests A-I-1, A-I-2, A-I-3, A-I-4 and

I-ZZ.

REMIC I Group I Regular Interest: REMIC I Regular Interest I-AA,

I-A-I-1, I-A-I-2, I-A-1-3, I-A-I-4 and I-ZZ.

REMIC I Group II Interest Loss Allocation Amount: With respect to any

Distribution Date, an amount equal to (a) the product of (i) the aggregate

Uncertificated Principal Balance of the REMIC I Group II Regular Interests then

outstanding and (ii) the Uncertificated Pass-Through Rate for REMIC I Regular

Interest II-AA minus the Marker Rate, divided by (b) 12.

REMIC I Group II Overcollateralized Amount: With respect to any date of

determination, (i) 1% of the aggregate Uncertificated Principal Balances of the

REMIC I Group II Regular Interests minus (ii) the aggregate Uncertificated

Principal Balances of the REMIC I Group II Regular Interests (other than REMIC I

Regular Interests II-A and II-ZZ), in each case as of such date of

determination.

REMIC I Group II Principal Loss Allocation Amount: With respect to any

Distribution Date, an amount equal to the product of (i) the aggregate Stated

Principal Balance of the Group II Mortgage Loans then outstanding and (ii) 1

minus a fraction, the numerator of which is two times the sum of the

Uncertificated Principal Balances of REMIC I Regular Interests A-II, and the

denominator of which is the sum of the Uncertificated Principal Balances of

REMIC I Regular Interests A-II and II-ZZ.

REMIC I Group II Regular Interest: REMIC I Regular Interest II-AA,

II-A-II and II-ZZ.

REMIC I Regular Interest I-A-I-1: A regular interest in REMIC I that is