POOLING AND SERVICING AGREEMENT Dated as of June 1, 2005

Pooling and Servicing Agreement

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Soundview Home Loan Trust | DEUTSCHE BANK NATIONAL TRUST COMPANY | COUNTRYWIDE HOME LOANS SERVICING LP

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Title: POOLING AND SERVICING AGREEMENT Dated as of June 1, 2005
Governing Law: New York Date: 7/8/2005

POOLING AND SERVICING AGREEMENT

Dated as of June 1, 2005, Parties: soundview home loan trust , deutsche bank national trust company , countrywide home loans servicing lp

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FINANCIAL ASSET SECURITIES CORP.,

Depositor

COUNTRYWIDE HOME LOANS SERVICING LP

GMAC MORTGAGE CORPORATION,

Servicers

and

DEUTSCHE BANK NATIONAL TRUST COMPANY,

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of June 1, 2005

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

Soundview Home Loan Trust 2005-A

Asset-Backed Certificates, Series 2005-A

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<PAGE>

<TABLE>

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

<S> <C>

SECTION 1.01 Defined Terms.......................................................................

SECTION 1.02 Accounting..........................................................................

SECTION 1.03 Allocation of Certain Interest Shortfalls...........................................

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.01 Conveyance of Mortgage Loans........................................................

SECTION 2.02 Acceptance by Trustee...............................................................

SECTION 2.03 Repurchase or Substitution of Mortgage Loans by an Originator or the Seller.........

SECTION 2.04 [Reserved]..........................................................................

SECTION 2.05 Representations, Warranties and Covenants of the Servicers..........................

SECTION 2.06 Representations and Warranties of the Depositor.....................................

SECTION 2.07 Issuance of Certificates............................................................

SECTION 2.08 [Reserved]..........................................................................

SECTION 2.09 Acceptance of REMIC 1, REMIC 2, REMIC 3 and REMIC 4 by the Trustee; Conveyance of

REMIC 1 Regular Interests, Class C Interest and Class P Interest; Issuance of

Certificates........................................................................

ARTICLE III

ADMINISTRATION AND SERVICING OF THE GMACM MORTGAGE LOANS

SECTION 3.01 GMACM to Act as Servicer............................................................

SECTION 3.02 Sub-Servicing Agreements Between Servicer and Sub-Servicers.........................

SECTION 3.03 Successor Sub-Servicers.............................................................

SECTION 3.04 Liability of GMACM..................................................................

SECTION 3.05 No Contractual Relationship Between Sub-Servicers and the Trustee or

Certificateholders..................................................................

SECTION 3.06 Assumption or Termination of Sub-Servicing Agreements by Trustee....................

SECTION 3.07 Collection of Certain Mortgage Loan Payments........................................

SECTION 3.08 Sub-Servicing Accounts..............................................................

SECTION 3.09 Collection of Taxes, Assessments and Similar Items; Escrow Accounts.................

SECTION 3.10 Collection Account and Distribution Account.........................................

SECTION 3.11 Withdrawals from the Collection Account and Distribution Account....................

SECTION 3.12 Investment of Funds in the Collection Account and the Distribution Account..........

SECTION 3.13 [Reserved]..........................................................................

SECTION 3.14 Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage......

SECTION 3.15 Enforcement of Due-On-Sale Clauses; Assumption Agreements...........................

SECTION 3.16 Realization Upon Defaulted Mortgage Loans...........................................

SECTION 3.17 Trustee to Cooperate; Release of Mortgage Files.....................................

SECTION 3.18 Servicing Compensation..............................................................

SECTION 3.19 Reports to the Trustee; Collection Account Statements...............................

SECTION 3.20 Statement as to Compliance..........................................................

SECTION 3.21 Independent Public Accountants' Servicing Report....................................

SECTION 3.22 Access to Certain Documentation; Filing of Reports by Trustee.......................

SECTION 3.23 Title, Management and Disposition of REO Property...................................

SECTION 3.24 Obligations of GMACM in Respect of Prepayment Interest Shortfalls...................

SECTION 3.25 [Reserved]..........................................................................

SECTION 3.26 Obligations of GMACM in Respect of Mortgage Rates and Monthly Payments..............

ARTICLE IV

FLOW OF FUNDS

SECTION 4.01 Distributions.......................................................................

SECTION 4.02 [Reserved]..........................................................................

SECTION 4.03 Statements..........................................................................

SECTION 4.04 Remittance Reports; Advances........................................................

SECTION 4.05 [Reserved]..........................................................................

SECTION 4.06 [Reserved]..........................................................................

SECTION 4.07 Net WAC Rate Carryover Reserve Account..............................................

SECTION 4.08 Distributions on the REMIC Regular Interests........................................

SECTION 4.09 Allocation of Realized Losses.......................................................

ARTICLE V

THE CERTIFICATES

SECTION 5.01 The Certificates....................................................................

SECTION 5.02 Registration of Transfer and Exchange of Certificates...............................

SECTION 5.03 Mutilated, Destroyed, Lost or Stolen Certificates...................................

SECTION 5.04 Persons Deemed Owners...............................................................

SECTION 5.05 Appointment of Paying Agent.........................................................

ARTICLE VI

THE SERVICERS AND THE DEPOSITOR

SECTION 6.01 Liability of the Servicers and the Depositor........................................

SECTION 6.02 Merger or Consolidation of, or Assumption of the Obligations of, the Servicers

or the Depositor....................................................................

SECTION 6.03 Limitation on Liability of the Servicers and Others.................................

SECTION 6.04 Servicer Not to Resign..............................................................

SECTION 6.05 Delegation of Duties................................................................

SECTION 6.06 Reserved............................................................................

SECTION 6.07 Inspection..........................................................................

ARTICLE VII

DEFAULT

SECTION 7.01 Servicer Events of Termination......................................................

SECTION 7.02 Trustee to Act; Appointment of Successor............................................

SECTION 7.03 Waiver of Defaults..................................................................

SECTION 7.04 Notification to Certificateholders..................................................

SECTION 7.05 Survivability of Servicer Liabilities...............................................

ARTICLE VIII

THE TRUSTEE

SECTION 8.01 Duties of Trustee...................................................................

SECTION 8.02 Certain Matters Affecting the Trustee...............................................

SECTION 8.03 Trustee Not Liable for Certificates or Mortgage Loans...............................

SECTION 8.04 Trustee May Own Certificates........................................................

SECTION 8.05 Trustee Fee and Expenses............................................................

SECTION 8.06 Eligibility Requirements for Trustee................................................

SECTION 8.07 Resignation or Removal of Trustee...................................................

SECTION 8.08 Successor Trustee...................................................................

SECTION 8.09 Merger or Consolidation of Trustee..................................................

SECTION 8.10 Appointment of Co-Trustee or Separate Trustee.......................................

SECTION 8.11 Limitation of Liability.............................................................

SECTION 8.12 Trustee May Enforce Claims Without Possession of Certificates.......................

SECTION 8.13 Suits for Enforcement...............................................................

SECTION 8.14 Waiver of Bond Requirement..........................................................

SECTION 8.15 Waiver of Inventory, Accounting and Appraisal Requirement...........................

ARTICLE IX

REMIC ADMINISTRATION

SECTION 9.01 REMIC Administration................................................................

SECTION 9.02 Prohibited Transactions and Activities..............................................

SECTION 9.03 Indemnification with Respect to Certain Taxes and Loss of REMIC Status..............

ARTICLE X

TERMINATION

SECTION 10.01 Termination.........................................................................

SECTION 10.02 Additional Termination Requirements.................................................

ARTICLE XI

MISCELLANEOUS PROVISIONS

SECTION 11.01 Amendment...........................................................................

SECTION 11.02 Recordation of Agreement; Counterparts..............................................

SECTION 11.03 Limitation on Rights of Certificateholders..........................................

SECTION 11.04 Governing Law; Jurisdiction.........................................................

SECTION 11.05 Notices.............................................................................

SECTION 11.06 Severability of Provisions..........................................................

SECTION 11.07 Article and Section References......................................................

SECTION 11.08 Notice to the Rating Agencies.......................................................

SECTION 11.09 Further Assurances..................................................................

SECTION 11.10 Benefits of Agreement...............................................................

SECTION 11.11 Acts of Certificateholders..........................................................

Exhibits:

Exhibit A-1 Form of Class A Certificates

Exhibit A-2 Form of Class M-1 Certificates

Exhibit A-3 Form of Class M-2 Certificates

Exhibit A-4 Form of Class M-3 Certificates

Exhibit A-5 Form of Class M-4 Certificates

Exhibit A-6 Form of Class M-5 Certificates

Exhibit A-7 Form of Class M-6 Certificates

Exhibit A-8 Form of Class M-7 Certificates

Exhibit A-9 Form of Class M-8 Certificates

Exhibit A-10 Form of Class M-9 Certificates

Exhibit A-11 Form of Class M-10 Certificates

Exhibit A-12 Form of Class M-11 Certificates

Exhibit A-13 Form of Class B-1 Certificates

Exhibit A-14 Form of Class B-2 Certificates

Exhibit A-15 Form of Class B-3 Certificates

Exhibit A-16 Form of Class B-4 Certificates

Exhibit A-17 Form of Class C Certificates

Exhibit A-18 Form of Class P Certificates

Exhibit A-19 Form of Class R Certificates

Exhibit A-20 Form of Class R-X Certificates

Exhibit A-21 Form of Class X Certificates

Exhibit B Countrywide Servicing Provisions

Exhibit C Forms of Assignment Agreements

Exhibit D Mortgage Loan Schedule

Exhibit E Request for Release

Exhibit F-1 Form of Trustee's Initial Certification

Exhibit F-2 Form of Trustee's Final Certification

Exhibit F-3 Form of Receipt of Mortgage Note

Exhibit G [Reserved]

Exhibit H Form of Lost Note Affidavit

Exhibit I Charged Off Loan Data Report

Exhibit J Form of Investment Letter

Exhibit K Form of Transfer Affidavit for Residual Certificates

Exhibit L Form of Transferor Certificate

Exhibit M Form of ERISA Representation Letter

Exhibit N-1 Form of Certification to be Provided by the Depositor with Form 10-K

Exhibit N-2 Form of Certification to be Provided to the Depositor by the Trustee

Exhibit N-3 Form of Certification to be Provided to the Depositor by the Servicers

Exhibit O Form of Cap Contract

Exhibit P Form of Annual Statement as to Compliance

Schedule I Prepayment Charge Schedule

</TABLE>

<PAGE>

This Pooling and Servicing Agreement is dated as of June 1,

2005 (the "Agreement"), among FINANCIAL ASSET SECURITIES CORP., as depositor

(the "Depositor"), COUNTRYWIDE HOME LOANS SERVICING LP and GMAC MORTGAGE

CORPORATION, as Servicers (together, the "Servicers") and DEUTSCHE BANK NATIONAL

TRUST COMPANY, as trustee (the "Trustee").

PRELIMINARY STATEMENT:

The Depositor intends to sell pass-through certificates

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

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

the Trust Fund created hereunder. The Certificates will consist of twenty-two

classes of certificates, designated as (i) the Class A Certificates, (ii) the

Class M-1 Certificates, (iii) the Class M-2 Certificates, (iv) the Class M-3

Certificates, (v) the Class M-4 Certificates, (vi) the Class M-5 Certificates,

(vii) the Class M-6 Certificates, (viii) the Class M-7 Certificates, (ix) the

Class M-8 Certificates, (x) the Class M-9 Certificates, (xi) the Class M-10

Certificates, (xii) the Class M-11 Certificates, (xiii) the Class B-1

Certificates, (xiv) the Class B-2 Certificates, (xv) the Class B-3 Certificates,

(xvi) the Class B-4 Certificates, (xvii) the Class C Certificates, (xviii) the

Class P Certificates, (xix) the Class R Certificates, (xx) the Class R-X

Certificates and (xxi) the Class X Certificates.

<PAGE>

REMIC 1

As provided herein, the Trustee shall elect to treat the

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

related assets subject to this Agreement (exclusive of the Net WAC Rate

Carryover Reserve Account, any Servicer Prepayment Charge Payment Amounts and

the Cap Contract) as a REMIC for federal income tax purposes, and such

segregated pool of assets shall be designated as "REMIC 1." The Class R-1

Interest shall represent the sole class of "residual interests" in REMIC 1 for

purposes of the REMIC Provisions (as defined herein). The following table

irrevocably sets forth the designation, the Uncertificated REMIC 1 Pass-Through

Rate, the initial Uncertificated Principal Balance and, for purposes of

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

maturity date" for each of the REMIC 1 Regular Interests (as defined herein).

None of the REMIC 1 Regular Interests shall be certificated.

REMIC 1 Initial Uncertificated Latest Possible

Designation Remittance Rate Balance Maturity Date(1)

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

LTAA Variable(2) $637,000,000.00 February 25, 2035

LTA Variable(2) $ 4,186,000.00 February 25, 2035

LTM1 Variable(2) $ 305,500.00 February 25, 2035

LTM2 Variable(2) $ 282,750.00 February 25, 2035

LTM3 Variable(2) $ 182,000.00 February 25, 2035

LTM4 Variable(2) $ 172,250.00 February 25, 2035

LTM5 Variable(2) $ 156,000.00 February 25, 2035

LTM6 Variable(2) $ 156,000.00 February 25, 2035

LTM7 Variable(2) $ 139,750.00 February 25, 2035

LTM8 Variable(2) $ 123,500.00 February 25, 2035

LTM9 Variable(2) $ 120,250.00 February 25, 2035

LTM10 Variable(2) $ 110,500.00 February 25, 2035

LTM11 Variable(2) $ 107,250.00 February 25, 2035

LTB1 Variable(2) $ 136,500.00 February 25, 2035

LTB2 Variable(2) $ 113,750.00 February 25, 2035

LTB3 Variable(2) $ 110,500.00 February 25, 2035

LTB4 Variable(2) $ 97,500.00 February 25, 2035

LTZZ Variable(2) $ 6,500,000.00 February 25, 2035

LTP Variable(2) $ 100.00 February 25, 2035

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(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,

the Distribution Date in the month immediately following the maturity date

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

designated as the "latest possible maturity date" for each REMIC 1 Regular

Interest.

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

Pass-Through Rate" herein.

<PAGE>

REMIC 2

As provided herein, the Trustee shall elect to treat the

segregated pool of assets consisting of the REMIC 1 Regular Interests as a REMIC

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

designated as "REMIC 2." The Class R-2 Interest shall evidence the sole class of

"residual interests" in REMIC 2 for purposes of the REMIC Provisions.

The following table irrevocably sets forth the designation,

the Pass-Through Rate, the Original Class Certificate Principal Balance and, for

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

"latest possible maturity date" for each Class of Certificates that represents

one or more of the "regular interests" in REMIC 2 created hereunder:

<TABLE>

Original Class Certificate Assumed Final

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

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

Class A............... $ 418,600,000.00 Variable(2) February 25, 2035

Class M-1............. $ 30,550,000.00 Variable(2) February 25, 2035

Class M-2............. $ 28,275,000.00 Variable(2) February 25, 2035

Class M-3............. $ 18,200,000.00 Variable(2) February 25, 2035

Class M-4............. $ 17,225,000.00 Variable(2) February 25, 2035

Class M-5............. $ 15,600,000.00 Variable(2) February 25, 2035

Class M-6............. $ 15,600,000.00 Variable(2) February 25, 2035

Class M-7............. $ 13,975,000.00 Variable(2) February 25, 2035

Class M-8............. $ 12,350,000.00 Variable(2) February 25, 2035

Class M-9............. $ 12,025,000.00 Variable(2) February 25, 2035

Class M-10............ $ 11,050,000.00 Variable(2) February 25, 2035

Class M-11............ $ 10,725,000.00 Variable(2) February 25, 2035

Class B-1............. $ 13,650,000.00 Variable(2) February 25, 2035

Class B-2............. $ 11,375,000.00 Variable(2) February 25, 2035

Class B-3............. $ 11,050,000.00 Variable(2) February 25, 2035

Class B-4............. $ 9,750,000.00 Variable(2) February 25, 2035

Class C Interest...... $ 0.00(3) Variable(2) February 25, 2035

Class P Interest...... $ 100.00(4) N/A(5) February 25, 2035

</TABLE>

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(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,

the Distribution Date in the month immediately following the maturity date

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

the "latest possible maturity date" for each Class of Certificates that

represents one or more of the "regular interests" in REMIC 3.

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

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

on the Notional Amount of the Class C Interest outstanding from time to

time which shall equal the aggregate of the Uncertificated Principal

Balances of the REMIC 1 Regular Interests (other than REMIC 1 Regular

Interest LTP). The Class C Interest will not accrue interest on its

Certificate Principal Balance.

(4) The Class P Interest will not accrue interest.

<PAGE>

REMIC 3

As provided herein, the Trustee shall make an election to

treat the segregated pool of assets consisting of the Class C Interest as a

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

be designated as "REMIC 3." The Class R-3 Interest represents the sole class of

"residual interests" in REMIC 3 for purposes of the REMIC Provisions.

The following table sets forth (or describes) the Class

designation, Pass-Through Rate and Original Class Certificate Principal Balance

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

REMIC 3 created hereunder:

<TABLE>

Original Class Certificate Assumed Final Maturity

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

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

Class C Certificates $ 0.00 Variable(2) February 25, 2035

</TABLE>

-----------

(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,

the Distribution Date immediately following the maturity date for the

Mortgage Loans with the latest maturity date has been designated as the

"latest possible maturity date" for the Class C Certificates.

(2) The Class C Certificates will receive 100% of amounts received in respect

of the Class C Interest.

<PAGE>

REMIC 4

As provided herein, the Trustee shall make an election to

treat the segregated pool of assets consisting of the Class P Interest as a

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

be designated as "REMIC 4." The Class R-4 Interest represents the sole class of

"residual interests" in REMIC 4 for purposes of the REMIC Provisions.

The following table sets forth (or describes) the Class

designation, Pass-Through Rate and Original Class Certificate Principal Balance

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

REMIC 4 created hereunder:

<TABLE>

Original Class Certificate Assumed Final Maturity

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

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

Class P $100.00 Variable(2) February 25, 2035

</TABLE>

-----------

(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,

the Distribution Date immediately following the maturity date for the

Mortgage Loans with the latest maturity date has been designated as the

"latest possible maturity date" for the Class P Certificates.

(2) The Class P Certificates will receive 100% of amounts received in respect

of the Class P Interest.

<PAGE>

GRANTOR TRUST FUND

As provided herein, the Trustee will elect to treat the

segregated pool of assets consisting of (i) the Released Loans and (ii) any

Monthly Payments or other recoveries on the Released Loans, as a Grantor Trust

for federal income tax purposes under subpart E, part I of subchapter J of the

Code and not as an association taxable as a corporation or as a partnership, and

such segregated pool of assets will be designated as the Grantor Trust Fund. The

following table sets forth (or describes) the Class designation, Pass-Through

Rate and Original Class Certificate Principal Balance for the Class of

Certificates that represents the interests in the Grantor Trust Fund.

Original Class Certificate

Class Designation Principal Balance Pass-Through Rate

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

Class X N/A N/A

<PAGE>

ARTICLE I

DEFINITIONS

SECTION 1.01 Defined Terms.

Whenever used in this Agreement or in the Preliminary

Statement, the following words and phrases, unless the context otherwise

requires, shall have the meanings specified in this Article. Unless otherwise

specified, all calculations in respect of interest on the Floating Rate

Certificates shall be made on the basis of the actual number of days elapsed and

a 360-day year and and all calculations in respect of interest on the Class C

Certificates all other calculations of interest described herein shall be made

on the basis of a 360-day year consisting of twelve 30-day months. The Class P

Certificates and the Residual Certificates are not entitled to distributions in

respect of interest and, accordingly, will not accrue interest.

"1933 Act": The Securities Act of 1933, as amended.

"Account": Either of the Collection Account or Distribution

Account.

"Accrual Period": With respect to the Floating Rate

Certificates and each Distribution Date, the period commencing on the preceding

Distribution Date (or in the case of the first such Accrual Period, commencing

on the Closing Date) and ending on the day preceding such Distribution Date.

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

calendar month prior to the month of such Distribution Date.

"Adjusted Net Mortgage Rate": With respect to any Mortgage

Loan (or the related REO Property), as of any date of determination, a per annum

rate of interest equal to the applicable Mortgage Rate for such Mortgage Loan as

of the first day of the month preceding the month in which the related

Distribution Date occurs minus the Servicing Fee Rate.

"Advance": As to any Mortgage Loan or REO Property, any

advance made by the related Servicer in respect of any Distribution Date

pursuant to Section 4.04.

"Advance Facility": As defined in Section 3.29 hereof.

"Advance Facility Trustee": As defined in Section 3.29 hereof.

"Advancing Person": As defined in Section 3.29 hereof.

"Advance Reimbursement Amounts": As defined in Section 3.29

hereof.

"Adverse REMIC Event": As defined in Section 9.01(f) hereof.

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

controlling, controlled by or under common control with such Person. For

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

and policies of a Person, directly or indirectly, whether through ownership of

voting securities, by contract or otherwise and "controlling" and "controlled"

shall have meanings correlative to the foregoing.

"Agreement": This Pooling and Servicing Agreement and all

amendments hereof and supplements hereto.

"Allocated Realized Loss Amount": With respect to any

Distribution Date and any Class of Mezzanine Certificates or the Class B

Certificates, the sum of (i) any Realized Losses allocated to such Class of

Certificates on such Distribution Date and (ii) the amount of any Allocated

Realized Loss Amount for such Class of Certificates remaining undistributed from

the previous Distribution Date as reduced by an amount equal to the increase in

the related Certificate Principal Balance due to the receipt of Subequent

Recoveries.

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

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

the jurisdiction wherein the related Mortgaged Property is located to reflect or

record the sale of the Mortgage.

"Assignment Agreements": Each Assignment and Recognition

Agreement, dated June 7, 2005, among the Seller, the related Originator and the

Depositor, pursuant to which certain of the Seller's rights under the related

Master Agreement were assigned to the Depositor, substantially in the forms

attached hereto as Exhibit C.

"Assumed Final Maturity Date": As to each Class of

Certificates, the date set forth as such in the Preliminary Statement.

"Available Funds": With respect to any Distribution Date, an

amount equal to the excess of (i) the sum of (a) the aggregate of the related

Monthly Payments received on the Mortgage Loans on or prior to the related

Determination Date, (b) Net Liquidation Proceeds, Insurance Proceeds, Principal

Prepayments, Subsequent Recoveries, proceeds from repurchases of and

substitutions for such Mortgage Loans and other unscheduled recoveries of

principal and interest in respect of the Mortgage Loans received during the

related Prepayment Period, (c) the aggregate of any amounts received in respect

of a related REO Property withdrawn from any REO Account and deposited in the

Collection Account for such Distribution Date, (d) the aggregate of any amounts

deposited in the Collection Accounts by the Servicers in respect of related

Prepayment Interest Shortfalls for such Distribution Date, (e) the aggregate of

any Advances made by the Servicers for such Distribution Date in respect of the

Mortgage Loans, (f) the aggregate of any related advances made by the Trustee in

respect of the Mortgage Loans for such Distribution Date pursuant to Section

7.02 and (g) the amount of any Prepayment Charges collected by the Servicers in

connection with the full or partial prepayment of any of the Mortgage Loans and

any Servicer Prepayment Charge Payment Amount over (ii) the sum of (a) amounts

reimbursable or payable to the Servicers pursuant to Section 3.11(a) (with

respect to GMACM) or Section 2.05 of Exhibit B (with respect to Countrywide

Servicing) or the Trustee pursuant to Section 3.11(b), (b) amounts deposited in

the Collection Accounts or the Distribution Account pursuant to clauses (a)

through (g) above, as the case may be, in error, (c) the amount of any

Prepayment Charges collected by the Servicers in connection with the full or

partial prepayment of any of the Mortgage Loans and any Servicer Prepayment

Charge Payment Amount, (d) the Trustee Compensation payable from the

Distribution Account pursuant to Section 8.05 and (e) any indemnification

payments or expense reimbursements made by the Trust Fund pursuant to Section

6.03 or Section 8.05.

"Balloon Mortgage Loan": A Mortgage Loan that provides for the

payment of the unamortized Stated Principal Balance of such Mortgage Loan in a

single payment at the maturity of such Mortgage Loan that is substantially

greater than the preceding monthly payment.

"Balloon Payment": A payment of the unamortized Stated

Principal Balance of a Mortgage Loan in a single payment at the maturity of such

Mortgage Loan that is substantially greater than the preceding Monthly Payment.

"Bankruptcy Code": The Bankruptcy Reform Act of 1978 (Title 11

of the United States Code), as amended.

"Basic Principal Distribution Amount": With respect to any

Distribution Date, the excess of (i) the Principal Remittance Amount for such

Distribution Date over (ii) the Overcollateralization Release Amount, if any,

for such Distribution Date.

"Book-Entry Certificates": Any of the Certificates that shall

be registered in the name of the Depository or its nominee, the ownership of

which is reflected on the books of the Depository or on the books of a Person

maintaining an account with the Depository (directly, as a "Depository

Participant", or indirectly, as an indirect participant in accordance with the

rules of the Depository and as described in Section 5.02 hereof). On the Closing

Date, the Floating Rate Certificates shall be Book-Entry Certificates.

"Business Day": Any day other than a Saturday, a Sunday or a

day on which banking or savings institutions in the State of Delaware, the State

of New York, the State of California, or in the city in which the Corporate

Trust Office of the Trustee is located are authorized or obligated by law or

executive order to be closed.

"Cap Amount": The Cap Amount for any Class of Floating Rate

Certificates is equal to (i) the aggregate amount received by the Trust from the

Cap Contract multiplied by (ii) a fraction equal to (a) the Certificate

Principal Balance of such Class immediately prior to the applicable Distribution

Date divided by (b) the aggregate Certificate Principal Balance of the Floating

Rate Certificates immediately prior to the applicable Distribution Date.

"Cap Contract": The Cap Contract between the Trustee and the

counterparty thereunder, a form of which is attached hereto as Exhibit O.

"Certificate": Any Regular Certificate or Residual

Certificate.

"Certificateholder" or "Holder": The Person in whose name a

Certificate is registered in the Certificate Register, except that a

Disqualified Organization or non-U.S. Person shall not be a Holder of a Residual

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

consent pursuant to this Agreement, any Certificate registered in the name of

the Depositor or either Servicer or any Affiliate thereof shall be deemed not to

be outstanding and the Voting Rights to which it is entitled shall not be taken

into account in determining whether the requisite percentage of Voting Rights

necessary to effect any such consent has been obtained, except as otherwise

provided in Section 11.01. The Trustee may conclusively rely upon a certificate

of the Depositor or either Servicer in determining whether a Certificate is held

by an Affiliate thereof. 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

"Certificate Margin": With respect to each Class of Floating

Rate Certificates and for purposes of the Marker Rate and the Maximum

Uncertificated Accrued Interest Deferral Amount, the specified REMIC 1 Regular

Interest, as follows:

Certificate Margin

REMIC 1 Regular --------------------------

Class Interest (1) (%) (2) (%)

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

A LTA 0.170 0.340

M-1 LTM1 0.500 0.750

M-2 LTM2 0.540 0.810

M-3 LTM3 0.580 0.870

M-4 LTM4 0.700 1.050

M-5 LTM5 0.800 1.200

M-6 LTM6 0.900 1.350

M-7 LTM7 1.400 2.100

M-8 LTM8 1.750 2.625

M-9 LTM9 2.250 3.375

M-10 LTM10 3.000 4.500

M-11 LTM11 3.000 4.500

B-1 LTB1 3.000 4.500

B-2 LTB2 3.000 4.500

B-3 LTB3 3.000 4.500

B-4 LTB4 3.000 4.500

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(1) For the Accrual Period for each Distribution Date on or prior to

the Optional Termination Date.

(2) For each other Accrual Period.

"Certificate Owner": With respect to each Book-Entry

Certificate, any beneficial owner thereof.

"Certificate Principal Balance": With respect to any Class of

Regular Certificates (other than the Class C Certificates) immediately prior to

any Distribution Date, will be equal to the Initial Certificate Principal

Balance thereof plus any Subsequent Recoveries added to the Certificate

Principal Balance of such Certificate pursuant to Section 4.01, reduced by the

sum of all amounts actually distributed in respect of principal of such Class

and, in the case of a Mezzanine Certificate or Class B Certificate, Realized

Losses allocated thereto on all prior Distribution Dates. With respect to the

Class C Certificates as of any date of determination, an amount equal to the

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

the REMIC 1 Regular Interests over (B) the then aggregate Certificate Principal

Balance of the Floating Rate Certificates and the Class P Certificates then

outstanding.

"Certificate Register" and "Certificate Registrar": The

"Certification": As defined in Section 3.22(b)(ii).

"Charged Off Loan": Any Mortgage Loan that is charged off by a

Servicer pursuant to Section 3.16 (with respect to GMACM) or Section 2.03 of

Exhibit B (with respect to Countrywide Servicing), no later than the date on

which such Mortgage Loan becomes 180 days delinquent.

"Class": Collectively, Certificates which have the same

priority of payment and bear the same class designation and the form of which is

identical except for variation in the Percentage Interest evidenced thereby.

"Class A Certificate": Any one of the Class A Certificates

executed by the Trustee, and authenticated and delivered by the Certificate

Registrar, substantially in the form annexed hereto as Exhibit A-1, representing

the right to distributions as set forth herein and therein and evidencing a

regular interest in REMIC 2.

"Class B-1 Certificate": Any one of the Class B-1 Certificates

executed by the Trustee, and authenticated and delivered by the Certificate

Registrar, substantially in the form annexed hereto as Exhibit A-13,

representing the right to distributions as set forth herein and therein and

evidencing a regular interest in REMIC 2.

"Class B-1 Principal Distribution Amount": The excess of (x)

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

Certificates (after taking into account the distribution of the Senior Principal

Distribution Amount on such Distribution Date), (ii) the Certificate Principal

Balance of the Class M-1 Certificates (after taking into account the

distribution of the Class M-1 Principal Distribution Amount on such Distribution

Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates

(after taking into account the distribution of the Class M-2 Principal

Distribution Amount on such Distribution Date), (iv) the Certificate Principal

Balance of the Class M-3 Certificates (after taking into account the

distribution of the Class M-3 Principal Distribution Amount on such Distribution

Date), (v) the Certificate Principal Balance of the Class M-4 Certificates

(after taking into account the distribution of the Class M-4 Principal

Distribution Amount on such Distribution Date), (vi) the Certificate Principal

Balance of the Class M-5 Certificates (after taking into account the

distribution of the Class M-5 Principal Distribution Amount on such Distribution

Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates

(after taking into account the distribution of the Class M-6 Principal

Distribution Amount on such Distribution Date), (viii) the Certificate Principal

Balance of the Class M-7 Certificates (after taking into account the

distribution of the Class M-7 Principal Distribution Amount on such Distribution

Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates

(after taking into account the distribution of the Class M-8 Principal

Distribution Amount on such Distribution Date), (x) the Certificate Principal

Balance of the Class M-9 Certificates (after taking into account the

distribution of the Class M-9 Principal Distribution Amount on such Distribution

Date), (xi) the Certificate Principal Balance of the Class M-10 Certificates

(after taking into account the distribution of the Class M-10 Principal

Distribution Amount on such Distribution Date), (xii) the Certificate Principal

Balance of the Class M-11 Certificates (after taking into account the

distribution of the Class M-11 Principal Distribution Amount on such

Distribution Date) and (xii) the Certificate Principal Balance of the Class B-1

Certificates immediately prior to such Distribution Date over (y) the lesser of

(A) the product of (i) 80.40% and (ii) the aggregate Stated Principal Balance of

the Mortgage Loans as of the last day of the related Due Period (after giving

effect to scheduled payments of principal due during the related Due Period, to

the extent received or advanced, and unscheduled collections of principal

received during the related Prepayment Period) and (B) the aggregate Stated

Principal Balance of the Mortgage Loans as of the last day of the related Due

Period (after giving effect to scheduled payments of principal due during the

related Due Period, to the extent received or advanced, and unscheduled

collections of principal received during the related Prepayment Period) minus

the Overcollateralization Floor.

"Class B-2 Certificate": Any one of the Class B-2 Certificates

executed by the Trustee, and authenticated and delivered by the Certificate

Registrar, substantially in the form annexed hereto as Exhibit A-14,

representing the right to distributions as set forth herein and therein and

evidencing a regular interest in REMIC 2.

"Class B-2 Principal Distribution Amount": The excess of (x)