                          RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,

                                          DEPOSITOR,

                               RESIDENTIAL FUNDING CORPORATION,

                                       MASTER SERVICER,

                                             AND

                               U.S. BANK NATIONAL ASSOCIATION,

                                           TRUSTEE




                               POOLING AND SERVICING AGREEMENT

                                 DATED AS OF FEBRUARY 1, 2006

                       MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES

                                       SERIES 2006-NC2








                                       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............................................52
        Section 2.03.     Representations, Warranties and Covenants of the Master
                          Servicer and the Depositor.......................................53
        Section 2.04.     Representations and Warranties of Residential Funding............56
        Section 2.05.     Execution and Authentication of Certificates; Conveyance of
                          REMIC Regular Interests..........................................58
        Section 2.06.     Purposes and Powers of the Trust.................................58
        Section 2.07.     Agreement Regarding Ability to Disclose..........................58
ARTICLE III
                  ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
        Section 3.01.     Master Servicer to Act as Servicer...............................59
        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.................................63
        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................................................64
        Section 3.08.     Subservicing Accounts; Servicing Accounts........................67
        Section 3.09.     Access to Certain Documentation and Information Regarding
                          the Mortgage Loans...............................................68
        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.........................................................71
        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..................77
        Section 3.16.     Servicing and Other Compensation; Eligible Master Servicing
                          Compensation.....................................................78
        Section 3.17.     Reports to the Trustee and the Depositor.........................79
        Section 3.18.     Annual Statement as to Compliance and Servicing Assessment.......80
        Section 3.19.     Annual Independent Public Accountants' Servicing Report..........80
        Section 3.20.     Right of the Depositor in Respect of the Master Servicer.........80
        Section 3.21.     Advance Facility.................................................81
ARTICLE IV
                  PAYMENTS TO CERTIFICATEHOLDERS
        Section 4.01.     Certificate Account..............................................85
        Section 4.02.     Distributions....................................................85
        Section 4.03.     Statements to Certificateholders; Statements to Rating
                          Agencies; Exchange Act Reporting.................................91
        Section 4.04.     Distribution of Reports to the Trustee and the Depositor;
                          Advances by the Master Servicer..................................96
        Section 4.05.     Allocation of Realized Losses....................................97
        Section 4.06.     Reports of Foreclosures and Abandonment of Mortgaged Property...100
        Section 4.07.     Optional Purchase of Defaulted Mortgage Loans...................100
        Section 4.08.     Limited Mortgage Loan Repurchase Right..........................100
        Section 4.09.     The Yield Maintenance Agreement.................................101
        Section 4.10.     [Reserved]......................................................102
        Section 4.11.     Derivative Contracts............................................102
        Section 4.12.     Tax Treatment of Yield Maintenance Payments.....................103
ARTICLE V
                  THE CERTIFICATES
        Section 5.01.     The Certificates................................................103
        Section 5.02.     Registration of Transfer and Exchange of Certificates...........105
        Section 5.03.     Mutilated, Destroyed, Lost or Stolen Certificates...............110
        Section 5.04.     Persons Deemed Owners...........................................111
        Section 5.05.     Appointment of Paying Agent.....................................111
ARTICLE VI
                  THE DEPOSITOR AND THE MASTER SERVICER
        Section 6.01.     Respective Liabilities of the Depositor and the Master
                          Servicer........................................................111
        Section 6.02.     Merger or Consolidation of the Depositor or the Master
                          Servicer; Assignment of Rights and Delegation of Duties by
                          Master Servicer.................................................112
        Section 6.03.     Limitation on Liability of the Depositor, the Master
                          Servicer and Others.............................................113
        Section 6.04.     Depositor and Master Servicer Not to Resign.....................113
ARTICLE VII
                  DEFAULT
        Section 7.01.     Events of Default...............................................114
        Section 7.02.     Trustee or Depositor to Act; Appointment of Successor...........115
        Section 7.03.     Notification to Certificateholders..............................117
        Section 7.04.     Waiver of Events of Default.....................................117
ARTICLE VIII
                  CONCERNING THE TRUSTEE
        Section 8.01.     Duties of Trustee...............................................117
        Section 8.02.     Certain Matters Affecting the Trustee...........................119
        Section 8.03.     Trustee Not Liable for Certificates or Mortgage Loans...........121
        Section 8.04.     Trustee May Own Certificates....................................121
        Section 8.05.     Master Servicer to Pay Trustee's Fees and Expenses;
                          Indemnification.................................................121
        Section 8.06.     Eligibility Requirements for Trustee............................122
        Section 8.07.     Resignation and Removal of the Trustee..........................122
        Section 8.08.     Successor Trustee...............................................123
        Section 8.09.     Merger or Consolidation of Trustee..............................124
        Section 8.10.     Appointment of Co-Trustee or Separate Trustee...................124
        Section 8.11.     Appointment of Custodians.......................................125
        Section 8.12.     Appointment of Office or Agency.................................125
        Section 8.13.     DTC Letter of Representations...................................126
        Section 8.14.     Yield Maintenance Agreement.....................................126
ARTICLE IX
                  TERMINATION
        Section 9.01.     Termination Upon Purchase by Residential Funding or
                          Liquidation of All Mortgage Loans...............................126
        Section 9.02.     Additional Termination Requirements.............................130
ARTICLE X
                  REMIC PROVISIONS
        Section 10.01.    REMIC Administration............................................131
        Section 10.02.    Master Servicer, REMIC Administrator and Trustee
                          Indemnification.................................................134
ARTICLE XI
                  MISCELLANEOUS PROVISIONS
        Section 11.01.    Amendment.......................................................135
        Section 11.02.    Recordation of Agreement; Counterparts..........................138
        Section 11.03.    Limitation on Rights of Certificateholders......................138
        Section 11.04.    Governing Law...................................................139
        Section 11.05.    Notices.........................................................139
        Section 11.06.    Notices to Rating Agencies......................................139
        Section 11.07.    Severability of Provisions......................................140
        Section 11.08.    Supplemental Provisions for Resecuritization....................141
        Section 11.09.    [Reserved]......................................................141
        Section 11.10.    Third Party Beneficiaries.......................................141
ARTICLE XII
                  COMPLIANCE WITH REGULATION AB
        Section 12.01.    Intent of the Parties; Reasonableness...........................141
        Section 12.02.    Additional Representations and Warranties of the Trustee........142
        Section 12.03.    Information to Be Provided by the Trustee.......................142
        Section 12.04.    Report on Assessment of Compliance and Attestation..............143
        Section 12.05.    Indemnification; Remedies.......................................143







                                           Exhibits

               Exhibit A     Form of Class A Certificate

               Exhibit B     Form of Class M Certificate

               Exhibit C     Form of Class B-1 Certificate

               Exhibit D     Form of Class SB Certificate

               Exhibit E     Form of Class R Certificate

               Exhibit F     Form of Custodial Agreement

               Exhibit G     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     [Reserved]

               Exhibit Q     [Reserved]

               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

               Exhibit V     Servicing Criteria







        This  Pooling  and  Servicing  Agreement,  effective  as of  February  1, 2006,  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
U.S. BANK NATIONAL  ASSOCIATION,  a banking association organized under the laws of the United
States, as trustee (together with its permitted successors and assigns, the "Trustee").

                                    PRELIMINARY STATEMENT:

        The  Depositor  intends  to  sell  mortgage  asset-backed   pass-through  certificates
(collectively,  the "Certificates"),  to be issued hereunder in sixteen 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.

                     UNCERTIFICATED
                         REMIC I
                  ---------------------  INITIAL UNCERTIFICATED REMIC I      LATEST POSSIBLE
  DESIGNATION       PASS-THROUGH RATE           PRINCIPAL BALANCE             MATURITY DATE
       AA              Variable(1)               $744,801,293.43            February 25, 2036
      A-1              Variable(1)                 $2,890,880.00            February 25, 2036
      A-2              Variable(1)                 $2,792,610.00            February 25, 2036
      A-3              Variable(1)                   $438,310.00            February 25, 2036
      M-1              Variable(1)                   $262,200.00            February 25, 2036
      M-2              Variable(1)                   $231,800.00            February 25, 2036
      M-3              Variable(1)                   $148,200.00            February 25, 2036
      M-4              Variable(1)                   $125,400.00            February 25, 2036
      M-5              Variable(1)                   $129,200.00            February 25, 2036
      M-6              Variable(1)                   $110,200.00            February 25, 2036
      M-7              Variable(1)                    $95,000.00            February 25, 2036
      M-8              Variable(1)                    $76,000.00            February 25, 2036
      M-9              Variable(1)                    $76,000.00            February 25, 2036
      B-1              Variable(1)                    $76,000.00            February 25, 2036
       ZZ              Variable(1)                 $7,748,226.40            February 25, 2036

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

                                           REMIC II

        As provided herein,  the REMIC  Administrator  will elect to treat the segregated pool
of assets  consisting  of the REMIC I Regular  Interests  as a REMIC for  federal  income  tax
purposes,  and such  segregated  pool of assets will be  designated  as "REMIC II".  The Class
R-II  Certificates  will  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.

-----------------------------------------------------------------------------------------
                                        AGGREGATE
                                         INITIAL
                                       CERTIFICATE
                        PASS-THROUGH    PRINCIPAL    FINAL SCHEDULED
 DESIGNATION    TYPE        RATE         BALANCE    DISTRIBUTION DATE  INITIAL RATINGS
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
                                                                      MOODY'S     S&P
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class A-1(1)   Senior   Adjustable(2)  $289,088,000 October 25, 2028    Aaa       AAA
                             (3)
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class A-2(1)   Senior   Adjustable(2)  $279,261,000 December 25, 2035   Aaa       AAA
                             (3)
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class A-3(1)   Senior   Adjustable(2)   $43,831,000 February 25, 2036   Aaa       AAA
                             (3)
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class M-1(1)  Mezzanine Adjustable(2)   $26,220,000 February 25, 2036   Aa1       AA+
                             (3)
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class M-2(1)  Mezzanine Adjustable(2)   $23,180,000 February 25, 2036   Aa2       AA
                             (3)
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class M-3(1)  Mezzanine Adjustable(2)   $14,820,000 February 25, 2036   Aa3       AA
                             (3)
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class M-4(1)  Mezzanine Adjustable(2)   $12,540,000 February 25, 2036    A1       AA-
                             (3)
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class M-5(1)  Mezzanine Adjustable(2)   $12,920,000 February 25, 2036    A2       A+
                             (3)
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class M-6(1)  Mezzanine Adjustable(2)   $11,020,000 February 25, 2036    A3        A
                             (3)
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class M-7(1)  Mezzanine Adjustable(2)    $9,500,000 February 25, 2036   Baa1      A-
                             (3)
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class M-8(1)  Mezzanine Adjustable(2)    $7,600,000 February 25, 2036   Baa2      BBB
                             (3)
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class M-9(1)  Mezzanine Adjustable(2)    $7,600,000 February 25, 2036   Baa3     BBB-
                             (3)
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class B-11)   SubordinatAdjustable(2)    $7,600,000 February 25, 2036   Ba1       BB+
                             (3)
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class SB      SubordinateVariable(4)  $14,821,319.83       N/A          N/R       N/R
Interest
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class R-I     Residual       N/A           N/A             N/A          N/R       N/R
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class R-II    Residual       N/A           N/A             N/A          N/R       N/R
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------

(1)     The Class A, Class M and Class B-1 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, Class M and Class B-1 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 Class A Basis Risk Shortfall Carry-Forward Amounts, Class M Basis Risk
Shortfall Carry-Forward Amounts and Class B-1 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, Class M and Class B-1 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 Class SB Certificates
will be comprised of two REMIC II regular interests, a principal only regular
interest designated SB-PO and an interest only regular interest designated SB-IO,
which will be entitled to distributions as set forth herein. The rights of the
Holder of the Class SB Certificates to payments from the Yield Maintenance
Agreement shall be outside and apart from its rights under the REMIC II Regular
Interests SB-IO and SB-PO.

        The  Mortgage  Loans  have an  aggregate  Cut-off  Date  Principal  Balance  equal  to
$760,001,319.83.  The Mortgage  Loans are fixed-rate and  adjustable-rate,  fully  amortizing,
first and junior 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, Class M and Class B-1  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  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 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).  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 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  (xvi)  and  (xvii) 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,  Class M and  Class B-1  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.

        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 and (v) any
amount  deposited in the Certificate  Account pursuant to Section 4.07 or 4.08 and any amounts
deposited in the  Custodial  Account  pursuant to Section  9.01,  reduced by (b) the sum as of
the close of business on the  immediately  preceding  Determination  Date of: (w) any payments
or  collections  consisting  of  prepayment  charges on the Mortgage  Loans that were received
during the related  Prepayment  Period,  (x) the Amount Held for Future  Distribution  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:  Any Class A Basis Risk Shortfall,  Class M Basis Risk Shortfall
or Class B-1 Basis Risk Shortfall.

        Basis  Risk  Shortfall   Carry-Forward  Amount:  Any  Class  A  Basis  Risk  Shortfall
Carry-Forward  Amount,  Class M Basis Risk Shortfall  Carry-Forward  Amount or Class B-1 Basis
Risk Shortfall Carry-Forward Amount.

        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 California,  New York,  Minnesota or Illinois (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 M Certificate,  Class B-1  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 "U.S.  Bank National  Association as trustee,  in trust
for  the  registered   holders  of  Residential  Asset  Mortgage  Products,   Inc.,   Mortgage
Asset-Backed Pass-Through  Certificates,  Series 2006-NC2" and which account shall be held for
the benefit of the Certificateholders and which must be an Eligible Account.

        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.

        Certificate  Owner:  With respect to a Book-Entry  Certificate,  the Person who is the
beneficial owner of such Certificate,  as reflected on the books of an indirect  participating
brokerage  firm for which a Depository  Participant  acts as agent,  if any, and  otherwise on
the books of a Depository Participant, if any, and otherwise on the books of the Depository.

        Certificate  Principal  Balance:  With  respect  to any Class A,  Class M or Class B-1
Certificate,  on any date of  determination,  an amount  equal to (i) the Initial  Certificate
Principal  Balance of such  Certificate as specified on the face thereof minus (ii) the sum of
(x) the aggregate of all amounts  previously  distributed with respect to such Certificate (or
any predecessor  Certificate) and applied to reduce the Certificate  Principal Balance thereof
pursuant  to  Section  4.02(c)  and  4.02(d)  and  (y)  the  aggregate  of all  reductions  in
Certificate  Principal  Balance  deemed to have  occurred in connection  with Realized  Losses
which  were  previously  allocated  to  such  Certificate  (or  any  predecessor  Certificate)
pursuant  to  Section  4.05,  provided,  that  with  respect  to any  Distribution  Date,  the
Certificate  Principal  Balance of each  class of Class A, Class M and Class B-1  Certificates
to  which  a  Realized  Loss  was  previously  allocated  and  remains  unreimbursed  will  be
increased,  sequentially,  as follows:  first,  the Class A Certificates  on a pro rata basis,
then the Class M-1,  Class M-2,  Class M-3,  Class M-4, Class M-5, Class M-6, Class M-7, Class
M-8, Class M-9 and Class B-1  Certificates,  in that order,  to the extent of Realized  Losses
previously  allocated  thereto  and  remaining  unreimbursed,   but  only  to  the  extent  of
Subsequent   Recoveries  received  during  the  previous  calendar  month  and  available  for
distribution  pursuant to Section  4.02(c)(xiii).  With respect to each Class SB  Certificate,
on any date of  determination,  an amount equal to the Percentage  Interest  evidenced by such
Certificate  times an amount  equal to the excess,  if any, of (A) the then  aggregate  Stated
Principal  Balance of the Mortgage  Loans over (B) the then  aggregate  Certificate  Principal
Balance  of the Class A,  Class M and Class B-1  Certificates  then  outstanding.  The Class R
Certificates will not have a Certificate Principal Balance.

        Certificate  Register  and  Certificate  Registrar:  The register  maintained  and the
registrar appointed pursuant to Section 5.02.

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

        Class A Basis Risk  Shortfall:  With respect to each Class of the Class A Certificates
and any Distribution  Date for which the Pass-Through  Rate for any such Class of Certificates
is equal to the Net WAC Cap Rate, the excess, if any, of (x) Accrued  Certificate  Interest on
that  Class of  Certificates  on such  Distribution  Date,  calculated  at a rate equal to the
lesser of (a) LIBOR plus the  related  Class A Margin,  as  calculated  for such  Distribution
Date, and (b) the Maximum  Mortgage Loan Rate, over (y) Accrued  Certificate  Interest on such
Class of Class A Certificates for such Distribution Date calculated at the Net WAC Cap Rate.

        Class A Basis  Risk  Shortfall  Carry-Forward  Amount:  With  respect to each Class of
Class A Certificates and any  Distribution  Date, the sum of (a) the aggregate amount of Class
A Basis Risk  Shortfall  for such Class on such  Distribution  Date plus (b) any Class A Basis
Risk  Shortfall  Carry-Forward  Amount  for such Class  remaining  unpaid  from the  preceding
Distribution  Date,  plus (c) one  month's  interest on the amount in clause (b) (based on the
number  of  days  in  the  preceding  Interest  Accrual  Period),  to  the  extent  previously
unreimbursed  by the Excess Cash Flow pursuant to Section  4.02(c)(xviii),  at a rate equal to
the related Pass-Through Rate.

        Class A Certificate:  Any one of the Class A-1, Class A-2 or Class A-3 Certificates.

        Class  A  Interest  Distribution  Amount:  With  respect  to  each  Class  of  Class A
Certificates and any Distribution Date, the aggregate amount of Accrued  Certificate  Interest
to be distributed to the holders of such Class of Class A Certificates  for such  Distribution
Date, plus any related Accrued  Certificate  Interest thereon  remaining unpaid from any prior
Distribution Date.

        Class A Margin:  With respect to the Class A-1  Certificates,  0.080% per annum.  With
respect to the Class A-2  Certificates,  initially  0.190% per annum,  and on any Distribution
Date on or after the second  Distribution Date after the possible  Optional  Termination Date,
0.380% per annum.  With  respect to the Class A-3  Certificates,  initially  0.290% per annum,
and on any  Distribution  Date on or after  the  second  Distribution  Date  after  the  first
possible Optional Termination Date, 0.580% per annum.

        Class A Principal  Distribution  Amount:  With  respect to any  Distribution  Date (i)
prior to the Stepdown  Date or on or after the Stepdown  Date if a Trigger  Event is in effect
for that Distribution  Date, the Principal  Distribution  Amount for that Distribution Date or
(ii) on or after the Stepdown Date if a Trigger  Event is not in effect for that  Distribution
Date, the lesser of:

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

                      (ii)   the excess, if any, of (A) the aggregate Certificate Principal
                      Balance of the Class A Certificates immediately prior to that
                      Distribution Date over (B) the lesser of (x) the product of (1) the
                      applicable Subordination Percentage and (2) the aggregate Stated
                      Principal Balance of the Mortgage Loans after giving effect to
                      distributions to be made on that Distribution Date and (y) the excess,
                      if any, of the aggregate Stated Principal Balance of the Mortgage Loans
                      after giving effect to distributions to be made on that Distribution
                      Date, over the Overcollateralization Floor.

        Class A-1 Certificate:  Any one of the Class A-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 M, Class B-1,  Class SB and Class R  Certificates  with respect
to  distributions  and the  allocation of Realized  Losses as set forth in Section  4.05,  and
evidencing  (i) an interest  designated  as a "regular  interest"  in REMIC II for purposes of
the  REMIC  Provisions  and (ii)  the  right  to  receive  the  Class A Basis  Risk  Shortfall
Carry-Forward Amount from the Excess Cash Flow to the extent described herein.

        Class A-2 Certificate:  Any one of the Class A-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 M, Class B-1,  Class SB and Class R  Certificates  with respect
to  distributions  and the  allocation of Realized  Losses as set forth in Section  4.05,  and
evidencing  (i) an interest  designated  as a "regular  interest"  in REMIC II for purposes of
the  REMIC  Provisions  and (ii)  the  right  to  receive  the  Class A Basis  Risk  Shortfall
Carry-Forward Amount from the Excess Cash Flow to the extent described herein.

        Class A-3 Certificate:  Any one of the Class A-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 M, Class B-1,  Class SB and Class R  Certificates  with respect
to  distributions  and the  allocation of Realized  Losses as set forth in Section  4.05,  and
evidencing  (i) an interest  designated  as a "regular  interest"  in REMIC II for purposes of
the  REMIC  Provisions  and (ii)  the  right  to  receive  the  Class A Basis  Risk  Shortfall
Carry-Forward Amount from the Excess Cash Flow to the extent described herein.

        Class B-1 Basis Risk  Shortfall:  With respect to the Class B-1  Certificates  and any
Distribution  Date for which  the  Pass-Through  Rate for any such  Class of  Certificates  is
equal to the Net WAC Cap Rate,  the excess,  if any, of (x)  Accrued  Certificate  Interest on
that Class of Certificates on such  Distribution  Date, using the lesser of (a) LIBOR plus the
related  Class B-1 Margin,  as  calculated  for such  Distribution  Date,  and (b) the Maximum
Mortgage Loan Rate, over (y) Accrued  Certificate  Interest on such Class of Certificates  for
such Distribution Date calculated at the Net WAC Cap Rate.

        Class B-1 Basis Risk  Shortfall  Carry-Forward  Amount:  With respect to the Class B-1
Certificates  and any  Distribution  Date,  the sum of (a) the  aggregate  amount of Class B-1
Basis Risk  Shortfall  for such Class on such  Distribution  Date plus (b) any Class B-1 Basis
Risk  Shortfall  Carry-Forward  Amount  for such Class  remaining  unpaid  from the  preceding
Distribution  Date,  plus (c) one  month's  interest on the amount in clause (b) (based on the
number  of  days  in  the  preceding  Interest  Accrual  Period),  to  the  extent  previously
unreimbursed  by the Excess Cash Flow pursuant to Section  4.02(c)(xviii),  at a rate equal to
the related Pass-Through Rate.

        Class B-1 Margin:  With respect to the Class B-1  Certificates,  initially  2.500% per
annum, and on any Distribution  Date on or after the second  Distribution Date after the first
possible Optional Termination Date, 3.750% per annum.

        Class B-1 Certificate:  Any one of the Class B-1 Certificates  executed by the Trustee
and  authenticated  by the Certificate  Registrar  substantially in the form annexed hereto as
Exhibit C, senior to the Class SB and Class R Certificates  with respect to distributions  and
the  allocation  of  Realized  Losses as set forth in  Section  4.05,  and  evidencing  (i) an
interest  designated as a "regular  interest" in REMIC II for purposes of the REMIC Provisions
and (ii) the right to receive  the Class B-1 Basis Risk  Shortfall  Carry-Forward  Amount from
the Excess Cash Flow to the extent described herein.

        Class B-1 Interest  Distribution  Amount:  With respect to the Class B-1  Certificates
and any  Distribution  Date,  the  aggregate  amount of  Accrued  Certificate  Interest  to be
distributed  to the  holders  of such  Class  for such  Distribution  Date,  plus any  related
Accrued Certificate Interest remaining unpaid from any prior Distribution Date.

        Class B-1 Principal  Distribution  Amount:  With respect to any Distribution  Date (i)
prior to the Stepdown  Date or on or after the Stepdown  Date if a Trigger  Event is in effect
for  that  Distribution   Date,  the  remaining   Principal   Distribution   Amount  for  that
Distribution  Date after  distribution  of the Class A, Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Principal  Distribution  Amounts
or  (ii)  on or  after  the  Stepdown  Date if a  Trigger  Event  is not in  effect  for  that
Distribution Date, the lesser of:

                      (i)    the remaining Principal Distribution Amount for that
                      Distribution Date after distribution of the Class A, Class M-1, Class
                      M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8
                      and Class M-9 Principal Distribution Amounts; and

                      (ii)   the excess, if any, of (A) the sum of (1) the aggregate
                      Certificate Principal Balance of the Class A, Class M-1, Class M-2,
                      Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and
                      Class M-9 Certificates (after taking into account the payment of the
                      Class A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
                      M-6, Class M-7, Class M-8 and Class M-9 Principal Distribution Amount
                      for that Distribution Date) and (2) the Certificate Principal Balance
                      of the Class B-1 Certificates immediately prior to that Distribution
                      Date over (B) the lesser of (x) the product of (1) the applicable
                      Subordination Percentage and (2) the aggregate Stated Principal Balance
                      of the Mortgage Loans after giving effect to distributions to be made
                      on that Distribution Date and (y) the excess, if any, of the aggregate
                      Stated Principal Balance of the Mortgage Loans after giving effect to
                      distributions to be made on that Distribution Date, over the
                      Overcollateralization Floor.

        Class M Basis Risk  Shortfall:  With respect to the Class M-1,  Class M-2,  Class M-3,
Class M-4,  Class M-5,  Class M-6,  Class M-7,  Class M-8 and Class M-9  Certificates  and any
Distribution  Date for which  the  Pass-Through  Rate for any such  Class of  Certificates  is
equal to the Net WAC Cap Rate,  the excess,  if any, of (x)  Accrued  Certificate  Interest on
that Class of Certificates on such  Distribution  Date, using the lesser of (a) LIBOR plus the
related  Class M  Margin,  as  calculated  for such  Distribution  Date,  and (b) the  Maximum
Mortgage  Loan  Rate,  over  (y)  Accrued  Certificate  Interest  on  such  Class  of  Class M
Certificates for such Distribution Date calculated at the Net WAC Cap Rate.

        Class M Basis Risk  Shortfall  Carry-Forward  Amount:  With  respect to the Class M-1,
Class M-2,  Class M-3,  Class M-4,  Class M-5,  Class M-6,  Class M-7, Class M-8 and Class M-9
Certificates and any  Distribution  Date, the sum of (a) the aggregate amount of Class M Basis
Risk Shortfall for each such Class on such  Distribution  Date plus (b) any Class M Basis Risk
Shortfall   Carry-Forward  Amount  for  such  Classes  remaining  unpaid  from  the  preceding
Distribution  Date,  plus (c) one  month's  interest on the amount in clause (b) (based on the
number  of  days  in  the  preceding  Interest  Accrual  Period),  to  the  extent  previously
unreimbursed  by the Excess Cash Flow pursuant to Section  4.02(c)(xviii),  at a rate equal to
the related Pass-Through Rate.

        Class M  Certificate:  Any one of the Class  M-1,  Class M-2,  Class  M-3,  Class M-4,
Class M-5, Class M-6, Class M-7, Class M-8 or Class M-9 Certificates.

        Class M Margin:  With  respect  to the Class M-1  Certificates,  initially  0.360% per
annum, and on any Distribution  Date on or after the second  Distribution Date after the first
possible  Optional  Termination  Date,  0.540%  per  annum.  With  respect  to the  Class  M-2
Certificates,  initially  0.380%  per  annum,  and on any  Distribution  Date on or after  the
second  Distribution  Date after the first  possible  Optional  Termination  Date,  0.570% per
annum.  With respect to the Class M-3  Certificates,  initially  0.400% per annum,  and on any
Distribution  Date on or after the second  Distribution Date after the first possible Optional
Termination  Date,  0.600% per annum.  With respect to the Class M-4  Certificates,  initially
0.500% per  annum,  and on any  Distribution  Date on or after the  second  Distribution  Date
after the first possible  Optional  Termination  Date,  0.750% per annum.  With respect to the
Class M-5  Certificates,  initially 0.520% per annum, and on any Distribution Date on or after
the second  Distribution Date after the first possible  Optional  Termination Date, 0.780% per
annum.  With respect to the Class M-6  Certificates,  initially  0.600% per annum,  and on any
Distribution  Date on or after the second  Distribution Date after the first possible Optional
Termination  Date,  0.900% per annum.  With respect to the Class M-7  Certificates,  initially
1.250% per  annum,  and on any  Distribution  Date on or after the  second  Distribution  Date
after the first possible  Optional  Termination  Date,  1.875% per annum.  With respect to the
Class M-8  Certificates,  initially 1.400% per annum, and on any Distribution Date on or after
the second  Distribution Date after the first possible  Optional  Termination Date, 2.100% per
annum.  With respect to the Class M-9  Certificates,  initially  2.450% per annum,  and on any
Distribution  Date on or after the second  Distribution Date after the first possible Optional
Termination Date, 3.675% per annum.

        Class M-1 Certificate:  Any one of the Class M-1 Certificates  executed by the Trustee
and  authenticated  by the Certificate  Registrar  substantially in the form annexed hereto as
Exhibit B, senior to the Class M-2,  Class M-3,  Class M-4,  Class M-5,  Class M-6, Class M-7,
Class  M-8,  Class  M-9,  Class  B-1,  Class  SB and  Class R  Certificates  with  respect  to
distributions  and the  allocation  of  Realized  Losses as set  forth in  Section  4.05,  and
evidencing  (i) an interest  designated  as a "regular  interest"  in REMIC II for purposes of
the  REMIC  Provisions  and (ii)  the  right  to  receive  the  Class M Basis  Risk  Shortfall
Carry-Forward Amount from the Excess Cash Flow to the extent described herein.

        Class M-1 Interest  Distribution  Amount:  With respect to the Class M-1  Certificates
and any  Distribution  Date,  the  aggregate  amount of  Accrued  Certificate  Interest  to be
distributed  to the  holders  of such  Class  for such  Distribution  Date,  plus any  related
Accrued Certificate Interest remaining unpaid from any prior Distribution Date.

        Class M-1 Principal  Distribution  Amount:  With respect to any Distribution  Date (i)
prior to the Stepdown  Date or on or after the Stepdown  Date if a Trigger  Event is in effect
for  that  Distribution   Date,  the  remaining   Principal   Distribution   Amount  for  that
Distribution Date after distribution of the Class A Principal  Distribution  Amount or (ii) on
or after the Stepdown  Date if a Trigger  Event is not in effect for that  Distribution  Date,
the lesser of:

                      (i)    the remaining Principal Distribution Amount for that
                      Distribution Date after distribution of the Class A Principal
                      Distribution Amount; and

                      (ii)   the excess, if any, of (A) the sum of (1) the aggregate
                      Certificate Principal Balance of the Class A Certificates (after taking
                      into account the payment of the Class A Principal Distribution Amount
                      for that Distribution Date) and (2) the Certificate Principal Balance
                      of the Class M-1 Certificates immediately prior to that Distribution
                      Date over (B) the lesser of (x) the product of (1) the applicable
                      Subordination Percentage and (2) the aggregate Stated Principal Balance
                      of the Mortgage Loans after giving effect to distributions to be made
                      on that Distribution Date and (y) the excess, if any, of the aggregate
                      Stated Principal Balance of the Mortgage Loans after giving effect to
                      distributions to be made on that Distribution Date, over the
                      Overcollateralization Floor.

        Class M-2 Certificate:  Any one of the Class M-2 Certificates  executed by the Trustee
and  authenticated  by the Certificate  Registrar  substantially in the form annexed hereto as
Exhibit B, senior to the Class M-3,  Class M-4,  Class M-5,  Class M-6,  Class M-7, Class M-8,
Class M-9,  Class B-1,  Class SB and Class R Certificates  with respect to  distributions  and
the  allocation  of  Realized  Losses as set forth in  Section  4.05,  and  evidencing  (i) an
interest  designated as a "regular  interest" in REMIC II for purposes of the REMIC Provisions
and (ii) the right to  receive  the Class M Basis Risk  Shortfall  Carry-Forward  Amount  from
Excess Cash Flow to the extent described herein.

        Class M-2 Interest  Distribution  Amount:  With respect to the Class M-2  Certificates
and any  Distribution  Date,  the  aggregate  amount of  Accrued  Certificate  Interest  to be
distributed  to the  holders  of such  Class  for such  Distribution  Date,  plus any  related
Accrued Certificate Interest remaining unpaid from any prior Distribution Date.

        Class M-2 Principal  Distribution  Amount:  With respect to any Distribution  Date (i)
prior to the Stepdown  Date or on or after the Stepdown  Date if a Trigger  Event is in effect
for  that  Distribution   Date,  the  remaining   Principal   Distribution   Amount  for  that
Distribution  Date after  distribution  of the Class A Principal  Distribution  Amount and the
Class M-1  Principal  Distribution  Amount or (ii) on or after the Stepdown  Date if a Trigger
Event is not in effect for that Distribution Date, the lesser of:

                      (i)    the remaining Principal Distribution Amount for that
                      Distribution Date after distribution of the Class A Principal
                      Distribution Amount and the Class M-1 Principal Distribution Amount; and

                      (ii)   the excess, if any, of (A) the sum of (1) the aggregate
                      Certificate Principal Balance of the Class A Certificates and Class M-1
                      Certificates (after taking into account the payment of the Class A
                      Principal Distribution Amount and the Class M-1 Principal Distribution
                      Amount for that Distribution Date) and (2) the Certificate Principal
                      Balance of the Class M-2 Certificates immediately prior to that
                      Distribution Date over (B) the lesser of (x) the product of (1) the
                      applicable Subordination Percentage and (2) the aggregate Stated
                      Principal Balance of the Mortgage Loans after giving effect to
                      distributions to be made on that Distribution Date and (y) the excess,
                      if any, of the aggregate Stated Principal Balance of the Mortgage Loans
                      after giving effect to distributions to be made on that Distribution
                      Date, over the Overcollateralization Floor.

        Class M-3 Certificate:  Any one of the Class M-3 Certificates  executed by the Trustee
and  authenticated  by the Certificate  Registrar  substantially in the form annexed hereto as
Exhibit B, senior to the Class M-4,  Class M-5,  Class M-6,  Class M-7,  Class M-8, Class M-9,
Class  B-1,  Class  SB and  Class  R  Certificates  with  respect  to  distributions  and  the
allocation of Realized  Losses as set forth in Section 4.05,  and  evidencing  (i) an interest
designated as a "regular  interest" in REMIC II for purposes of the REMIC  Provisions and (ii)
the right to receive the Class M Basis Risk  Shortfall  Carry-Forward  Amount from Excess Cash
Flow to the extent described herein.

        Class M-3 Interest  Distribution  Amount:  With respect to the Class M-3  Certificates
and any  Distribution  Date,  the  aggregate  amount of  Accrued  Certificate  Interest  to be
distributed  to the  holders  of such  Class  for such  Distribution  Date,  plus any  related
Accrued Certificate Interest remaining unpaid from any prior Distribution Date.

        Class M-3 Principal  Distribution  Amount:  With respect to any Distribution  Date (i)
prior to the Stepdown  Date or on or after the Stepdown  Date if a Trigger  Event is in effect
for  that  Distribution   Date,  the  remaining   Principal   Distribution   Amount  for  that
Distribution  Date  after  distribution  of the Class A,  Class  M-1 and  Class M-2  Principal
Distribution  Amounts  or (ii) on or after  the  Stepdown  Date if a  Trigger  Event is not in
effect for that Distribution Date, the lesser of:

                      (i)    the remaining Principal Distribution Amount for that
                      Distribution Date after distribution of the Class A, Class M-1 and
                      Class M-2 Principal Distribution Amounts; and

                      (ii)   the excess, if any, of (A) the sum of (1) the aggregate
                      Certificate Principal Balance of the Class A, Class M-1 and Class M-2
                      Certificates (after taking into account the payment of the Class A,
                      Class M-1 and Class M-2 Principal Distribution Amounts for that
                      Distribution Date) and (2) the Certificate Principal Balance of the
                      Class M-3 Certificates immediately prior to that Distribution Date over
                      (B) the lesser of (x) the product of (1) the applicable Subordination
                      Percentage and (2) the aggregate Stated Principal Balance of the
                      Mortgage Loans after giving effect to distributions to be made on that
                      Distribution Date and (y) the excess, if any, of the aggregate Stated
                      Principal Balance of the Mortgage Loans after giving effect to
                      distributions to be made on that Distribution Date, over the
                      Overcollateralization Floor.

        Class M-4 Certificate:  Any one of the Class M-4 Certificates  executed by the Trustee
and  authenticated  by the Certificate  Registrar  substantially in the form annexed hereto as
Exhibit B, senior to the Class M-5,  Class M-6,  Class M-7,  Class M-8,  Class M-9, Class B-1,
Class SB and  Class R  Certificates  with  respect  to  distributions  and the  allocation  of
Realized  Losses as set forth in Section 4.05, and evidencing (i) an interest  designated as a
"regular  interest"  in REMIC II for  purposes of the REMIC  Provisions  and (ii) the right to
receive  the Class M Basis Risk  Shortfall  Carry-Forward  Amount from the Excess Cash Flow to
the extent described herein.

        Class M-4 Interest  Distribution  Amount:  With respect to the Class M-4  Certificates
and any  Distribution  Date,  the  aggregate  amount of  Accrued  Certificate  Interest  to be
distributed  to the  holders  of such  Class  for such  Distribution  Date,  plus any  related
Accrued Certificate Interest remaining unpaid from any prior Distribution Date.

        Class M-4 Principal  Distribution  Amount:  With respect to any Distribution  Date (i)
prior to the Stepdown  Date or on or after the Stepdown  Date if a Trigger  Event is in effect
for  that  Distribution   Date,  the  remaining   Principal   Distribution   Amount  for  that
Distribution  Date  after  distribution  of the Class A,  Class  M-1,  Class M-2 and Class M-3
Principal  Distribution  Amounts or (ii) on or after the Stepdown  Date if a Trigger  Event is
not in effect for that Distribution Date, the lesser of:

                      (i)    the remaining Principal Distribution Amount for that
                      Distribution Date after distribution of the Class A, Class M-1, Class
                      M-2 and Class M-3 Principal Distribution Amounts; and

                      (ii)   the excess, if any, of (A) the sum of (1) the aggregate
                      Certificate Principal Balance of the Class A, Class M-1, Class M-2 and
                      Class M-3 Certificates (after taking into account the payment of the
                      Class A, Class M-1, Class M-2 and Class M-3 Principal Distribution
                      Amounts for that Distribution Date) and (2) the Certificate Principal
                      Balance of the Class M-4 Certificates immediately prior to that
                      Distribution Date over (B) the lesser of (x) the product of (1) the
                      applicable Subordination Percentage and (2) the aggregate Stated
                      Principal Balance of the Mortgage Loans after giving effect to
                      distributions to be made on that Distribution Date and (y) the excess,
                      if any, of the aggregate Stated Principal Balance of the Mortgage Loans
                      after giving effect to distributions to be made on that Distribution
                      Date, over the Overcollateralization Floor.

        Class M-5 Certificate:  Any one of the Class M-5 Certificates  executed by the Trustee
and  authenticated  by the Certificate  Registrar  substantially in the form annexed hereto as
Exhibit B, senior to the Class M-6,  Class M-7,  Class M-8, Class M-9, Class B-1, Class SB and
Class R Certificates  with respect to  distributions  and the allocation of Realized Losses as
set forth in Section 4.05, and evidencing (i) an interest  designated as a "regular  interest"
in REMIC II for  purposes  of the REMIC  Provisions  and (ii) the right to receive the Class M
Basis Risk  Shortfall  Carry-Forward  Amount  from  Excess  Cash Flow to the extent  described
herein.

        Class M-5 Interest  Distribution  Amount:  With respect to the Class M-5  Certificates
and any  Distribution  Date,  the  aggregate  amount of  Accrued  Certificate  Interest  to be
distributed  to the  holders  of such  Class  for such  Distribution  Date,  plus any  related
Accrued Certificate Interest remaining unpaid from any prior Distribution Date.

        Class M-5 Principal  Distribution  Amount:  With respect to any Distribution  Date (i)
prior to the Stepdown  Date or on or after the Stepdown  Date if a Trigger  Event is in effect
for  that  Distribution   Date,  the  remaining   Principal   Distribution   Amount  for  that
Distribution  Date after  distribution  of the Class A, Class  M-1,  Class M-2,  Class M-3 and
Class M-4  Principal  Distribution  Amounts or (ii) on or after the Stepdown Date if a Trigger
Event is not in effect for that Distribution Date, the lesser of:

                      (i)    the remaining Principal Distribution Amount for that
                      Distribution Date after distribution of the Class A, Class M-1, Class
                      M-2, Class M-3 and Class M-4 Principal Distribution Amounts; and

                      (ii)   the excess, if any, of (A) the sum of (1) the aggregate
                      Certificate Principal Balance of the Class A, Class M-1, Class M-2,
                      Class M-3 and Class M-4 Certificates (after taking into account the
                      payment of the Class A, Class M-1, Class M-2, Class M-3 and Class M-4
                      Principal Distribution Amounts for that Distribution Date) and (2) the
                      Certificate Principal Balance of the Class M-5 Certificates immediately
                      prior to that Distribution Date over (B) the lesser of (x) the product
                      of (1) the applicable Subordination Percentage and (2) the aggregate
                      Stated Principal Balance of the Mortgage Loans after giving effect to
                      distributions to be made on that Distribution Date and (y) the excess,
                      if any, of the aggregate Stated Principal Balance of the Mortgage Loans
                      after giving effect to distributions to be made on that Distribution
                      Date, over the Overcollateralization Floor.

        Class M-6 Certificate:  Any one of the Class M-6 Certificates  executed by the Trustee
and  authenticated  by the Certificate  Registrar  substantially in the form annexed hereto as
Exhibit B,  senior to the Class M-7,  Class M-8,  Class M-9,  Class B-1,  Class SB and Class R
Certificates  with  respect to  distributions  and the  allocation  of Realized  Losses as set
forth in Section 4.05, and evidencing  (i) an interest  designated as a "regular  interest" in
REMIC II for  purposes  of the  REMIC  Provisions  and (ii) the right to  receive  the Class M
Basis Risk  Shortfall  Carry-Forward  Amount  from  Excess  Cash Flow to the extent  described
herein.

        Class M-6 Interest  Distribution  Amount:  With respect to the Class M-6  Certificates
and any  Distribution  Date,  the  aggregate  amount of  Accrued  Certificate  Interest  to be
distributed  to the  holders  of such  Class  for such  Distribution  Date,  plus any  related
Accrued Certificate Interest remaining unpaid from any prior Distribution Date.

        Class M-6 Principal  Distribution  Amount:  With respect to any Distribution  Date (i)
prior to the Stepdown  Date or on or after the Stepdown  Date if a Trigger  Event is in effect
for  that  Distribution   Date,  the  remaining   Principal   Distribution   Amount  for  that
Distribution  Date after  distribution  of the Class A, Class M-1, Class M-2, Class M-3, Class
M-4 and Class M-5  Principal  Distribution  Amounts or (ii) on or after the Stepdown Date if a
Trigger Event is not in effect for that Distribution Date, the lesser of:

                      (i)    the remaining Principal Distribution Amount for that
                      Distribution Date after distribution of the Class A, Class M-1, Class
                      M-2, Class M-3, Class M-4 and Class M-5 Principal Distribution Amounts;
                      and

                      (ii)   the excess, if any, of (A) the sum of (1) the aggregate
                      Certificate Principal Balance of the Class A, Class M-1, Class M-2,
                      Class M-3, Class M-4 and Class M-5 Certificates (after taking into
                      account the payment of the Class A, Class M-1, Class M-2, Class M-3,
                      Class M-4 and Class M-5 Principal Distribution Amounts for that
                      Distribution Date) and (2) the Certificate Principal Balance of the
                      Class M-6 Certificates immediately prior to that Distribution Date over
                      (B) the lesser of (x) the product of (1) the applicable Subordination
                      Percentage and (2) the aggregate Stated Principal Balance of the
                      Mortgage Loans after giving effect to distributions to be made on that
                      Distribution Date and (y) the excess, if any, of the aggregate Stated
                      Principal Balance of the Mortgage Loans after giving effect to
                      distributions to be made on that Distribution Date, over the
                      Overcollateralization Floor.

        Class M-7 Certificate:  Any one of the Class M-7 Certificates  executed by the Trustee
and  authenticated  by the Certificate  Registrar  substantially in the form annexed hereto as
Exhibit B, senior to the Class M-8,  Class M-9,  Class B-1,  Class SB and Class R Certificates
with respect to  distributions  and the allocation of Realized  Losses as set forth in Section
4.05,  and  evidencing  (i) an  interest  designated  as a "regular  interest" in REMIC II for
purposes  of the  REMIC  Provisions  and (ii) the  right to  receive  the  Class M Basis  Risk
Shortfall Carry-Forward Amount from the Excess Cash Flow to the extent described herein.

        Class M-7 Interest  Distribution  Amount:  With respect to the Class M-7  Certificates
and any  Distribution  Date,  the  aggregate  amount of  Accrued  Certificate  Interest  to be
distributed  to the  holders  of such  Class  for such  Distribution  Date,  plus any  related
Accrued Certificate Interest remaining unpaid from any prior Distribution Date.

        Class M-7 Principal  Distribution  Amount:  With respect to any Distribution  Date (i)
prior to the Stepdown  Date or on or after the Stepdown  Date if a Trigger  Event is in effect
for  that  Distribution   Date,  the  remaining   Principal   Distribution   Amount  for  that
Distribution  Date after  distribution  of the Class A, Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5 and Class M-6 Principal  Distribution  Amounts or (ii) on or after the Stepdown
Date if a Trigger Event is not in effect for that Distribution Date, the lesser of:

                      (i)    the remaining Principal Distribution Amount for that
                      Distribution Date after distribution of the Class A, Class M-1, Class
                      M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Principal
                      Distribution Amounts; and

                      (ii)   the excess, if any, of (A) the sum of (1) the aggregate
                      Certificate Principal Balance of the Class A, Class M-1, Class M-2,
                      Class M-3, Class M-4, Class M-5 and Class M-6 Certificates (after
                      taking into account the payment of the Class A, Class M-1, Class M-2,
                      Class M-3, Class M-4, Class M-5 and Class M-6 Principal Distribution
                      Amounts for that Distribution Date) and (2) the Certificate Principal
                      Balance of the Class M-7 Certificates immediately prior to that
                      Distribution Date over (B) the lesser of (x) the product of (1) the
                      applicable Subordination Percentage and (2) the aggregate Stated
                      Principal Balance of the Mortgage Loans after giving effect to
                      distributions to be made on that Distribution Date and (y) the excess,
                      if any, of the aggregate Stated Principal Balance of the Mortgage Loans
                      after giving effect to distributions to be made on that Distribution
                      Date, over the Overcollateralization Floor.

        Class M-8 Certificate:  Any one of the Class M-8 Certificates  executed by the Trustee
and  authenticated  by the Certificate  Registrar  substantially in the form annexed hereto as
Exhibit  B,  senior to the Class  M-9,  Class  B-1,  Class SB and  Class R  Certificates  with
respect to  distributions  and the allocation of Realized Losses as set forth in Section 4.05,
and  evidencing  (i) an interest  designated as a "regular  interest" in REMIC II for purposes
of the  REMIC  Provisions  and (ii) the right to  receive  the  Class M Basis  Risk  Shortfall
Carry-Forward Amount from the Excess Cash Flow to the extent described herein.

        Class M-8 Interest  Distribution  Amount:  With respect to the Class M-8  Certificates
and any  Distribution  Date,  the  aggregate  amount of  Accrued  Certificate  Interest  to be
distributed  to the  holders  of such  Class  for such  Distribution  Date,  plus any  related
Accrued Certificate Interest remaining unpaid from any prior Distribution Date.

        Class M-8 Principal  Distribution  Amount:  With respect to any Distribution  Date (i)
prior to the Stepdown  Date or on or after the Stepdown  Date if a Trigger  Event is in effect
for  that  Distribution   Date,  the  remaining   Principal   Distribution   Amount  for  that
Distribution  Date after  distribution  of the Class A, Class M-1, Class M-2, Class M-3, Class
M-4,  Class M-5,  Class M-6 and Class M-7 Principal  Distribution  Amounts or (ii) on or after
the Stepdown Date if a Trigger Event is not in effect for that  Distribution  Date, the lesser
of:

                      (i)    the remaining Principal Distribution Amount for that
                      Distribution Date after distribution of the Class A, Class M-1, Class
                      M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Principal
                      Distribution Amounts; and

                      (ii)   the excess, if any, of (A) the sum of (1) the aggregate
                      Certificate Principal Balance of the Class A, Class M-1, Class M-2,
                      Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates
                      (after taking into account the payment of the Class A, Class M-1, Class
                      M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Principal
                      Distribution Amounts for that Distribution Date) and (2) the
                      Certificate Principal Balance of the Class M-8 Certificates immediately
                      prior to that Distribution Date over (B) the lesser of (x) the product
                      of (1) the applicable Subordination Percentage and (2) the aggregate
                      Stated Principal Balance of the Mortgage Loans after giving effect to
                      distributions to be made on that Distribution Date and (y) the excess,
                      if any, of the aggregate Stated Principal Balance of the Mortgage Loans
                      after giving effect to distributions to be made on that Distribution
                      Date, over the Overcollateralization Floor.

        Class M-9 Certificate:  Any one of the Class M-9 Certificates  executed by the Trustee
and  authenticated  by the Certificate  Registrar  substantially in the form annexed hereto as
Exhibit B,  senior to the Class  B-1,  Class SB  Certificates  and Class R  Certificates  with
respect to  distributions  and the allocation of Realized Losses as set forth in Section 4.05,
and evidencing  (i) an  interest  designated as a "regular  interest" in REMIC II for purposes
of the  REMIC  Provisions  and (ii) the right to  receive  the  Class M Basis  Risk  Shortfall
Carry-Forward Amount from Excess Cash Flow to the extent described herein.

        Class M-9 Interest  Distribution  Amount:  With respect to the Class M-9  Certificates
and any  Distribution  Date,  the  aggregate  amount of  Accrued  Certificate  Interest  to be
distributed  to the  holders  of such  Class  for such  Distribution  Date,  plus any  related
Accrued Certificate Interest remaining unpaid from any prior Distribution Date.

        Class M-9 Principal  Distribution  Amount:  With respect to any Distribution  Date (i)
prior to the Stepdown  Date or on or after the Stepdown  Date if a Trigger  Event is in effect
for  that  Distribution   Date,  the  remaining   Principal   Distribution   Amount  for  that
Distribution  Date after  distribution  of the Class A, Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5, Class M-6, Class M-7 and Class M-8 Principal  Distribution  Amounts or (ii) on
or after the Stepdown  Date if a Trigger  Event is not in effect for that  Distribution  Date,
(a) the lesser of:

                      (i)    the remaining Principal Distribution Amount for that
                      Distribution Date after distribution of the Class A, Class M-1, Class
                      M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class
                      M-8 Principal Distribution Amounts; and

                      (ii)   the excess, if any, of (A) the sum of (1) the aggregate
                      Certificate Principal Balance of the Class A, Class M-1, Class M-2,
                      Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8
                      Certificates (after taking into account the payment of the Class A,
                      Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
                      M-7 and Class M-8 Principal Distribution Amounts for that Distribution
                      Date) and (2) the Certificate Principal Balance of the Class M-9
                      Certificates immediately prior to that Distribution Date over (B) the
                      lesser of (x) the product of (1) the applicable Subordination
                      Percentage and (2) the aggregate Stated Principal Balance of the
                      Mortgage Loans after giving effect to distributions to be made on that
                      Distribution Date and (y) the excess, if any, of the aggregate Stated
                      Principal Balance of the Mortgage Loans after giving effect to
                      distributions to be made on that Distribution Date, over the
                      Overcollateralization Floor.

        Class R  Certificates:  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,  Class M  Certificates  and Class B-1
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:  March 2, 2006.

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

        Commission:  The Securities and Exchange Commission.

        Corporate  Trust  Office:  The  principal  office  of  the  Trustee  at  which  at any
particular  time  its  corporate  trust  business  with  respect  to this  Agreement  shall be
administered,  which  office at the date of the  execution  of this  instrument  is located at
U.S. Bank National Association,  EP-MN-WS3D,  60 Livingston Avenue, St. Paul, Minnesota 55107,
Attn:  Structured Finance/RAMP 2006-NC2.

        Credit Repository:  Equifax, Transunion and Experian, or their successors in interest.

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

        Custodial Account:  The custodial account or accounts created and maintained  pursuant
to Section 3.07 in the name of a depository  institution,  as custodian for the holders of the
Certificates,  for the holders of certain other  interests in mortgage  loans serviced or sold
by the Master  Servicer  and for the Master  Servicer,  into  which the  amounts  set forth in
Section 3.07 shall be deposited  directly.  Any such account or accounts  shall be an Eligible
Account.

        Custodial  Agreement:  An agreement that may be entered into among the Depositor,  the
Master Servicer, the Trustee and a Custodian in substantially the form of Exhibit F hereto.

        Custodian:  A custodian appointed pursuant to a Custodial Agreement.

        Cut-off Date:  February 1, 2006.

        Cut-off Date Balance:  $760,001,319.83.

        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.

        Deficient  Valuation:  With  respect to any  Mortgage  Loan, a valuation by a court of
competent  jurisdiction of the Mortgaged  Property in an amount less than the then outstanding
indebtedness  under the Mortgage  Loan, or any reduction in the amount of principal to be paid
in connection with any scheduled  Monthly Payment that constitutes a permanent  forgiveness of
principal, which valuation or reduction results from a proceeding under the Bankruptcy Code.

        Definitive Certificate:  Any definitive, fully registered Certificate.

        Deleted  Mortgage  Loan: A Mortgage  Loan  replaced or to be replaced with a Qualified
Substitute Mortgage Loan.

        Delinquent:  As used herein,  a Mortgage  Loan is considered to be: "30 to 59 days" or
"30 or more days"  delinquent  when a payment due on any scheduled due date remains  unpaid as
of the close of business on the next  following  monthly  scheduled due date;  "60 to 89 days"
or "60 or more days"  delinquent  when a payment due on any scheduled due date remains  unpaid
as of the close of business on the second  following  monthly  scheduled due date;  and so on.
The  determination  as to whether a Mortgage  Loan falls into these  categories  is made as of
the close of business on the last  business day of each month.  For example,  a Mortgage  Loan
with a payment  due on July 1 that  remained  unpaid as of the close of  business on August 31
would then be considered to be 30 to 59 days  delinquent.  Delinquency  information  as of the
Cut-off Date is  determined  and prepared as of the close of business on the last business day
immediately prior to the Cut-off Date.

        Depositor:  As defined in the preamble hereto.

        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 March 2, 2006, 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,  a trust account or accounts  maintained in the  corporate  trust  department of U.S.
Bank National  Association,  or (iv) in the case of the Certificate  Account,  a trust account
or accounts  maintained in the corporate trust department of U.S. Bank National  Association.,
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 then-current rating by such Rating Agency).

        Eligible Master  Servicing  Compensation:  With respect to any  Distribution  Date, an
amount equal to Prepayment  Interest Shortfalls  resulting from Principal  Prepayments in Full
or  Curtailments  during the related  Prepayment  Period,  but not more than the lesser of (a)
one-twelfth  of 0.125% of the Stated  Principal  Balance  of the  Mortgage  Loans  immediately
preceding  such  Distribution  Date and (b) the sum of the Servicing  Fee, all income and gain
on amounts held in the Custodial  Account and the  Certificate  Account and amounts payable to
the  Certificateholders  with respect to such Distribution Date and servicing  compensation to
which the Master  Servicer may be entitled  pursuant to Section  3.10(a)(v)  and (vi) 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).

        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
of the Class A and Class M Certificates  immediately  prior to such Distribution Date and (ii)
the  Principal  Remittance  Amount  for that  Distribution  Date to the extent not used to pay
interest  on the  Class  A and  Class  M  Certificates  on  such  Distribution  Date,  (B) the
Overcollateralization  Reduction  Amount, if any, for that Distribution Date and (C) any Yield
Maintenance Payment for that Distribution Date.

        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-1 Certificates,  the Distribution Date
in  October  2028;  with  respect  to the Class A-2  Certificates,  the  Distribution  Date in
December 2035; with respect to the Class A-3  Certificates,  the Distribution Date in February
2036;  with respect to the Class M-1  Certificates,  The  Distribution  Date in February 2036;
with respect to the Class M-2  Certificates,  the  Distribution  Date in February  2036;  with
respect to the Class M-3  Certificates,  the Distribution  Date in February 2036; with respect
to the Class M-4  Certificates,  the  Distribution  Date in February 2036; with respect to the
Class M-5  Certificates,  the  Distribution  Date in February 2036;  with respect to the Class
M-6  Certificates,  the  Distribution  Date in February  2036;  with  respect to the Class M-7
Certificates,  the  Distribution  Date  in  February  2036;  with  respect  to the  Class  M-8
Certificates,  the  Distribution  Date  in  February  2036;  with  respect  to the  Class  M-9
Certificates,  the  Distribution  Date  in  February  2036;  with  respect  to the  Class  B-1
Certificates,  the  Distribution  Date in  February  2036 and  with  respect  to the  Class SB
Certificates,  the  Distribution  Date in  February  2036.  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 or Class M Certificates or the
Class B-1 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 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.

        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  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 released to the Mortgagor in accordance  with the  procedures  that the
Master Servicer would follow in servicing mortgage loans held for its own account.

        Interest  Accrual  Period:  With  respect  to  the  Class  A,  Class  M or  Class  B-1
Certificates,  (i) with respect to the Distribution  Date in March 2006, the period commencing
on the Closing Date and ending on the day preceding the  Distribution  Date in March 2006, and
(ii) with respect to any  Distribution  Date after the  Distribution  Date in March 2006,  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:  The sum of the Class A, Class M-1,  Class M-2,  Class
M-3,  Class M-4,  Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1 Interest
Distribution Amounts.

        Interested  Person:  As of any  date  of  determination,  the  Depositor,  the  Master
Servicer,  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.

        Interim Certification:  As defined in Section 2.02.

        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.

        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-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  (plus, in the case of a junior lien Mortgage Loan, the principal  balance of
the Senior  Mortgage Loan on the Related  Mortgaged  Property) and the denominator of which is
the Appraised Value of the related Mortgaged Property.

        Marker  Rate:  With  respect  to the  Class SB  Certificates  or the REMIC II  Regular
Interest  SB-IO and any  Distribution  Date, a per annum rate equal to two (2)  multiplied  by
the  weighted  average  of the  Uncertificated  REMIC I  Pass-Through  Rates for each  REMIC I
Regular  Interest  (other  than the REMIC I Regular  Interest  AA) with the rates on each such
REMIC I Regular  Interest  (other than REMIC I Regular  Interest ZZ) subject to a cap equal to
the Pass-Through Rate for the corresponding  Class for such REMIC I Regular Interest,  and the
rate on REMIC I Regular  Interest  ZZ subject to a cap of zero,  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 January 2036,  which is
the Distribution  Date occurring in the month following the last scheduled  monthly payment of
the Mortgage Loans.

        Maximum  Mortgage  Loan  Rate:  With  respect  to the  Class A,  Class M and Class B-1
Certificates and any Interest Accrual Period, 14.00% per annum.

        Maximum  Mortgage Rate:  With respect to any  adjustable  rate Mortgage Loan, the rate
indicated in Exhibit G 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 and (ii) the Servicing Fee Rate.

        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 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 or junior 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 G
(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,  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, except
in the case of the adjustable  rate Mortgage Loans  indicated by an "X" on Exhibit G 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.

        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 and (ii) the  related  Subservicing
Fee Rate.

        Net  WAC  Cap  Rate:  With  respect  to  any   Distribution   Date  and  the  Class  A
Certificates,  Class M  Certificates  and  Class  B-1  Certificates,  the  product  of (A) the
weighted  average of the Net  Mortgage  Rates (or, if  applicable,  the  Modified Net Mortgage
Rates) on the Mortgage Loans using the Net Mortgage  Rates in effect for the Monthly  Payments
due on such  Mortgage  Loans  during the  related  Due  Period,  weighted  on the basis of the
respective  Stated  Principal  Balances thereof on the first day of the related Due Period and
(B) a  fraction  equal to 30  divided by the  actual  number of days in the  related  Interest
Accrual  Period.  For  federal  income tax  purposes,  however,  clause (A) above shall be the
equivalent  of that which is provided in such  clause  expressed  as a per annum rate equal to
the weighted average of the  Uncertificated  REMIC I Pass-Through Rates on the REMIC I Regular
Interests,  weighted on the basis of the  Uncertificated  Principal Balance of each such REMIC
I Regular Interest.

        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 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 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  or the REMIC II Regular
Interest  SB-IO,   immediately   prior  to  any  Distribution   Date,  the  aggregate  of  the
Uncertificated Principal Balances of the REMIC I 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,  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, Class M and Class B-1  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)(xv)  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 the  Class A  Certificates  and  each  Interest
Accrual  Period,  a per annum rate equal to the least of (i) LIBOR  plus the  related  Class A
Margin,  (ii) the Maximum  Mortgage Loan Rate and (iii) the Net WAC Cap Rate.  With respect to
the Class M  Certificates  and each  Interest  Accrual  Period,  a per annum rate equal to the
least of (i) LIBOR plus the related  Class M Margin,  (ii) the Maximum  Mortgage Loan Rate and
(iii) the Net WAC Cap Rate.  With  respect  to the Class B-1  Certificates  and each  Interest
Accrual  Period,  a per annum rate equal to the least of (i) LIBOR plus the Class B-1  Margin,
(ii) the Maximum Mortgage Loan Rate and (iii) the Net WAC Cap Rate.

        With respect to the Class SB  Certificates  or the REMIC II Regular  Interest SB-IO, a
per annum rate equal to the  percentage  equivalent  of a fraction,  the numerator of which is
(x) the sum, for each REMIC I Regular Interest,  of the excess of the  Uncertificated  REMIC I
Pass-Through  Rate for such  REMIC I Regular  Interest  over the Marker  Rate,  applied to the
Uncertificated   Notional   Amount  and  the   denominator  of  which  is  (y)  the  aggregate
Uncertificated Principal Balance of the REMIC I Regular Interests.

        Paying  Agent:  U.S.  Bank  National  Association,   or  any  successor  Paying  Agent
appointed by the Trustee.

        Percentage  Interest:  With respect to any Class A, Class M or Class B-1  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 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 then-current rating 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.

        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,  Class  M  or  Class  B-1
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 23% 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 with the  exception  of either  code "23" or "96"
under the column "MI CO CODE".

        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  amounts
received by the trustee  under the Yield  Maintenance  Agreement  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)  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, Class M and Class B-1 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 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 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,  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) 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 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   attributable   to   interest.
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
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 to
the REMIC II  Regular  Interest SB-IO in reduction of the accrued but unpaid interest  thereon
until  such  accrued  and  unpaid  interest  shall  have been  reduced to zero and then to the
REMIC II Regular Interest SB-PO in reduction of the Principal Balance thereof.

        Record Date:  With  respect to each  Distribution  Date and the Class A  Certificates,
Class M Certificates and Class B-1 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,  Class M and  Class  B-1
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.

        Regulation AB: Subpart 229.1100 - Asset Backed  Securities  (Regulation AB), 17 C.F.R.
ss.ss.229.1100-229.1123,  as  such  may be  amended  from  time  to  time,  and  subject  to  such
clarification  and  interpretation  as have been  provided by the  Commission  in the adopting
release  (Asset-Backed  Securities,  Securities Act Release No.  33-8518,  70 Fed. Reg. 1,506,
1,531  (January  7,  2005)) or by the staff of the  Commission,  or as may be  provided by the
Commission or its staff from time to time.

        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,  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,  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 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 Regular Interests then outstanding and (ii) the  Uncertificated  Pass-Through Rate for
REMIC I Regular Interest AA minus the Marker Rate, divided by (b) 12.

        REMIC I Overcollateralized  Amount: With respect to any date of determination,  (i) 1%
of the aggregate  Uncertificated  Principal  Balances of the REMIC I Regular  Interests  minus
(ii) the aggregate  Uncertificated  Principal Balances of the REMIC I Regular Interests (other
than REMIC I Regular Interests AA and ZZ), in each case as of such date of determination.

        REMIC 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 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-1,  A-2, A-3,
M-1, M-2, M-3,  M-4, M-5, M-6, M-7, M-8, M-9 and B-1 and the  denominator  of which is the sum
of the  Uncertificated  Principal  Balances of A-1,  A-2,  A-3,  M-1, M-2, M-3, M-4, M-5, M-6,
M-7, M-8, M-9, B-1 and ZZ.

        REMIC I Regular  Interest  AA: A regular  interest in REMIC I that is held as an asset
of REMIC  II,  that has an  initial  principal  balance  equal to the  related  Uncertificated
Principal  Balance,  that bears  interest at the related  Uncertificated  REMIC I Pass-Through
Rate, and that has such other terms as are described herein.

        REMIC I Regular  Interest A-1: A regular  interest in REMIC I that is held as an asset
of REMIC  II,  that has an  initial  principal  balance  equal to the  related  Uncertificated
Principal  Balance,  that bears  interest at the related  Uncertificated  REMIC I Pass-Through
Rate, and that has such other terms as are described herein.

        REMIC I Regular  Interest A-2: A regular  interest in REMIC I that is held as an asset
of REMIC  II,  that has an  initial  principal  balance  equal to the  related  Uncertificated
Principal  Balance,  that bears  interest at the related  Uncertificated  REMIC I Pass-Through
Rate, and that has such other terms as are described herein.

        REMIC I Regular  Interest A-3: A regular  interest in REMIC I that is held as an asset
of REMIC  II,  that has an  initial  principal  balance  equal to the  related  Uncertificated
Principal  Balance,  that bears  interest at the related  Uncertificated  REMIC I Pass-Through
Rate, and that has such other terms as are described herein.

        REMIC I Regular  Interest M-1: A regular  interest in REMIC I that is held as an asset
of REMIC  II,  that has an  initial  principal  balance  equal to the  related  Uncertificated
Principal  Balance,  that bears  interest at the related  Uncertificated  REMIC I Pass-Through
Rate, and that has such other terms as are described herein.

        REMIC I Regular  Interest M-2: A regular  interest in REMIC I that is held as an asset
of REMIC  II,  that has an  initial  principal  balance  equal to the  related  Uncertificated
Principal  Balance,  that bears  interest at the related  Uncertificated  REMIC I Pass-Through
Rate, and that has such other terms as are described herein.

        REMIC I Regular  Interest M-3: A regular  interest in REMIC I that is held as an asset
of REMIC  II,  that has an  initial  principal  balance  equal to the  related  Uncertificated
Principal  Balance,  that bears  interest at the related  Uncertificated  REMIC I Pass-Through
Rate, and that has such other terms as are described herein.

        REMIC I Regular  Interest M-4: A regular  interest in REMIC I that is held as an asset
of REMIC  II,  that has an  initial  principal  balance  equal to the  related  Uncertificated
Principal  Balance,  that bears  interest at the related  Uncertificated  REMIC I Pass-Through
Rate, and that has such other terms as are described herein.

        REMIC I Regular  Interest M-5: A regular  interest in REMIC I that is held as an asset
of REMIC  II,  that has an  initial  principal  balance  equal to the  related  Uncertificated
Principal  Balance,  that bears  interest at the related  Uncertificated  REMIC I Pass-Through
Rate, and that has such other terms as are described herein.

        REMIC I Regular  Interest M-6: A regular  interest in REMIC I that is held as an asset
of REMIC  II,  that has an  initial  principal  balance  equal to the  related  Uncertificated
Principal  Balance,  that bears  interest at the related  Uncertificated  REMIC I Pass-Through
Rate, and that has such other terms as are described herein.

        REMIC I Regular  Interest M-7: A regular  interest in REMIC I that is held as an asset
of REMIC  II,  that has an  initial  principal  balance  equal to the  related  Uncertificated
Principal  Balance,  that bears  interest at the related  Uncertificated  REMIC I Pass-Through
Rate, and that has such other terms as are described herein.

        REMIC I  Regular  Interest  M-8:  A  regular  interest  in REMIC II that is held as an
asset of REMIC II, that has an initial principal  balance equal to the related  Uncertificated
Principal  Balance,  that bears interest at the related  Uncertificated  REMIC II Pass-Through
Rate, and that has such other terms as are described herein.

        REMIC I Regular  Interest M-9: A regular  interest in REMIC I that is held as an asset
of REMIC  II,  that has an  initial  principal  balance  equal to the  related  Uncertificated
Principal  Balance,  that bears  interest at the related  Uncertificated  REMIC I Pass-Through
Rate, and that has such other terms as are described herein.
        REMIC I Regular  Interest B-1: A regular  interest in REMIC I that is held as an asset
of REMIC  II,  that has an  initial  principal  balance  equal to the  related  Uncertificated
Principal  Balance,  that bears  interest at the related  Uncertificated  REMIC I Pass-Through
Rate, and that has such other terms as are described herein.

        REMIC I Regular  Interest  ZZ: A regular  interest in REMIC I that is held as an asset
of REMIC  II,  that has an  initial  principal  balance  equal to the  related  Uncertificated
Principal  Balance,  that bears  interest at the related  Uncertificated  REMIC I Pass-Through
Rate, and that has such other terms as are described herein.

        REMIC I Regular  Interest ZZ Maximum  Interest  Deferral  Amount:  With respect to any
Distribution  Date, the excess of (i)  Uncertificated  Accrued  Interest  calculated  with the
REMIC I Regular Interest ZZ Uncertificated  Pass-Through Rate and an Uncertificated  Principal
Balance  equal to the excess of (x) the  Uncertificated  Principal  Balance of REMIC I Regular
Interest  ZZ  over  (y)  the  REMIC  I  Overcollateralized  Amount,  in  each  case  for  such
Distribution  Date, over (ii) the sum of  Uncertificated  Accrued  Interest on REMIC I Regular
Interest  A-1  through  REMIC I  Regular  Interest  B-1,  with the rate on each  such  REMIC I
Regular Interest subject to a cap equal to the Pass-Through Rate for the  corresponding  Class
for the purpose of this calculation.

        REMIC II:  The segregated pool of assets described in the Preliminary Statement.

        REMIC II Regular  Interest:  Any "regular  interest"  issued by REMIC II the ownership
of  which  is  evidenced  by a Class  A  Certificate,  Class  M  Certificate,  the  Class  B-1
Certifciate or the Class SB Certificate.

        REMIC II Regular  Interest  SB-IO:  A separate  non-certificated  regular  interest of
REMIC II  designated as a REMIC II Regular  Interest.  REMIC II Regular  Interest  SB-IO shall
have no entitlement to principal and shall be entitled to  distributions  of interest  subject
to the terms and conditions  hereof,  in an aggregate  amount equal to interest  distributable
with respect to the Class SB Certificates pursuant to the terms and conditions hereof.

        REMIC II Regular  Interest  SB-PO:  A separate  non-certificated  regular  interest of
REMIC II  designated as a REMIC II Regular  Interest.  REMIC II Regular  Interest  SB-PO shall
have no entitlement to interest and shall be entitled to  distributions  of principal  subject
to the terms and conditions  hereof,  in an aggregate amount equal to principal  distributable
with respect to the Class SB Certificates pursuant to the terms and conditions hereof.

        REMIC  Provisions:  Provisions  of the federal  income tax law relating to real estate
mortgage  investment  conduits,  which appear at Sections 860A through 860G of Subchapter M of
Chapter 1 of the Code, and related  provisions,  and temporary and final  regulations  (or, to
the extent not inconsistent with such temporary or final  regulations,  proposed  regulations)
and published  rulings,  notices and announcements  promulgated  thereunder,  as the foregoing
may be in effect from time to time.

        REMIC  Regular  Interests:  the  REMIC  I  Regular  Interests  and  REMIC  II  Regular
Interests.

        REO  Acquisition:  The acquisition by the Master Servicer on behalf of the Trustee for
the benefit of the Certificateholders of any REO Property pursuant to Section 3.14.

        REO  Disposition:  With respect to any REO  Property,  a  determination  by the Master
Servicer that it has received  substantially  all Insurance  Proceeds,  Liquidation  Proceeds,
REO Proceeds  and other  payments and  recoveries  (including  proceeds of a final sale) which
the Master Servicer expects to be finally  recoverable  from the sale or other  disposition of
the REO Property.

        REO Imputed  Interest:  With respect to any REO  Property,  for any period,  an amount
equivalent  to interest (at a rate equal to the sum of the Net  Mortgage  Rate that would have
been  applicable  to  the  related  Mortgage  Loan  had it  been  outstanding)  on the  unpaid
principal balance of the Mortgage Loan as of the date of acquisition thereof for such period.

        REO  Proceeds:  Proceeds,  net of  expenses,  received in respect of any REO  Property
(including,  without  limitation,  proceeds from the rental of the related Mortgaged Property)
which proceeds are required to be deposited  into the Custodial  Account only upon the related
REO Disposition.

        REO Property:  A Mortgaged Property acquired by the Master Servicer,  on behalf of the
Trust Fund for the  benefit  of the  Certificateholders  pursuant  to  Section  3.14,  through
foreclosure or deed in lieu of foreclosure in connection with a defaulted Mortgage Loan.

        Reportable  Modified  Mortgage Loan: Any Mortgage Loan that (i) has been subject to an
interest rate  reduction,  (ii) has been subject to a term  extension or (iii) has had amounts
owing on such  Mortgage  Loan  capitalized  by  adding  such  amount to the  Stated  Principal
Balance  of  such  Mortgage  Loan;  provided,  however,  that  a  Mortgage  Loan  modified  in
accordance  with clause (i) above for a temporary  period shall not be a  Reportable  Modified
Mortgage  Loan if such  Mortgage  Loan has not been  delinquent  in payments of principal  and
interest for six months since the date of such  modification  if that interest rate  reduction
is not made permanent thereafter.

        Repurchase Event:  As defined in the Assignment Agreement.

        Request for Release:  A request for release,  the form of which is attached as Exhibit
H hereto, or an electronic request in a form acceptable to the Custodian.

        Required  Insurance  Policy:  With respect to any Mortgage Loan, any insurance  policy
which is required to be maintained from time to time under this  Agreement,  the Program Guide
or the related Subservicing Agreement in respect of such Mortgage Loan.

        Required  Overcollateralization  Amount: With respect to any Distribution Date, (a) if
such  Distribution  Date is prior to the Stepdown Date, 1.95% of the Cut-off Date Balance,  or
(b) if such  Distribution  Date is on or after the Stepdown  Date, the greater of (i) 3.90% of
the then current  aggregate  Stated  Principal  Balance of the Mortgage Loans as of the end of
the related Due Period and (ii) the  Overcollateralization  Floor; provided,  however, that if
a Trigger  Event is in effect,  the  Required  Overcollateralization  Amount shall be equal to
the Required  Overcollateralization  Amount for the immediately  preceding  Distribution Date.
The Required  Overcollateralization  Amount may be reduced from time to time with notification
to the Rating Agencies.

        Residential Funding:  Residential Funding Corporation, a Delaware corporation,  in its
capacity as seller of the Mortgage  Loans to the  Depositor  and not in its capacity as Master
Servicer, and any successor thereto.

        Responsible  Officer:  When used with  respect  to the  Trustee,  any  officer  of the
Corporate  Trust  Department  of the Trustee,  including any Senior Vice  President,  any Vice
President,  any  Assistant  Vice  President,  any  Assistant  Secretary,  any Trust Officer or
Assistant  Trust  Officer,  or any other  officer  of the  Trustee  in each  case with  direct
responsibility for the administration of this Agreement.

        RFC Exemption:  As defined in Section 5.02(e)(ii).

        Rule  144A:  Rule 144A under the  Securities  Act of 1933,  as in effect  from time to
time.

        Securitization  Transaction:  Any  transaction  involving a sale or other  transfer of
mortgage loans  directly or indirectly to an issuing entity in connection  with an issuance of
publicly offered or privately placed, rated or unrated mortgage-backed securities.

        Senior Enhancement Percentage:  For any Distribution Date, the fraction,  expressed as
a  percentage,  the  numerator  of  which  is (x)  the sum of (i)  the  aggregate  Certificate
Principal  Balance  of the  Class M  Certificates  and  Class  B-1  Certificates  and (ii) the
Overcollateralization  Amount,  in  each  case  prior  to the  distribution  of the  Principal
Distribution  Amount  on such  Distribution  Date  and the  denominator  of  which  is (y) the
aggregate   Stated   Principal   Balance  of  the  Mortgage   Loans  after  giving  effect  to
distributions to be made on that Distribution Date.

        Servicing  Accounts:  The  account or  accounts  created  and  maintained  pursuant to
Section 3.08.

        Servicing  Advances:  All  customary,  reasonable  and necessary "out of pocket" costs
and expenses incurred in connection with a default,  delinquency or other  unanticipated event
by the Master  Servicer or a Subservicer  in the  performance  of its  servicing  obligations,
including,  but not limited to, the cost of (i) the  preservation,  restoration and protection
of  a  Mortgaged   Property,   (ii)  any  enforcement  or  judicial   proceedings,   including
foreclosures,  including  any  expenses  incurred  in relation  to any such  proceedings  that
result from the Mortgage Loan being  registered on the MERS System,  (iii) the  management and
liquidation  of any REO Property,  (iv) any  mitigation  procedures  implemented in accordance
with Section 3.07 and (v) compliance with the  obligations  under Sections 3.01,  3.08,  3.11,
3.12(a) and 3.14,  including,  if the Master  Servicer or any Affiliate of the Master Servicer
provides services such as appraisals and brokerage  services that are customarily  provided by
Persons other than servicers of mortgage loans, reasonable compensation for such services.

        Servicing Criteria:  The "servicing  criteria" set forth in Item 1122(d) of Regulation
AB, as such may be amended from time to time.

        Servicing  Fee:  With  respect to any Mortgage  Loan and  Distribution  Date,  the fee
payable  monthly to the Master  Servicer  in respect  of master  servicing  compensation  that
accrues at an annual rate equal to the Servicing Fee Rate  multiplied by the Stated  Principal
Balance of such  Mortgage  Loan as of the related  Due Date in the related Due Period,  as may
be adjusted pursuant to Section 3.16(e).

        Servicing Fee Rate:  With respect to any Mortgage Loan, the per annum rate  designated
on the  Mortgage  Loan  Schedule  as the "MSTR SERV FEE" as may be  adjusted  with  respect to
successor  Master  Servicers  as provided in Section  7.02,  which rate shall never be greater
than the Mortgage Rate of such Mortgage Loan.

        Servicing  Modification:  Any  reduction  of  the  interest  rate  on  or  the  Stated
Principal  Balance of a Mortgage  Loan, any extension of the final maturity date of a Mortgage
Loan,  and any increase to the Stated  Principal  Balance of a Mortgage  Loan by adding to the
Stated  Principal  Balance  unpaid  principal  and interest and other  amounts owing under the
Mortgage  Loan,  in each  case  pursuant  to a  modification  of a  Mortgage  Loan  that is in
default,  or for  which,  in the  judgment  of the  Master  Servicer,  default  is  reasonably
foreseeable in accordance with Section 3.07(a).

        Servicing  Officer:  Any officer of the Master  Servicer  involved in, or  responsible
for,  the  administration  and  servicing  of the  Mortgage  Loans  whose  name  and  specimen
signature  appear on a list of  servicing  officers  furnished  to the  Trustee on the Closing
Date by the Master Servicer, as such list may from time to time be amended.

        Sixty-Plus  Delinquency  Percentage:  With  respect to any  Distribution  Date and the
Mortgage Loans, the arithmetic  average,  for each of the three Distribution Dates ending with
such  Distribution  Date,  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.

        Standard & Poor's:  Standard & Poor's Ratings Services,  a division of The McGraw-Hill
Companies, Inc. or its successors in interest.

        Startup Date:  The day designated as such pursuant to Article X hereof.

        Stated Principal  Balance:  With respect to any Mortgage Loan or related REO Property,
at any given  time,  (i) the sum of (a) the Cut-off  Date  Principal  Balance of the  Mortgage
Loan,  (b) any  amount by which the Stated  Principal  Balance of the  Mortgage  Loan has been
increased  pursuant  to a  Servicing  Modification,  minus  (ii) the sum of (a) the  principal
portion of the  Monthly  Payments  due with  respect  to such  Mortgage  Loan or REO  Property
during each Due Period  commencing  on the first Due Period  after the Cut-Off Date and ending
with the Due Period related to the most recent  Distribution  Date which were received or with
respect to which an Advance was made, and (b) all Principal  Prepayments  with respect to such
Mortgage  Loan or REO  Property,  and all  Insurance  Proceeds,  Liquidation  Proceeds and REO
Proceeds,  to the  extent  applied  by the Master  Servicer  as  recoveries  of  principal  in
accordance  with Section  3.14 with respect to such  Mortgage  Loan or REO  Property,  in each
case which were  distributed  pursuant to Section  4.02 or 4.03 on any  previous  Distribution
Date,  and (c) any Realized Loss  incurred  with respect to such  Mortgage  Loan  allocated to
Certificateholders with respect thereto for any previous Distribution Date.

        Stepdown  Date:  The  Distribution  Date  which  is the  earlier  to  occur of (i) the
Distribution  Date  immediately  succeeding  the  Distribution  Date on  which  the  aggregate
Certificate  Principal  Balance of the Class A  Certificates  has been reduced to zero or (ii)
the later to occur of (x) the  Distribution  Date  occurring  in March  2009 and (y) the first
Distribution  Date on which the Senior  Enhancement  Percentage  is equal to or  greater  than
38.90%.

        Subordination:  The  provisions  described in Section 4.05 relating to the  allocation
of Realized Losses.

        Subordination  Percentage:  With  respect to the Class A  Certificates,  61.10%;  with
respect to the Class M-1  Certificates,  68.00%;  with respect to the Class M-2  Certificates,
74.10%;  with  respect to the Class M-3  Certificates,  78.00%;  with respect to the Class M-4
Certificates,  81.30%;  with respect to the Class M-5  Certificates,  84.70%;  with respect to
the Class M-6 Certificates,  87.60%; with respect to the Class M-7 Certificates,  90.10%; with
respect to the Class M-8  Certificates,  92.10%;  with respect to the Class M-9  Certificates,
94.10%; and with respect to the Class B-1 Certificates, 96.10%.

        Subsequent  Recoveries:  As of any Distribution  Date,  amounts received by the Master
Servicer (net of any related  expenses  permitted to be  reimbursed  pursuant to Section 3.10)
or surplus  amounts held by the Master Servicer to cover estimated  expenses  (including,  but
not  limited to,  recoveries  in respect of the  representations  and  warranties  made by the
related  Seller  pursuant to the  applicable  Seller's  Agreement  and assigned to the Trustee
pursuant to Section  2.04)  specifically  related to a Mortgage Loan that was the subject of a
Cash  Liquidation  or an REO  Disposition  prior to the  related  Prepayment  Period  and that
resulted in a Realized Loss.

        Subserviced  Mortgage Loan: Any Mortgage Loan that, at the time of reference  thereto,
is subject to a Subservicing Agreement.

        Subservicer:   Any  Person  with  whom  the  Master   Servicer   has  entered  into  a
Subservicing  Agreement and who generally  satisfied the requirements set forth in the Program
Guide in respect of the  qualification  of a  Subservicer  as of the date of its approval as a
Subservicer by the Master Servicer.

        Subservicer  Advance:  Any  delinquent  installment  of  principal  and  interest on a
Mortgage  Loan which is advanced  by the related  Subservicer  (net of its  Subservicing  Fee)
pursuant to the Subservicing Agreement.

        Subservicing  Account:  An account  established  by a Subservicer  in accordance  with
Section 3.08.

        Subservicing  Agreement:  The written  contract  between the Master  Servicer  and any
Subservicer  relating to servicing and  administration  of certain  Mortgage Loans as provided
in Section 3.02,  generally in the form of the servicer  contract  referred to or contained in
the Program  Guide or in such other form as has been  approved by the Master  Servicer and the
Depositor.

        Subservicing  Fee: With respect to any Mortgage Loan,  the fee payable  monthly to the
related  Subservicer  (or,  in the  case of a  Nonsubserviced  Mortgage  Loan,  to the  Master
Servicer)  in respect of  subservicing  and other  compensation  that  accrues with respect to
each  Distribution  Date at an annual rate equal to the  Subservicing  Fee Rate  multiplied by
the Stated  Principal  Balance of such Mortgage Loan as of the related Due Date in the related
Due Period.

        Subservicing  Fee Rate:  The per annum rate  designated  on the Mortgage Loan Schedule
as the "SUBSERV FEE".

        Tax  Returns:  The federal  income tax return on Internal  Revenue  Service Form 1066,
U.S.  Real  Estate  Mortgage  Investment  Conduit  Income  Tax  Return,  including  Schedule Q
thereto,  Quarterly  Notice to Residual  Interest  Holders of REMIC Taxable Income or Net Loss
Allocation,  or  any  successor  forms,  to be  filed  on  behalf  of  any  REMIC  due  to its
classification  as a REMIC  under  the  REMIC  Provisions,  together  with  any and all  other
information,   reports  or   returns   that  may  be   required   to  be   furnished   to  the
Certificateholders  or filed  with the  Internal  Revenue  Service  or any other  governmental
taxing authority under any applicable provisions of federal, state or local tax laws.

        Telerate Screen Page 3750:  As defined in Section 1.02.

        Transaction Party:  As defined in Section 12.02(a).

        Transfer: Any direct or indirect transfer,  sale, pledge,  hypothecation or other form
of assignment of any Ownership Interest in a Certificate.

        Transferee:  Any Person who is  acquiring  by  Transfer  any  Ownership  Interest in a
Certificate.

        Transferor:  Any Person who is  disposing by Transfer of any  Ownership  Interest in a
Certificate.

        Trigger Event: A Trigger Event is in effect with respect to any  Distribution  Date if
either (i) (A) with  respect  to any  Distribution  Date  (other  than the first  Distribution
Date), the three-month  average (or two  month-average in the case of the second  Distribution
Date) of the Sixty-Plus  Delinquency  Percentage,  as determined on that Distribution Date and
the immediately preceding two Distribution Dates (or immediately  preceding  Distribution Date
in the  case of the  second  Distribution  Date),  equals  or  exceeds  41.00%  of the  Senior
Enhancement  Percentage or (B) with respect to the first  Distribution  Date,  the  Sixty-Plus
Delinquency  Percentage,  as determined on that Distribution Date, equals or exceeds 41.00% of
the Senior  Enhancement  Percentage  or (ii) the  aggregate  amount of Realized  Losses on the
Mortgage Loans as a percentage of the Cut-off Date Balance  exceeds the applicable  amount set
forth below:

 March 2008 to February 2009..........   1.40% with respect to March 2008, plus an
                                         additional 1/12th of 1.80 % for each month
                                         thereafter.
 March 2009 to February 2010..........   3.20% with respect to March 2009, plus an
                                         additional 1/12th of 1.80% for each month
                                         thereafter.
 March 2010 to February 2011..........   5.00% with respect to March 2010, plus an
                                         additional 1/12th of 1.40% for each month
                                         thereafter.
 March 2011 to February 2012..........   6.40% with respect to March 2011, plus an
                                         additional 1/12th of 0.90% for each month
                                         thereafter.
 March 2012 and thereafter............   7.30%

        Trustee Information:  As specified in Section 12.05(a)(i)(A).

        Trust Fund:  The  segregated  pool of assets  subject  hereto,  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; (v) rights
under the Yield Maintenance  Agreement and any payments  thereunder;  and (vi) all proceeds of
clauses (i) through (v) above.

        Uncertificated Accrued Interest:  With respect to any REMIC I Regular Interest for any
Distribution  Date, one month's  interest at the related  Uncertificated  REMIC I Pass-Through
Rate for such Distribution Date, accrued on its Uncertificated  Principal Balance  immediately
prior to such  Distribution  Date.  Uncertificated  Accrued  Interest  for the REMIC I Regular
Interests  shall accrue on the basis of a 360-day year  consisting  of twelve  30-day  months.
For purposes of  calculating  the amount of  Uncertificated  Accrued  Interest for the REMIC I
Regular  Interests for any Distribution  Date, any Prepayment  Interest  Shortfalls and Relief
Act Shortfalls (to the extent not covered by Compensating  Interest)  relating to the Mortgage
Loans for any Distribution Date shall be allocated first, to  Uncertificated  Accrued Interest
payable to REMIC I Regular  Interest  AA and REMIC I Regular  Interest  ZZ up to an  aggregate
amount equal to the REMIC I Interest Loss Allocation  Amount,  98% and 2%,  respectively,  and
thereafter  any  remaining  Prepayment  Interest  Shortfalls  (to the  extent  not  covered by
Eligible Master Servicing  Compensation)  for any  Distribution  Date shall be allocated among
REMIC I Regular  Interest AA, REMIC I Regular  Interest  A-1,  REMIC I Regular  Interest  A-2,
REMIC I Regular  Interest A-3,  REMIC I Regular  Interest M-1,  REMIC I Regular  Interest M-2,
REMIC I Regular  Interest M-3,  REMIC I Regular  Interest M-1,  REMIC I Regular  Interest M-4,
REMIC I Regular  Interest M-5,  REMIC I Regular  Interest M-6,  REMIC I Regular  Interest M-7,
REMIC I Regular  Interest M-8,  REMIC I Regular  Interest M-9,  REMIC I Regular  Interest B-1,
and REMIC I Regular  Interest  ZZ, pro rata  based on,  and to the  extent of,  Uncertificated
Accrued Interest, as calculated without application of this sentence.

        Uncertificated  Notional  Amount:  With respect to the REMIC II Regular Interest SB-IO
component  of the Class SB  Certificates  and any  Distribution  Date,  an amount equal to the
aggregate  Uncertificated  Principal  Balance  of the  REMIC  I  Regular  Interests  for  such
Distribution Date.

        Uncertificated   Principal  Balance:  As  of  the  Closing  Date,  the  Uncertificated
Principal  Balance of each REMIC I Regular  Interest  shall  equal the amount set forth in the
Preliminary  Statement  hereto  as its  initial  Uncertificated  Principal  Balance.  On  each
Distribution  Date,  the  Uncertificated  Principal  Balance of each REMIC I Regular  Interest
shall  be  reduced  by all  distributions  of  principal  deemed  made on such  REMIC  Regular
Interest  on such  Distribution  Date  pursuant  to  Section  4.02 and,  if and to the  extent
necessary and  appropriate,  shall be further  reduced on such  Distribution  Date by Realized
Losses as  provided  in Section  4.05,  and the  Uncertificated  Principal  Balance of REMIC I
Regular  Interest ZZ shall be  increased  by the  related  interest  deferrals  as provided in
Section 4.02.  The  Uncertificated  Principal  Balance of each REMIC I Regular  Interest shall
never be less than  zero.  With  respect  to the REMIC II  Regular  Interest  SB-PO an initial
amount  equal to the  amount  set forth in the  Preliminary  Statement  hereto as its  initial
Uncertificated  Principal Balance.  On each Distribution  Date, the  Uncertificated  Principal
Balance of each REMIC II Regular  Interest shall be reduced by all  distributions of principal
deemed made on such REMIC  Regular  Interest  on such  Distribution  Date  pursuant to Section
4.02 and, if and to the extent  necessary and  appropriate,  shall be further  reduced on such
Distribution Date by Realized Losses as provided in Section 4.05.

        Uncertificated  REMIC I Pass-Through  Rate: With respect to any  Distribution  Date, a
per annum rate equal to the weighted  average of the Net Mortgage  Rates of the Mortgage Loans
in effect for the scheduled  Monthly  Payments due on such  Mortgage  Loans during the related
Due Period.

        Uninsured  Cause:  Any cause of damage to property subject to a Mortgage such that the
complete  restoration  of such  property  is not fully  reimbursable  by the hazard  insurance
policies.

        United  States  Person:  A citizen or resident of the United  States,  a  corporation,
partnership  or other  entity  (treated as a  corporation  or  partnership  for United  States
federal  income  tax  purposes)  created  or  organized  in, or under the laws of,  the United
States,  any state thereof,  or the District of Columbia (except in the case of a partnership,
to the extent  provided in Treasury  regulations)  provided that,  for purposes  solely of the
restrictions on the transfer of Class R  Certificates,  no partnership or other entity treated
as a partnership  for United States  federal  income tax purposes shall be treated as a United
States Person unless all persons that own an interest in such  partnership  either directly or
through any entity that is not a  corporation  for United States  federal  income tax purposes
are required by the applicable  operative  agreement to be United States Persons, or an estate
that is  described  in Section  7701(a)(30)(D)  of the Code,  or a trust that is  described in
Section 7701(a)(30)(E) of the Code.

        VA:  The Veterans Administration, or its successor.

        Voting Rights:  The portion of the voting rights of all of the  Certificates  which is
allocated to any  Certificate.  98.00% of all of the Voting  Rights  shall be allocated  among
Holders of the Class A, Class M and Class B-1  Certificates,  in proportion to the outstanding
Certificate  Principal  Balances  of their  respective  Certificates;  1% of all of the Voting
Rights shall be  allocated  among the Holders of the Class SB  Certificates;  0.50% and 0.50%,
of all of the Voting  Rights  shall be  allocated  to each of the Holders of the Class R-I and
Class R-II  Certificates,  respectively;  in each case to be allocated among the  Certificates
of such Class in accordance with their respective Percentage Interest.

        Yield Maintenance Agreement:  The yield maintenance  agreement,  effective as of March
2, 2006, between the Yield Maintenance  Agreement  Provider and the Trustee,  on behalf of the
Trust,  which  agreement  provides  for  Yield  Maintenance  Payments  and  Yield  Maintenance
Termination  Payments  to  be  paid,  as  provided  therein,   together  with  any  schedules,
confirmations or other agreements relating thereto, attached hereto as Exhibit U.







        Yield Maintenance  Agreement  Notional Balance:  With respect to any Distribution Date
specified  below  and the  Yield  Maintenance  Agreement,  the  lesser  of  (1) the  aggregate
Certificate  Principal Balance of the Class A, Class M and Class B-1 Certificates  immediately
prior to that  Distribution  Date and (2) the  amount  specified  below for that  Distribution
Date:

                         NOTIONAL                          NOTIONAL
  DISTRIBUTION DATE     BALANCE ($)   DISTRIBUTION DATE  BALANCE ($)
March 2006.........    745,180,000.00 September 2008...  232,557,169.88
April 2006.........    741,630,189.83 October 2008.....  222,351,970.68
May 2006...........    734,468,415.92 November 2008....  212,587,107.88
June 2006..........    725,197,219.14 December 2008....  203,243,019.05
July 2006..........    713,822,983.97 January 2009.....  194,301,035.64
August 2006........    700,363,068.64 February 2009....  185,748,996.68
September 2006.....    684,859,710.73 March 2009.......  177,563,709.19
October 2006.......    667,361,777.97 April 2009.......  176,622,919.70
November 2006......    647,944,178.35 May 2009.........  169,385,660.79
December 2006......    627,158,697.70 June 2009........  162,457,435.31
January 2007.......    605,170,041.76 July 2009........  155,824,621.68
February 2007......    582,501,141.64 August 2009......  149,477,222.59
March 2007.........    560,671,744.48 September 2009...  143,399,530.12
April 2007.........    539,650,484.65 October 2009.....  137,579,698.76
May 2007...........    519,402,719.71 November 2009....  132,006,415.68
June 2007..........    499,886,480.81 December 2009....  126,668,876.41
July 2007..........    481,075,212.70 January 2010.....  121,556,761.63
August 2007........    462,962,221.99 February 2010....  116,660,256.14
September 2007.....    445,521,201.47 March 2010.......  111,969,900.71
October 2007.......    428,729,537.32 April 2010.......  107,476,702.88
November 2007......    412,155,924.39 May 2010.........  103,114,064.95
December 2007......    393,418,774.12 June 2010........  98,840,211.73
January 2008.......    366,297,734.79 July 2010........  94,745,138.54
February 2008......    341,173,272.07 August 2010......  90,821,084.63
March 2008.........    317,916,974.11 September 2010...  87,060,635.45
April 2008.........    296,575,789.72 October 2010.....  83,456,706.93
May 2008...........    278,250,244.16 November 2010....  80,002,530.44
June 2008..........    266,052,771.15 December 2010....  76,691,638.48
July 2008..........    254,384,947.73 January 2011.....  73,516,970.13
August 2008........    243,223,197.48


        Yield Maintenance  Agreement Provider:  The yield maintenance agreement provider under
the Yield  Maintenance  Agreement  required to make payments to the Trustee for payment to the
Trust Fund  pursuant to the terms of the Yield  Maintenance  Agreement,  and any  successor in
interest or assign.  Initially,  the Yield  Maintenance  Agreement  Provider shall be Deutsche
Bank AG, New York Branch.

        Yield Maintenance  Agreement  Termination  Payment:  Upon the designation of an "Early
Termination  Date" as defined in the Yield  Maintenance  Agreement,  the payment to be made by
the Yield  Maintenance  Agreement  Provider  to the  Trustee  for  payment  to the Trust  Fund
pursuant to the terms of the Yield Maintenance Agreement.

        Yield  Maintenance  Payment:  With  respect to each  Distribution  Date,  any  payment
received by the Trustee,  on behalf of the Trust Fund,  from the Yield  Maintenance  Agreement
Provider  pursuant  to the terms of the Yield  Maintenance  Agreement,  with  respect  to such
Distribution  Date,  provided that such payment shall not include any payment  received by the
Trustee,  on behalf of the  Trust  Fund,  that is a Yield  Maintenance  Agreement  Termination
Payment, except as set forth in Section 4.09(e).

Section 1.02.  Determination of LIBOR.

        LIBOR applicable to the calculation of the  Pass-Through  Rate on the Class A, Class M
and Class B-1  Certificates  for any Interest  Accrual Period will be determined on each LIBOR
Rate  Adjustment  Date. On each LIBOR Rate  Adjustment  Date, or if such LIBOR Rate Adjustment
Date is not a  Business  Day,  then on the  next  succeeding  Business  Day,  LIBOR  shall  be
established  by the Trustee and, as to any Interest  Accrual  Period,  will equal the rate for
one month United  States dollar  deposits that appears on the Telerate  Screen Page 3750 as of
11:00 A.M.,  London time,  on such LIBOR Rate  Adjustment  Date.  "Telerate  Screen Page 3750"
means the display  designated as page 3750 on the Bridge Telerate  Service (or such other page
as may  replace  page 3750 on that  service  for the purpose of  displaying  London  interbank
offered rates of major  banks).  If such rate does not appear on such page (or such other page
as may replace  that page on that  service,  or if such  service is no longer  offered,  LIBOR
shall be so  established  by use of such other  service  for  displaying  LIBOR or  comparable
rates as may be selected by the Trustee  after  consultation  with the Master  Servicer),  the
rate will be the  Reference  Bank Rate.  The  "Reference  Bank Rate" will be determined on the
basis of the rates at which  deposits  in U.S.  Dollars  are  offered by the  reference  banks
(which  shall be any  three  major  banks  that are  engaged  in  transactions  in the  London
interbank market,  selected by the Trustee after  consultation with the Master Servicer) as of
11:00  A.M.,  London  time,  on the LIBOR Rate  Adjustment  Date to prime  banks in the London
interbank  market for a period of one month in amounts  approximately  equal to the  aggregate
Certificate  Principal  Balance  of the  Class A,  Class M and  Class  B-1  Certificates  then
outstanding.  The Trustee shall  request the principal  London office of each of the reference
banks to provide a quotation of its rate. If at least two such  quotations  are provided,  the
rate will be the arithmetic  mean of the quotations  rounded up to the next multiple of 1/16%.
If on such date fewer than two  quotations  are  provided as  requested,  the rate will be the
arithmetic  mean of the rates quoted by one or more major banks in New York City,  selected by
the Trustee  after  consultation  with the Master  Servicer,  as of 11:00 A.M.,  New York City
time,  on such date for loans in U.S.  Dollars to leading  European  banks for a period of one
month in amounts  approximately  equal to the aggregate  Certificate  Principal Balance of the
Class A, Class M and Class B-1  Certificates  then  outstanding.  If no such quotations can be
obtained,  the rate will be LIBOR for the  prior  Distribution  Date;  provided  however,  if,
under the priorities  described above,  LIBOR for a Distribution  Date would be based on LIBOR
for the previous  Distribution Date for the third consecutive  Distribution Date, the Trustee,
after  consultation  with the Master  Servicer,  shall select an alternative  comparable index
(over which the Trustee has no control),  used for determining  one-month  Eurodollar  lending
rates that is  calculated  and  published (or  otherwise  made  available)  by an  independent
party.  The  establishment  of LIBOR by the Trustee on any LIBOR Rate  Adjustment Date and the
Trustee's  subsequent  calculation of the Pass-Through  Rates applicable to the Class A, Class
M and Class B-1  Certificates  for the relevant  Interest  Accrual  Period,  in the absence of
manifest  error,  will be final and binding.  Promptly  following  each LIBOR Rate  Adjustment
Date the Trustee  shall supply the Master  Servicer with the results of its  determination  of
LIBOR on such  date.  Furthermore,  the  Trustee  shall  supply  to any  Certificateholder  so
requesting  by calling the Trustee at  1-800-934-6802  the  Pass-Through  Rate on the Class A,
Class M and Class B-1  Certificates  for the current and the  immediately  preceding  Interest
Accrual Period.

ARTICLE II
                                CONVEYANCE OF MORTGAGE LOANS;
                              ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01.  Conveyance of Mortgage Loans.

(a)     The  Depositor,  concurrently  with the  execution  and delivery  hereof,  does hereby
assign to the Trustee without  recourse all the right,  title and interest of the Depositor in
and to (i) the Mortgage  Loans,  including  all  interest and  principal on or with respect to
the Mortgage  Loans due on or after the Cut-off  Date (other than Monthly  Payments due on the
Mortgage Loans in the month of the Cut-off Date);  and (ii) all proceeds of the foregoing.  In
addition,  on the  Closing  Date,  the  Trustee  is hereby  directed  to enter  into the Yield
Maintenance  Agreement  on  behalf of the Trust  Fund  with the  Yield  Maintenance  Agreement
Provider.

        The Depositor,  the Master Servicer and the Trustee agree that it is not intended that
any  mortgage  loan be included in the Trust Fund that is either (i) a  "High-Cost  Home Loan"
as defined in the New Jersey Home Ownership  Security Act effective  November 27, 2003, (ii) a
"High-Cost  Home  Loan" as  defined  in the New  Mexico  Home Loan  Protection  Act  effective
January  1,  2004,  (iii) a "High Cost Home  Mortgage  Loan" as  defined in the  Massachusetts
Predatory Home Loan Practices Act effective  November 7, 2004 or (iv) a "High-Cost  Home Loan"
as defined in the Indiana Home Loan Practices Act effective as of January 1, 2005.

(b)     In connection with such assignment,  and  contemporaneously  with the delivery of this
Agreement,  the Depositor  delivered or caused to be delivered  hereunder to the Trustee,  the
Yield  Maintenance  Agreement (the delivery of which shall evidence that the fixed payment for
the Yield  Maintenance  Agreement  has been paid and the Trustee and the Trust Fund shall have
no further  payment  obligation  thereunder  and that such fixed  payment has been  authorized
hereby),  and  except as set forth in Section  2.01(c)  below and  subject to Section  2.01(d)
below,  the Depositor does hereby  deliver to, and deposit with,  the Trustee,  or to and with
one or more  Custodians,  as the  duly  appointed  agent or  agents  of the  Trustee  for such
purpose,  the  following  documents  or  instruments  (or copies  thereof as permitted by this
Section) with respect to each Mortgage Loan so assigned:

(i)     The original Mortgage Note,  endorsed without recourse to the order of the Trustee and
        showing an unbroken chain of  endorsements  from the originator  thereof to the Person
        endorsing  it to the Trustee,  or with  respect to any  Destroyed  Mortgage  Note,  an
        original lost note affidavit from the related  Seller or Residential  Funding  stating
        that the original  Mortgage  Note was lost,  misplaced or  destroyed,  together with a
        copy of the related Mortgage Note;

(ii)    The original  Mortgage,  noting the  presence of the MIN of the Mortgage  Loan (if the
        Mortgage  Loan is Registered  on the MERS(R)System) and language  indicating  that the
        Mortgage  Loan is a MOM Loan if the  Mortgage  Loan is a MOM Loan,  with  evidence  of
        recording  indicated  thereon or, if the original  Mortgage has not yet been  returned
        from the public  recording  office,  a copy of the original  Mortgage with evidence of
        recording indicated thereon;

(iii)   Unless the Mortgage Loan is registered on the MERS(R)System,  the Assignment (which may
        be included in one or more blanket  assignments if permitted by applicable law) of the
        Mortgage to the Trustee  with  evidence of  recording  indicated  thereon or a copy of
        such assignment with evidence of recording indicated thereon;

(iv)    The original  recorded  assignment or assignments of the Mortgage  showing an unbroken
        chain of title from the  originator  to the Person  assigning it to the Trustee (or to
        MERS,  if the Mortgage  Loan is registered on the MERS(R)System and noting the presence
        of a MIN) with evidence of recordation  noted thereon or attached  thereto,  or a copy
        of  such  assignment  or  assignments  of the  Mortgage  with  evidence  of  recording
        indicated thereon; and

(v)     The original of each modification,  assumption  agreement or preferred loan agreement,
        if any,  relating to such Mortgage  Loan, or a copy of each  modification,  assumption
        agreement or preferred loan agreement.

        The Depositor  may, in lieu of  delivering  the original of the documents set forth in
Section  2.01(b)(ii),  (iii), (iv) and (v) (or copies thereof as permitted by Section 2.01(b))
to the Trustee or the  Custodian,  deliver  such  documents  to the Master  Servicer,  and the
Master  Servicer  shall hold such  documents  in trust for the use and  benefit of all present
and future  Certificateholders  until such time as is set forth in the next  sentence.  Within
thirty  Business  Days  following the earlier of (i) the receipt of the original of all of the
documents or  instruments  set forth in Section  2.01(b)(ii),  (iii),  (iv) and (v) (or copies
thereof as permitted by such  Section)  for any  Mortgage  Loan and (ii) a written  request by
the Trustee to deliver those  documents  with respect to any or all of the Mortgage Loans then
being held by the Master  Servicer,  the Master  Servicer shall deliver a complete set of such
documents to the Trustee or the Custodian that is the duly appointed agent of the Trustee.

(c)     Notwithstanding  the  provisions of Section  2.01(b),  in the event that in connection
with any Mortgage  Loan, if the  Depositor  cannot  deliver the original of the Mortgage,  any
assignment,  modification,  assumption  agreement or preferred loan agreement (or copy thereof
as permitted by Section  2.01(b)) with  evidence of recording  thereon  concurrently  with the
execution  and  delivery  of this  Agreement  because  of (i) a  delay  caused  by the  public
recording  office  where such  Mortgage,  assignment,  modification,  assumption  agreement or
preferred  loan agreement as the case may be, has been  delivered for  recordation,  or (ii) a
delay in the receipt of certain  information  necessary  to prepare  the related  assignments,
the  Depositor  shall  deliver  or cause to be  delivered  to the  Trustee  or the  respective
Custodian  a  copy  of  such  Mortgage,  assignment,  modification,  assumption  agreement  or
preferred loan agreement.

        The Depositor  shall  promptly cause to be recorded in the  appropriate  public office
for real  property  records the  Assignment  referred to in clause  (iii) of Section  2.01(b),
except (a) in states  where,  in the  Opinion of Counsel  acceptable  to the Master  Servicer,
such  recording is not  required to protect the  Trustee's  interests in the Mortgage  Loan or
(b) if  MERS is  identified  on the  Mortgage  or on a  properly  recorded  assignment  of the
Mortgage  as the  mortgagee  of record  solely as  nominee  for  Residential  Funding  and its
successors  and assigns.  If any  Assignment  is lost or returned  unrecorded to the Depositor
because of any defect  therein,  the Depositor  shall prepare a substitute  Assignment or cure
such defect,  as the case may be, and cause such  Assignment to be recorded in accordance with
this paragraph.  The Depositor shall promptly  deliver or cause to be delivered to the Trustee
or the respective  Custodian  such Mortgage or  Assignment,  as applicable (or copy thereof as
permitted  by Section  2.01(b)),  with  evidence of recording  indicated  thereon upon receipt
thereof from the public recording office or from the related Subservicer or Seller.

        If the Depositor  delivers to the Trustee or Custodian any Mortgage Note or Assignment
of Mortgage in blank,  the Depositor  shall,  or shall cause the  Custodian  to,  complete the
endorsement  of the Mortgage  Note and the  Assignment  of Mortgage in the name of the Trustee
in conjunction  with the Interim  Certification  issued by the Custodian,  as  contemplated by
Section 2.02.

        Any of the items set forth in Sections  2.01(b)(ii),  (iii),  (iv) and (v) that may be
delivered  as a copy  rather  than  the  original  may be  delivered  to  the  Trustee  or the
Custodian.

        In  connection  with the  assignment  of any  Mortgage  Loan  registered  on the MERS(R)
System,  the Depositor  further  agrees that it will cause,  at the  Depositor's  own expense,
within 30  Business  Days after the  Closing  Date,  the MERS(R)System to  indicate  that such
Mortgage  Loans have been  assigned by the  Depositor to the Trustee in  accordance  with this
Agreement for the benefit of the  Certificateholders  by including  (or deleting,  in the case
of Mortgage Loans which are  repurchased in accordance  with this  Agreement) in such computer
files (a) the code in the field  which  identifies  the  specific  Trustee and (b) the code in
the field "Pool Field" which  identifies the series of the  Certificates  issued in connection
with such Mortgage Loans.  The Depositor  further agrees that it will not, and will not permit
the Master  Servicer  to, and the Master  Servicer  agrees  that it will not,  alter the codes
referenced  in this  paragraph  with  respect  to any  Mortgage  Loan  during the term of this
Agreement  unless and until such Mortgage Loan is repurchased in accordance  with the terms of
this Agreement.

(d)     It is intended  that the  conveyances  by the Depositor to the Trustee of the Mortgage
Loans as provided for in this  Section  2.01 be  construed  as a sale by the  Depositor to the
Trustee of the Mortgage Loans for the benefit of the  Certificateholders.  Further,  it is not
intended  that any such  conveyance  be  deemed to be a pledge  of the  Mortgage  Loans by the
Depositor to the Trustee to secure a debt or other  obligation of the Depositor.  However,  in
the event that the Mortgage  Loans are held to be property of the Depositor or of  Residential
Funding,  or if for any reason this Agreement is held or deemed to create a security  interest
in the Mortgage  Loans,  then it is intended that (a) this  Agreement  shall also be deemed to
be a security  agreement  within  the  meaning  of  Articles  8 and 9 of the New York  Uniform
Commercial Code and the Uniform  Commercial  Code of any other  applicable  jurisdiction;  (b)
the  conveyances  provided  for in this  Section 2.01 shall be deemed to be (1) a grant by the
Depositor to the Trustee of a security  interest in all of the  Depositor's  right  (including
the  power to convey  title  thereto),  title and  interest,  whether  now owned or  hereafter
acquired,  in and to (A) the  Mortgage  Loans,  including  (a) the related  Mortgage  Note and
Mortgage,  and (b) any  insurance  policies and all other  documents  in the related  Mortgage
File,  (B) all  amounts  payable  pursuant  to the  Mortgage  Loans or the  Yield  Maintenance
Agreement  in  accordance  with the terms  thereof  and (C) any and all  general  intangibles,
payment  intangibles,   accounts,  chattel  paper,  instruments,   documents,  money,  deposit
accounts,   certificates  of  deposit,  goods,  letters  of  credit,  advices  of  credit  and
investment  property  and other  property  of whatever  kind or  description  now  existing or
hereafter  acquired  consisting of, arising from or relating to any of the foregoing,  and all
proceeds  of  the  conversion,   voluntary  or  involuntary,   of  the  foregoing  into  cash,
instruments,  securities or other  property,  including  without  limitation  all amounts from
time to time held or invested in the  Certificate  Account or the Custodial  Account,  whether
in the form of cash,  instruments,  securities or other  property and (2) an assignment by the
Depositor  to the Trustee of any  security  interest in any and all of  Residential  Funding's
right  (including the power to convey title  thereto),  title and interest,  whether now owned
or hereafter  acquired,  in and to the property described in the foregoing clauses (1)(A), (B)
and  (C)  granted  by  Residential  Funding  to  the  Depositor  pursuant  to  the  Assignment
Agreement;  (c) the  possession  by the  Trustee,  the  Custodian  or any  other  agent of the
Trustee of Mortgage  Notes or such other items of  property  as they  constitute  instruments,
money,  payment  intangibles,  negotiable  documents,  goods,  deposit  accounts,  letters  of
credit,  advices of credit,  investment  property,  certificated  securities  or chattel paper
shall be deemed to be  "possession  by the secured  party," or  possession by a purchaser or a
person  designated by such secured  party,  for purposes of perfecting  the security  interest
pursuant to the Uniform  Commercial  Code as in effect in the States of New York and Minnesota
and any  other  applicable  jurisdiction;  and  (d)  notifications  to  persons  holding  such
property,  and acknowledgments,  receipts or confirmations from persons holding such property,
shall be  deemed  notifications  to,  or  acknowledgments,  receipts  or  confirmations  from,
securities  intermediaries,  bailees or agents of, or persons holding for, (as applicable) the
Trustee for the purpose of perfecting such security interest under applicable law.

        The Depositor and, at the Depositor's  direction,  Residential Funding and the Trustee
shall, to the extent  consistent with this Agreement,  take such reasonable  actions as may be
necessary to ensure that, if this Agreement  were deemed to create a security  interest in the
Mortgage  Loans and the other  property  described  above,  such  security  interest  would be
deemed to be a perfected  security  interest of first priority  under  applicable law and will
be maintained as such throughout the term of this Agreement.  Without  limiting the generality
of the  foregoing,  the  Depositor  shall  prepare and deliver to the Trustee not less than 15
days prior to any filing date and,  the Trustee  shall  forward for filing,  or shall cause to
be forwarded for filing,  at the expense of the Depositor,  all filings  necessary to maintain
the  effectiveness of any original filings  necessary under the Uniform  Commercial Code as in
effect in any  jurisdiction  to perfect  the  Trustee's  security  interest  in or lien on the
Mortgage Loans, as evidenced by an Officers'  Certificate of the Depositor,  including without
limitation (x)  continuation  statements,  and (y) such other  statements as may be occasioned
by (1) any  change  of  name of  Residential  Funding,  the  Depositor  or the  Trustee  (such
preparation  and filing shall be at the expense of the Trustee,  if  occasioned by a change in
the  Trustee's  name),  (2) any  change  of  location  of the place of  business  or the chief
executive  office of Residential  Funding or the Depositor or (3) any transfer of any interest
of Residential Funding or the Depositor in any Mortgage Loan.

Section 2.02.  Acceptance by Trustee.

        The Trustee  acknowledges  receipt (or,  with respect to Mortgage  Loans  subject to a
Custodial  Agreement,  and  based  solely  upon a receipt  or  certification  executed  by the
Custodian,  receipt by the respective  Custodian as the duly  appointed  agent of the Trustee)
of the  documents  referred to in Section  2.01(b)(i)  above (except that for purposes of such
acknowledgement  only, a Mortgage  Note may be endorsed in blank and an Assignment of Mortgage
may be in blank) and declares  that it, or a Custodian as its agent,  holds and will hold such
documents and the other  documents  constituting a part of the Mortgage Files delivered to it,
or a  Custodian  as its  agent,  in trust for the use and  benefit of all  present  and future
Certificateholders.  The Trustee or  Custodian  (such  Custodian  being so  obligated  under a
Custodial  Agreement) agrees, for the benefit of  Certificateholders,  to review each Mortgage
File  delivered  to it pursuant to Section  2.01(b)  within 45 days after the Closing  Date to
ascertain that all required  documents  (specifically as set forth in Section  2.01(b)),  have
been executed and received,  and that such documents  relate to the Mortgage Loans  identified
on the  Mortgage  Loan  Schedule,  as  supplemented,  that have been  conveyed  to it,  and to
deliver to the Trustee a  certificate  (the  "Interim  Certification")  to the effect that all
documents  required to be delivered  pursuant to Section  2.01(b) above have been executed and
received and that such  documents  relate to the  Mortgage  Loans  identified  on the Mortgage
Loan  Schedule,  except for any  exceptions  listed on  Schedule A  attached  to such  Interim
Certification.  Upon delivery of the Mortgage  Files by the Depositor or the Master  Servicer,
the Trustee  shall  acknowledge  receipt  (or,  with  respect to Mortgage  Loans  subject to a
Custodial   Agreement,   and  based  solely  upon  a  receipt  or  certification  (the  "Final
Certification")  executed by the Custodian,  receipt by the  respective  Custodian as the duly
appointed agent of the Trustee) of the documents referred to in Section 2.01(b) above.

        If  the  Custodian,   as  the  Trustee's  agent,   finds  any  document  or  documents
constituting  a  part  of a  Mortgage  File  to be  missing  or  defective,  upon  receipt  of
notification  from the Custodian as specified in the  succeeding  sentence,  the Trustee shall
promptly so notify or cause the  Custodian to notify the Master  Servicer  and the  Depositor;
provided,  that if the Mortgage  Loan related to such Mortgage File is listed on Schedule A of
the Assignment Agreement,  no notification shall be necessary.  Pursuant to Section 2.3 of the
Custodial  Agreement,  the Custodian  will notify the Master  Servicer,  the Depositor and the
Trustee of any such  omission or defect  found by it in respect of any  Mortgage  File held by
it in respect  of the items  received  by it  pursuant  to the  Custodial  Agreement.  If such
omission or defect  materially  and adversely  affects the  interests in the related  Mortgage
Loan  of the  Certificateholders,  the  Master  Servicer  shall  promptly  notify  Residential
Funding of such omission or defect and request that  Residential  Funding correct or cure such
omission  or defect  within 60 days from the date the Master  Servicer  was  notified  of such
omission or defect  and,  if  Residential  Funding  does not correct or cure such  omission or
defect within such period,  then  Residential  Funding shall  purchase such Mortgage Loan from
the Trust Fund at its Purchase  Price,  in either case within 90 days from the date the Master
Servicer  was  notified of such  omission or defect;  provided  that if the omission or defect
would cause the Mortgage  Loan to be other than a  "qualified  mortgage" as defined in Section
860G(a)(3) of the Code,  any such cure or  repurchase  must occur within 90 days from the date
such breach was discovered;  and provided  further,  that no cure,  substitution or repurchase
shall be  required  if such  omission  or defect is in respect of a  Mortgage  Loan  listed on
Schedule A of the  Assignment  Agreement.  The Purchase Price for any such Mortgage Loan shall
be  deposited  or caused to be  deposited  by the Master  Servicer  in the  Custodial  Account
maintained  by it  pursuant  to  Section  3.07 and,  upon  receipt  by the  Trustee of written
notification of such deposit signed by a Servicing Officer,  the Trustee or any Custodian,  as
the case may be,  shall  release to  Residential  Funding  the related  Mortgage  File and the
Trustee shall execute and deliver such  instruments of transfer or assignment  prepared by the
Master Servicer,  in each case without recourse,  as shall be necessary to vest in Residential
Funding or its  designee  any Mortgage  Loan  released  pursuant  hereto and  thereafter  such
Mortgage  Loan shall not be part of the Trust  Fund.  It is  understood  and  agreed  that the
obligation  of  Residential  Funding,  to so cure or purchase any Mortgage  Loan as to which a
material and adverse defect in or omission of a constituent  document exists shall  constitute
the sole remedy  respecting  such defect or omission  available to  Certificateholders  or the
Trustee on behalf of Certificateholders.

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

(a)     The Master Servicer  hereby  represents and warrants to the Trustee for the benefit of
the Certificateholders that:

(i)     The Master  Servicer is a corporation  duly  organized,  validly  existing and in good
        standing  under the laws  governing  its creation and  existence  and is or will be in
        compliance  with the laws of each state in which any Mortgaged  Property is located to
        the extent necessary to ensure the  enforceability of each Mortgage Loan in accordance
        with the terms of this Agreement;

(ii)    The  execution  and  delivery  of  this  Agreement  by the  Master  Servicer  and  its
        performance  and  compliance  with the terms of this  Agreement  will not  violate the
        Master  Servicer's  Certificate  of  Incorporation  or Bylaws or constitute a material
        default (or an event which,  with notice or lapse of time, or both, would constitute a
        material  default) under, or result in the material breach of, any material  contract,
        agreement or other  instrument to which the Master Servicer is a party or which may be
        applicable to the Master Servicer or any of its assets;

(iii)   This Agreement, assuming due authorization,  execution and delivery by the Trustee and
        the  Depositor,  constitutes  a valid,  legal and  binding  obligation  of the  Master
        Servicer,  enforceable  against  it in  accordance  with the terms  hereof  subject to
        applicable  bankruptcy,   insolvency,   reorganization,   moratorium  and  other  laws
        affecting the enforcement of creditors' rights generally and to general  principles of
        equity,  regardless  of whether such  enforcement  is  considered  in a proceeding  in
        equity or at law;

(iv)    The  Master  Servicer  is not in  default  with  respect to any order or decree of any
        court  or any  order,  regulation  or  demand  of any  federal,  state,  municipal  or
        governmental  agency,  which default might have consequences that would materially and
        adversely  affect  the  condition  (financial  or other) or  operations  of the Master
        Servicer or its properties or might have consequences that would materially  adversely
        affect its performance hereunder;

(v)     No  litigation  is  pending  or,  to the  best  of the  Master  Servicer's  knowledge,
        threatened  against the Master  Servicer  which would  prohibit its entering into this
        Agreement or performing its obligations under this Agreement;

(vi)    The Master  Servicer shall comply in all material  respects in the performance of this
        Agreement  with all  reasonable  rules and  requirements  of each  insurer  under each
        Required Insurance Policy;

(vii)   No information,  certificate of an officer,  statement  furnished in writing or report
        delivered  to the  Depositor,  any  Affiliate  of the  Depositor or the Trustee by the
        Master  Servicer  will,  to the knowledge of the Master  Servicer,  contain any untrue
        statement  of a  material  fact  or  omit  a  material  fact  necessary  to  make  the
        information, certificate, statement or report not misleading;

(viii)  The  Master  Servicer  has  examined  each  existing,   and  will  examine  each  new,
        Subservicing  Agreement and is or will be familiar with the terms  thereof.  The terms
        of  each  existing  Subservicing   Agreement  and  each  designated   Subservicer  are
        acceptable  to the Master  Servicer and any new  Subservicing  Agreements  will comply
        with the provisions of Section 3.02; and

(ix)    The  Master  Servicer  is a member of MERS in good  standing,  and will  comply in all
        material  respects  with the  rules  and  procedures  of MERS in  connection  with the
        servicing of the Mortgage Loans that are registered with MERS.

        It is understood and agreed that the  representations and warranties set forth in this
Section  2.03(a) shall survive  delivery of the  respective  Mortgage  Files to the Trustee or
any Custodian.  Upon discovery by either the Depositor,  the Master  Servicer,  the Trustee or
any  Custodian  of a breach  of any  representation  or  warranty  set  forth in this  Section
2.03(a) which  materially  and adversely  affects the interests of the  Certificateholders  in
any Mortgage Loan, the party  discovering  such breach shall give prompt written notice to the
other parties (any Custodian being so obligated under a Custodial  Agreement).  Within 90 days
of its  discovery or its receipt of notice of such breach,  the Master  Servicer  shall either
(i) cure such breach in all  material  respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related  document,  purchase such Mortgage Loan from the Trust
Fund at the Purchase  Price and in the manner set forth in Section 2.02;  provided that if the
breach  would cause the Mortgage  Loan to be other than a  "qualified  mortgage" as defined in
Section  860G(a)(3) of the Code,  any such cure or  repurchase  must occur within 90 days from
the date such  breach was  discovered.  The  obligation  of the Master  Servicer  to cure such
breach or to so purchase such Mortgage Loan shall  constitute  the sole remedy in respect of a
breach of a  representation  and warranty set forth in this Section  2.03(a)  available to the
Certificateholders or the Trustee on behalf of the Certificateholders.

(b)     The  Depositor  hereby  represents  and warrants to the Trustee for the benefit of the
Certificateholders  that as of the Closing Date (or, if otherwise  specified  below, as of the
date so  specified):  (i) the  information  set forth in Exhibit G hereto with respect to each
Mortgage Loan or the Mortgage  Loans,  as the case may be, is true and correct in all material
respects  at  the  respective  date  or  dates  which  such  information  is  furnished;  (ii)
immediately  prior to the conveyance of the Mortgage  Loans to the Trustee,  the Depositor had
good title to, and was the sole owner of,  each  Mortgage  Loan free and clear of any  pledge,
lien,   encumbrance  or  security  interest  (other  than  rights  to  servicing  and  related
compensation)  and such conveyance  validly  transfers  ownership of the Mortgage Loans to the
Trustee free and clear of any pledge, lien,  encumbrance or security interest;  and (iii) each
Mortgage Loan  constitutes a qualified  mortgage under Section  860G(a)(3)(A)  of the Code and
Treasury Regulations Section 1.860G-2(a)(1).

        It is understood and agreed that the  representations and warranties set forth in this
Section  2.03(b) shall survive  delivery of the  respective  Mortgage  Files to the Trustee or
any Custodian.

        Upon  discovery  by any of the  Depositor,  the Master  Servicer,  the  Trustee or any
Custodian of a breach of any of the  representations  and warranties set forth in this Section
2.03(b) which  materially  and adversely  affects the interests of the  Certificateholders  in
any Mortgage Loan, the party  discovering  such breach shall give prompt written notice to the
other  parties (any  Custodian  being so  obligated  under a Custodial  Agreement);  provided,
however,  that in the  event of a breach  of the  representation  and  warranty  set  forth in
Section  2.03(b)(iii),  the party  discovering  such breach shall give such notice within five
days of  discovery.  Within 90 days of its  discovery or its receipt of notice of breach,  the
Depositor  shall either (i) cure such breach in all material  respects or (ii)  purchase  such
Mortgage  Loan from the  Trust  Fund at the  Purchase  Price  and in the  manner  set forth in
Section  2.02;  provided  that the  Depositor  shall have the option to substitute a Qualified
Substitute  Mortgage Loan or Loans for such Mortgage Loan if such  substitution  occurs within
two years  following  the Closing  Date;  provided  that if the omission or defect would cause
the  Mortgage  Loan to be other than a "qualified  mortgage" as defined in Section  860G(a)(3)
of the Code,  any such cure,  substitution  or  repurchase  must occur within 90 days from the
date such breach was  discovered.  Any such  substitution  shall be effected by the  Depositor
under  the same  terms and  conditions  as  provided  in  Section  2.04 for  substitutions  by
Residential  Funding.  It is  understood  and agreed that the  obligation  of the Depositor to
cure such breach or to so  purchase or  substitute  for any  Mortgage  Loan as to which such a
breach has  occurred  and is  continuing  shall  constitute  the sole remedy  respecting  such
breach   available   to   the   Certificateholders   or  the   Trustee   on   behalf   of  the
Certificateholders.  Notwithstanding  the  foregoing,  the Depositor  shall not be required to
cure  breaches  or purchase  or  substitute  for  Mortgage  Loans as provided in this  Section
2.03(b) if the substance of the breach of a  representation  set forth above also  constitutes
fraud in the origination of the Mortgage Loan.

Section 2.04.  Representations and Warranties of Residential Funding.

        The  Depositor,  as assignee of Residential  Funding under the  Assignment  Agreement,
hereby  assigns to the  Trustee for the  benefit of the  Certificateholders  all of its right,
title and  interest in respect of the  Assignment  Agreement  applicable  to a Mortgage  Loan.
Insofar as the Assignment  Agreement  relates to the  representations  and warranties  made by
Residential  Funding in respect of such  Mortgage  Loan and any remedies  provided  thereunder
for any breach of such  representations and warranties,  such right, title and interest may be
enforced by the Master Servicer on behalf of the Trustee and the Certificateholders.

        Upon  the  discovery  by the  Depositor,  the  Master  Servicer,  the  Trustee  or any
Custodian of a breach of any of the  representations  and  warranties  made in the  Assignment
Agreement in respect of any Mortgage  Loan or of any  Repurchase  Event which  materially  and
adversely  affects the interests of the  Certificateholders  in such Mortgage  Loan, the party
discovering  such breach shall give prompt  written notice to the other parties (any Custodian
being so obligated  under a Custodial  Agreement).  The Master  Servicer shall promptly notify
Residential  Funding of such breach or Repurchase Event and request that  Residential  Funding
either (i) cure such breach or Repurchase  Event in all material  respects within 90 days from
the date  the  Master  Servicer  was  notified  of such  breach  or  Repurchase  Event or (ii)
purchase such  Mortgage  Loan from the Trust Fund at the Purchase  Price and in the manner set
forth in Section 2.02;  provided  that, in the case of a breach or Repurchase  Event under the
Assignment  Agreement,  Residential  Funding  shall have the option to  substitute a Qualified
Substitute  Mortgage Loan or Loans for such Mortgage Loan if such  substitution  occurs within
two years  following  the Closing  Date;  provided that if the breach would cause the Mortgage
Loan to be other than a  "qualified  mortgage" as defined in Section  860G(a)(3)  of the Code,
any such  cure or  substitution  must  occur  within  90 days  from the  date the  breach  was
discovered.  If the breach of representation  and warranty that gave rise to the obligation to
repurchase or substitute a Mortgage  Loan  pursuant to Section 4 of the  Assignment  Agreement
was the  representation  and warranty set forth in clause (bb) of Section 4 thereof,  then the
Master  Servicer shall request that  Residential  Funding pay to the Trust Fund,  concurrently
with and in addition to the remedies  provided in the preceding  sentence,  an amount equal to
any liability,  penalty or expense that was actually  incurred and paid out of or on behalf of
the Trust Fund,  and that directly  resulted from such breach,  or if incurred and paid by the
Trust Fund thereafter,  concurrently with such payment.  In the event that Residential Funding
elects to  substitute a Qualified  Substitute  Mortgage  Loan or Loans for a Deleted  Mortgage
Loan  pursuant to this Section 2.04,  Residential  Funding shall deliver to the Trustee or the
Custodian  for  the  benefit  of  the  Certificateholders   with  respect  to  such  Qualified
Substitute  Mortgage Loan or Loans,  the original  Mortgage Note, the Mortgage,  an Assignment
of the Mortgage in recordable  form,  and such other  documents and agreements as are required
by  Section  2.01,   with  the  Mortgage  Note  endorsed  as  required  by  Section  2.01.  No
substitution will be made in any calendar month after the  Determination  Date for such month.
Monthly  Payments  due with  respect to Qualified  Substitute  Mortgage  Loans in the month of
substitution  shall not be part of the Trust Fund and will be retained by the Master  Servicer
and  remitted  by  the  Master  Servicer  to  Residential   Funding  on  the  next  succeeding
Distribution  Date. For the month of  substitution,  distributions  to the  Certificateholders
will  include  the  Monthly  Payment  due on a  Deleted  Mortgage  Loan  for  such  month  and
thereafter  Residential  Funding  shall be entitled to retain all amounts  received in respect
of such Deleted  Mortgage  Loan.  The Master  Servicer  shall amend or cause to be amended the
Mortgage  Loan  Schedule for the benefit of the  Certificateholders  to reflect the removal of
such Deleted Mortgage Loan and the substitution of the Qualified  Substitute  Mortgage Loan or
Loans and the Master  Servicer  shall  deliver  the  amended  Mortgage  Loan  Schedule  to the
Trustee and the Custodian.  Upon such substitution,  the Qualified Substitute Mortgage Loan or
Loans shall be subject to the terms of this Agreement and the related  Subservicing  Agreement
in all respects,  and  Residential  Funding  shall be deemed to have made the  representations
and warranties with respect to the Qualified  Substitute  Mortgage Loan contained in Section 4
of  the  Assignment   Agreement,   as  of  the  date  of  substitution,   and  the  covenants,
representations  and  warranties  set forth in this Section  2.04,  and in Section 2.03 hereof
and in Section 4 of the Assignment  Agreement,  and the Master  Servicer shall be obligated to
repurchase or substitute for any Qualified  Substitute  Mortgage Loan as to which a Repurchase
Event (as  defined in the  Assignment  Agreement)  has  occurred  pursuant to Section 4 of the
Assignment Agreement.

        In connection  with the  substitution  of one or more  Qualified  Substitute  Mortgage
Loans for one or more Deleted  Mortgage Loans,  the Master Servicer shall determine the amount
(if any) by which the aggregate  principal balance of all such Qualified  Substitute  Mortgage
Loans as of the date of substitution is less than the aggregate  Stated  Principal  Balance of
all such Deleted  Mortgage Loans (in each case after  application of the principal  portion of
the  Monthly  Payments  due in the month of  substitution  that are to be  distributed  to the
Certificateholders  in the month of  substitution).  Residential  Funding  shall  deposit  the
amount of such shortfall into the Custodial  Account on the day of  substitution,  without any
reimbursement  therefor.  Residential  Funding  shall give notice in writing to the Trustee of
such  event,  which  notice  shall  be  accompanied  by an  Officers'  Certificate  as to  the
calculation  of such  shortfall and (subject to Section  10.01(f)) by an Opinion of Counsel to
the effect  that such  substitution  will not cause (a) any  federal  tax to be imposed on the
Trust  Fund,   including   without   limitation,   any  federal  tax  imposed  on  "prohibited
transactions"  under  Section  860F(a)(1) of the Code or on  "contributions  after the startup
date" under Section  860G(d)(1) of the Code or (b) any portion of any REMIC created  hereunder
to fail to qualify as a REMIC at any time that any Certificate is outstanding.

        It is understood and agreed that the  obligation of  Residential  Funding to cure such
breach or  purchase  (or  substitute  for) such  Mortgage  Loan as to which  such a breach has
occurred and is continuing and to make any additional  payments  required under the Assignment
Agreement in  connection  with a breach of the  representation  and warranty in clause (bb) of
Section 4 thereof shall  constitute the sole remedy  respecting  such breach  available to the
Certificateholders  or the  Trustee  on  behalf  of  the  Certificateholders.  If  the  Master
Servicer is  Residential  Funding,  then the Trustee shall also have the right (i) to give the
notification  and require the purchase or  substitution  provided for in the second  preceding
paragraph in the event of such a breach of a  representation  or warranty made by  Residential
Funding  in the  Assignment  Agreement  or (ii) to  give  the  notification  and  require  the
purchase  or  substitution  provided  for  in  Section  6  of  the  Assignment  Agreement.  In
connection  with the purchase of or  substitution  for any such Mortgage  Loan by  Residential
Funding,  the  Trustee  shall  assign  to  Residential  Funding  all of the  right,  title and
interest in respect of the Assignment Agreement applicable to such Mortgage Loan.

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

(a)     The Trustee  acknowledges  the assignment to it of the Mortgage Loans and the delivery
of the  Mortgage  Files to it, or any  Custodian  on its  behalf,  subject  to any  exceptions
noted,  together  with the  assignment  to it of all other assets  included in the Trust Fund,
receipt of which is hereby  acknowledged.  Concurrently  with such  delivery  and in  exchange
therefor,  the  Trustee,  pursuant  to the  written  request of the  Depositor  executed by an
officer of the  Depositor,  has executed and caused to be  authenticated  and  delivered to or
upon the order of the Depositor the  Certificates in authorized  denominations  which evidence
ownership of the entire Trust Fund.

(b)     The  Depositor,  as of the Closing  Date,  and  concurrently  with the  execution  and
delivery  hereof,  does hereby assign  without  recourse all the right,  title and interest of
the Depositor in and to the  Uncertificated  REMIC I Regular  Interests to the Trustee for the
benefit  of  the   holders  of  each  Class  of   Certificates   (other  than  the  Class  R-I
Certificates).  The  Trustee  acknowledges  receipt  of the  Uncertificated  REMIC  I  Regular
Interests  and declares  that it holds and will hold the same in trust for the  exclusive  use
and benefit of all present and future  holders of each Class of  Certificates  (other than the
Class R-I Certificates).

(c)     The  Depositor  concurrently  with the  execution  and  delivery  hereof,  does hereby
transfer,  assign,  set over and otherwise convey in trust to the Trustee without recourse all
the right,  title and interest of the Depositor in and to the REMIC I Regular  Interests,  and
the  other  assets  of  REMIC II for the  benefit  of the  holders  of the  REMIC  II  Regular
Interests and the Class R-II  Certificates.  The Trustee  acknowledges  receipt of the REMIC I
Regular  Interests  (which are  uncertificated)  and the other assets of REMIC II and declares
that it holds  and  will  hold the same in trust  for the  exclusive  use and  benefit  of the
holders of the REMIC II Regular Interests and the Class R-II Certificates.

Section 2.06.   Purposes and Powers of the Trust.

        The  purpose  of the  trust,  as  created  hereunder,  is to engage  in the  following
activities:

(a)     To sell the Certificates to the Depositor in exchange for the Mortgage Loans;

(b)     To  enter  into and  perform  its  obligations  under  this  Agreement  and the  Yield
Maintenance Agreement;

(c)     To  engage  in  those  activities  that  are  necessary,  suitable  or  convenient  to
accomplish the foregoing or are incidental hereto or connected therewith; and

(d)     Subject to compliance with this Agreement,  to engage in such other  activities as may
be  required  in  connection   with   conservation  of  the  Trust  Fund  and  the  making  of
distributions to the Certificateholders.

        The trust is hereby authorized to engage in the foregoing activities.  Notwithstanding
the  provisions  of Section  11.01,  the trust shall not engage in any activity  other than in
connection  with the  foregoing or other than as required or  authorized  by the terms of this
Agreement  while any  Certificate  is  outstanding,  and this Section 2.06 may not be amended,
without the consent of the  Certificateholders  evidencing a majority of the aggregate  Voting
Rights of the Certificates.

Section 2.07.  Agreement Regarding Ability to Disclose.

        The Depositor,  the Master Servicer and the Trustee hereby agree,  notwithstanding any
other  express or implied  agreement to the  contrary,  that any and all  Persons,  and any of
their respective employees,  representatives,  and other agents may disclose, immediately upon
commencement of discussions,  to any and all Persons,  without limitation of any kind, the tax
treatment  and tax  structure of the  transaction  and all  materials  of any kind  (including
opinions  or  other  tax  analyses)  that are  provided  to any of them  relating  to such tax
treatment and tax structure.   For purposes of this  paragraph,  the terms "tax treatment" and
"tax structure" are defined under Treasury Regulationss.1.6011-4(c).




ARTICLE III
                        ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01.  Master Servicer to Act as Servicer.

(a)     The Master  Servicer  shall service and  administer  the Mortgage  Loans in accordance
with  the  terms  of  this  Agreement  and  the  respective  Mortgage  Loans,  following  such
procedures  as it would  employ in its good faith  business  judgment and which are normal and
usual in its general mortgage servicing  activities,  and shall have full power and authority,
acting alone or through  Subservicers  as provided in Section  3.02,  to do any and all things
which  it  may  deem   necessary  or  desirable  in   connection   with  such   servicing  and
administration.  Without limiting the generality of the foregoing,  the Master Servicer in its
own name or in the name of a  Subservicer  is hereby  authorized  and empowered by the Trustee
when the Master  Servicer or the  Subservicer,  as the case may be, believes it appropriate in
its best  judgment,  to  execute  and  deliver,  on behalf of the  Certificateholders  and the
Trustee  or any of them,  any and all  instruments  of  satisfaction  or  cancellation,  or of
partial  or full  release  or  discharge,  or of  consent to  assumption  or  modification  in
connection with a proposed  conveyance,  or of assignment of any Mortgage and Mortgage Note in
connection  with the repurchase of a Mortgage Loan and all other  comparable  instruments,  or
with respect to the  modification  or re-recording of a Mortgage for the purpose of correcting
the  Mortgage,  the  subordination  of the lien of the  Mortgage in favor of a public  utility
company or government  agency or unit with powers of eminent  domain,  the taking of a deed in
lieu of foreclosure,  the commencement,  prosecution or completion of judicial or non-judicial
foreclosure,  the conveyance of a Mortgaged  Property to the related insurer,  the acquisition
of any property  acquired by foreclosure or deed in lieu of  foreclosure,  or the  management,
marketing  and  conveyance  of any  property  acquired  by  foreclosure  or  deed  in  lieu of
foreclosure  with respect to the Mortgage Loans and with respect to the Mortgaged  Properties.
The Master  Servicer  further is  authorized  and  empowered by the Trustee,  on behalf of the
Certificateholders  and the Trustee,  in its own name or in the name of the Subservicer,  when
the Master  Servicer or the  Subservicer,  as the case may be,  believes it is  appropriate in
its best  judgment to register any  Mortgage  Loan on the MERS(R)System,  or cause the removal
from the  registration  of any Mortgage Loan on the MERS(R)System,  to execute and deliver,  on
behalf of the Trustee and the  Certificateholders  or any of them, any and all  instruments of
assignment and other  comparable  instruments  with respect to such assignment or re-recording
of a Mortgage in the name of MERS,  solely as nominee for the Trustee and its  successors  and
assigns.  Any expenses  incurred in  connection  with the actions  described in the  preceding
sentence shall be borne by the Master  Servicer in accordance  with Section  3.16(c),  with no
right of  reimbursement;  provided,  that if, as a result of MERS  discontinuing  or  becoming
unable to continue  operations in connection  with the MERS(R)System,  it becomes  necessary to
remove  any  Mortgage  Loan from  registration  on the MERS(R)System  and to  arrange  for the
assignment  of the  related  Mortgages  to the  Trustee,  then any related  expenses  shall be
reimbursable to the Master Servicer as set forth in Section  3.10(a)(ii).  Notwithstanding the
foregoing,  subject to Section 3.07(a),  the Master Servicer shall not permit any modification
with  respect to any  Mortgage  Loan that would both  constitute  a sale or  exchange  of such
Mortgage  Loan within the meaning of Section 1001 of the Code and any  proposed,  temporary or
final  regulations   promulgated   thereunder  (other  than  in  connection  with  a  proposed
conveyance or  assumption  of such Mortgage Loan that is treated as a Principal  Prepayment in
Full  pursuant to Section  3.13(d)  hereof) and cause any REMIC  created  hereunder to fail to
qualify as a REMIC under the Code.  The Trustee  shall  furnish the Master  Servicer  with any
powers of  attorney  and other  documents  necessary  or  appropriate  to  enable  the  Master
Servicer to service and  administer  the Mortgage  Loans.  The Trustee shall not be liable for
any  action  taken by the  Master  Servicer  or any  Subservicer  pursuant  to such  powers of
attorney or other  documents.  In servicing  and  administering  any  Nonsubserviced  Mortgage
Loan, the Master Servicer shall, to the extent not  inconsistent  with this Agreement,  comply
with the Program  Guide as if it were the  originator  of such  Mortgage Loan and had retained
the servicing rights and obligations in respect thereof.

        If the  Mortgage  relating  to a  Mortgage  Loan  did not  have a lien  senior  to the
Mortgage  Loan on the  related  Mortgaged  Property as of the  Cut-off  Date,  then the Master
Servicer,  in such  capacity,  may not  consent to the placing of a lien senior to that of the
Mortgage on the related  Mortgaged  Property.  If the Mortgage relating to a Mortgage Loan had
a lien senior to the Mortgage Loan on the related  Mortgaged  Property as of the Cut-off Date,
then the Master  Servicer,  in such  capacity,  may  consent to the  refinancing  of the prior
senior lien, provided that the following requirements are met:

               (i)    (A)    the   Mortgagor's   debt-to-income   ratio  resulting  from  such
refinancing is less than the original  debt-to-income  ratio as set forth on the Mortgage Loan
Schedule;  provided,  however, that in no instance shall the resulting  Loan-to-Value Ratio of
such Mortgage Loan be higher than that permitted by the Program Guide; or

                      (B)    the  resulting  Loan-to-Value  Ratio of such  Mortgage Loan is no
higher than the Loan-to-Value  Ratio prior to such  refinancing;  provided,  however,  if such
refinanced  mortgage loan is a "rate and term" mortgage loan (meaning,  the Mortgagor does not
receive any cash from the  refinancing),  the  Loan-to-Value  Ratio may increase to the extent
of either (x) the  reasonable  closing  costs of such  refinancing  or (y) any decrease in the
value of the related  Mortgaged  Property,  if the Mortgagor is in good standing as defined by
the Program Guide;

               (ii)   the  interest  rate,  or,  in the case of an  adjustable  rate  existing
senior lien, the maximum  interest rate,  for the loan  evidencing the refinanced  senior lien
is no more than 2.0% higher than the interest rate or the maximum  interest  rate, as the case
may be, on the loan  evidencing  the  existing  senior lien  immediately  prior to the date of
such  refinancing;  provided,  however (A) if the loan  evidencing  the  existing  senior lien
prior  to the  date of  refinancing  has an  adjustable  rate  and  the  loan  evidencing  the
refinanced  senior  lien  has a fixed  rate,  then  the  current  interest  rate  on the  loan
evidencing  the  refinanced  senior lien may be up to 2.0% higher than the  then-current  loan
rate of the loan  evidencing  the  existing  senior  lien and (B) if the loan  evidencing  the
existing  senior  lien  prior  to the  date of  refinancing  has a  fixed  rate  and the  loan
evidencing the refinanced  senior lien has an adjustable  rate, then the maximum interest rate
on the loan  evidencing  the  refinanced  senior  lien  shall be less than or equal to (x) the
interest  rate  on the  loan  evidencing  the  existing  senior  lien  prior  to the  date  of
refinancing plus (y) 2.0%; and

               (iii)  the  loan  evidencing  the  refinanced  senior  lien is not  subject  to
negative amortization.

(b)     The Master Servicer shall, to the extent  consistent with the servicing  standards set
forth herein,  take  whatever  actions as may be necessary to file a claim under or enforce or
allow the  Trustee to file a claim under or enforce any title  insurance  policy with  respect
to any Mortgage Loan  including,  without  limitation,  joining in or causing any  Subservicer
(or any  other  party in  possession  of any title  insurance  policy)  to join in any  claims
process,  negotiations,  actions or proceedings necessary to make a claim under or enforce any
title  insurance  policy.  Notwithstanding  anything in this  Agreement to the  contrary,  the
Master  Servicer  shall not (unless the  Mortgagor  is in default with respect to the Mortgage
Loan or such  default is, in the  judgment  of the Master  Servicer,  reasonably  foreseeable)
make or permit any  modification,  waiver,  or amendment of any term of any Mortgage Loan that
would both (i) effect an exchange or  reissuance  of such  Mortgage Loan under Section 1001 of
the Code (or  final,  temporary  or  proposed  Treasury  regulations  promulgated  thereunder)
(other than in  connection  with a proposed  conveyance  or  assumption  of such Mortgage Loan
that is treated as a Principal  Prepayment  in Full  pursuant to Section  3.13(d)  hereof) and
cause  any  REMIC  created  hereunder  to fail to  qualify  as a REMIC  under  the Code or the
imposition of any tax on "prohibited  transactions" or "contributions"  after the startup date
under the REMIC Provisions.

(c)     In  connection  with  servicing  and  administering  the  Mortgage  Loans,  the Master
Servicer  and  any  Affiliate  of the  Master  Servicer  (i)  may  perform  services  such  as
appraisals  and  brokerage  services  that are  customarily  provided  by  Persons  other than
servicers of mortgage  loans,  and shall be entitled to  reasonable  compensation  therefor in
accordance  with  Section  3.10 and (ii)  may,  at its own  discretion  and on  behalf  of the
Trustee, obtain credit information in the form of a "credit score" from a credit repository.

(d)     All costs incurred by the Master  Servicer or by  Subservicers in effecting the timely
payment of taxes and  assessments on the  properties  subject to the Mortgage Loans shall not,
for the purpose of calculating monthly  distributions to the  Certificateholders,  be added to
the amount  owing under the related  Mortgage  Loans,  notwithstanding  that the terms of such
Mortgage  Loan so permit,  and such costs  shall be  recoverable  to the extent  permitted  by
Section 3.10(a)(ii).

(e)     The Master  Servicer  may enter into one or more  agreements  in  connection  with the
offering  of  pass-through   certificates   evidencing   interests  in  one  or  more  of  the
Certificates  providing  for the  payment by the Master  Servicer  of amounts  received by the
Master Servicer as servicing  compensation  hereunder and required to cover certain Prepayment
Interest  Shortfalls on the Mortgage  Loans,  which payment  obligation  will thereafter be an
obligation of the Master Servicer hereunder.

(f)     The  relationship of the Master Servicer (and of any successor to the Master Servicer)
to  the  Depositor  under  this  Agreement  is  intended  by  the  parties  to be  that  of an
independent contractor and not that of a joint venturer, partner or agent.

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

(a)     The Master  Servicer may continue in effect  Subservicing  Agreements  entered into by
Residential  Funding and  Subservicers  prior to the execution and delivery of this Agreement,
and may enter into new  Subservicing  Agreements  with  Subservicers,  for the  servicing  and
administration  of all or some of the Mortgage Loans.  Each Subservicer shall be either (i) an
institution  the  accounts  of which  are  insured  by the FDIC or (ii)  another  entity  that
engages in the business of originating or servicing  mortgage loans,  and in either case shall
be  authorized  to transact  business  in the state or states in which the  related  Mortgaged
Properties it is to service are situated,  if and to the extent  required by applicable law to
enable the  Subservicer  to  perform  its  obligations  hereunder  and under the  Subservicing
Agreement,  and in either case shall be a Freddie  Mac,  Fannie Mae or HUD  approved  mortgage
servicer.  In  addition,  any  Subservicer  of a Mortgage  Loan  insured by the FHA must be an
FHA-approved  servicer,  and any Subservicer of a Mortgage Loan guaranteed by the VA must be a
VA-approved  servicer.  Each  Subservicer  of a Mortgage Loan shall be entitled to receive and
retain,  as provided in the related  Subservicing  Agreement and in Section 3.07,  the related
Subservicing  Fee from  payments of interest  received on such  Mortgage Loan after payment of
all amounts  required to be remitted to the Master  Servicer in respect of such Mortgage Loan.
For any Mortgage Loan that is a  Nonsubserviced  Mortgage Loan,  the Master  Servicer shall be
entitled  to receive  and retain an amount  equal to the  Subservicing  Fee from  payments  of
interest.  Unless the context  otherwise  requires,  references  in this  Agreement to actions
taken or to be taken by the Master  Servicer in servicing the Mortgage  Loans include  actions
taken or to be taken by a  Subservicer  on behalf of the Master  Servicer.  Each  Subservicing
Agreement  will be upon such terms and conditions as are generally  required by,  permitted by
or consistent with the Program Guide and are not  inconsistent  with this Agreement and as the
Master Servicer and the Subservicer have agreed.  With the approval of the Master Servicer,  a
Subservicer  may  delegate  its  servicing  obligations  to  third-party  servicers,  but such
Subservicer  will  remain  obligated  under the  related  Subservicing  Agreement.  The Master
Servicer  and a  Subservicer  may  enter  into  amendments  thereto  or a  different  form  of
Subservicing  Agreement,  and the form  referred to or included in the Program Guide is merely
provided for  information  and shall not be deemed to limit in any respect the  discretion  of
the Master  Servicer  to modify or enter into  different  Subservicing  Agreements;  provided,
however,  that any such  amendments  or  different  forms  shall  be  consistent  with and not
violate the  provisions of either this  Agreement or the Program Guide in a manner which would
materially  and adversely  affect the interests of the  Certificateholders.  The Program Guide
and any other  Subservicing  Agreement  entered  into  between  the  Master  Servicer  and any
Subservicer  shall require the  Subservicer to accurately and fully report its borrower credit
files to each of the Credit Repositories in a timely manner.

(b)     As part of its servicing activities  hereunder,  the Master Servicer,  for the benefit
of the Trustee and the  Certificateholders,  shall use its best reasonable  efforts to enforce
the obligations of each Subservicer under the related  Subservicing  Agreement,  to the extent
that the  non-performance  of any such obligation  would have a material and adverse effect on
a Mortgage Loan,  including,  without  limitation,  the obligation to purchase a Mortgage Loan
on account of  defective  documentation,  as  described  in Section  2.02,  or on account of a
breach of a  representation  or  warranty,  as described in Section  2.04.  Such  enforcement,
including,  without limitation,  the legal prosecution of claims,  termination of Subservicing
Agreements,  as appropriate,  and the pursuit of other appropriate remedies,  shall be in such
form and carried out to such an extent and at such time as the Master  Servicer  would  employ
in its good faith  business  judgment  and which are normal and usual in its general  mortgage
servicing  activities.  The Master Servicer shall pay the costs of such enforcement at its own
expense,  and shall be reimbursed  therefor only (i) from a general  recovery  resulting  from
such  enforcement  to the  extent,  if any,  that such  recovery  exceeds  all  amounts due in
respect of the related  Mortgage Loan or (ii) from a specific  recovery of costs,  expenses or
attorneys' fees against the party against whom such  enforcement is directed.  For purposes of
clarification  only,  the parties  agree that the  foregoing is not intended to, and does not,
limit the ability of the Master  Servicer to be  reimbursed  for expenses that are incurred in
connection with the enforcement of a Seller's  obligations  and are  reimbursable  pursuant to
Section 3.10(a)(viii).

Section 3.03.  Successor Subservicers.

        The Master  Servicer  shall be entitled to terminate any  Subservicing  Agreement that
may exist in  accordance  with the terms and  conditions  of such  Subservicing  Agreement and
without any limitation by virtue of this Agreement;  provided,  however,  that in the event of
termination  of any  Subservicing  Agreement by the Master  Servicer or the  Subservicer,  the
Master  Servicer  shall  either act as servicer of the related  Mortgage  Loan or enter into a
Subservicing  Agreement with a successor  Subservicer  which will be bound by the terms of the
related  Subservicing  Agreement.  If the Master  Servicer  or any  Affiliate  of  Residential
Funding  acts  as  servicer,  it  will  not  assume  liability  for  the  representations  and
warranties  of the  Subservicer  which it  replaces.  If the  Master  Servicer  enters  into a
Subservicing  Agreement  with  a  successor   Subservicer,   the  Master  Servicer  shall  use
reasonable   efforts   to  have  the   successor   Subservicer   assume   liability   for  the
representations  and warranties  made by the terminated  Subservicer in respect of the related
Mortgage  Loans and, in the event of any such  assumption  by the successor  Subservicer,  the
Master  Servicer  may,  in the  exercise of its  business  judgment,  release  the  terminated
Subservicer from liability for such representations and warranties.

Section 3.04.  Liability of the Master Servicer.

        Notwithstanding  any Subservicing  Agreement,  any of the provisions of this Agreement
relating to  agreements  or  arrangements  between the Master  Servicer  or a  Subservicer  or
reference to actions taken  through a Subservicer  or  otherwise,  the Master  Servicer  shall
remain  obligated  and liable to the  Trustee and  Certificateholders  for the  servicing  and
administering  of the  Mortgage  Loans in  accordance  with the  provisions  of  Section  3.01
without  diminution of such obligation or liability by virtue of such Subservicing  Agreements
or arrangements or by virtue of  indemnification  from the Subservicer or the Depositor and to
the same extent and under the same terms and  conditions as if the Master  Servicer alone were
servicing and  administering  the Mortgage  Loans.  The Master  Servicer  shall be entitled to
enter into any agreement with a Subservicer  for  indemnification  of the Master  Servicer and
nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

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

        Any  Subservicing  Agreement  that may be entered into and any other  transactions  or
services  relating to the Mortgage  Loans  involving a Subservicer in its capacity as such and
not as an originator  shall be deemed to be between the  Subservicer  and the Master  Servicer
alone and the Trustee and  Certificateholders  shall not be deemed  parties  thereto and shall
have no claims,  rights,  obligations,  duties or liabilities  with respect to the Subservicer
in its capacity as such except as set forth in Section  3.06.  The foregoing  provision  shall
not in any  way  limit  a  Subservicer's  obligation  to  cure an  omission  or  defect  or to
repurchase a Mortgage Loan as referred to in Section 2.02 hereof.

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

(a)     In the event  the  Master  Servicer  shall  for any  reason  no  longer be the  master
servicer  (including  by reason of an Event of  Default),  the Trustee,  as  successor  Master
Servicer,  its  designee  or its  successor  shall  thereupon  assume  all of the  rights  and
obligations  of the Master  Servicer  under  each  Subservicing  Agreement  that may have been
entered into.  The Trustee,  its designee or the  successor  servicer for the Trustee shall be
deemed to have  assumed all of the Master  Servicer's  interest  therein and to have  replaced
the Master  Servicer  as a party to the  Subservicing  Agreement  to the same extent as if the
Subservicing  Agreement  had been  assigned  to the  assuming  party  except  that the  Master
Servicer  shall  not  thereby  be  relieved  of  any  liability  or   obligations   under  the
Subservicing Agreement.

(b)     The Master  Servicer  shall,  upon  request of the  Trustee  but at the expense of the
Master  Servicer,  deliver to the assuming  party all documents  and records  relating to each
Subservicing  Agreement  and the  Mortgage  Loans then being  serviced  and an  accounting  of
amounts  collected  and held by it and  otherwise  use its best  efforts to effect the orderly
and efficient transfer of each Subservicing Agreement to the assuming party.

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

(a)     The Master Servicer shall make  reasonable  efforts to collect all payments called for
under  the  terms and  provisions  of the  Mortgage  Loans,  and  shall,  to the  extent  such
procedures  shall be  consistent  with this  Agreement  and the terms  and  provisions  of any
related Primary  Insurance  Policy,  follow such  collection  procedures as it would employ in
its good  faith  business  judgment  and which are normal  and usual in its  general  mortgage
servicing  activities.  Consistent  with  the  foregoing,  the  Master  Servicer  may  in  its
discretion  (subject to the terms and  conditions of the  Assignment  Agreement) (i) waive any
late  payment  charge or any  prepayment  charge or penalty  interest in  connection  with the
prepayment  of a Mortgage  Loan and (ii)  extend the Due Date for  payments  due on a Mortgage
Loan in accordance with the Program Guide,  provided,  however, that the Master Servicer shall
first  determine  that any such  waiver or  extension  will not  impair  the  coverage  of any
related  Primary  Insurance  Policy or  materially  adversely  affect the lien of the  related
Mortgage.  Notwithstanding  anything in this Section to the contrary,  the Master  Servicer or
any Subservicer  shall not enforce any prepayment  charge to the extent that such  enforcement
would violate any applicable  law. In the event of any such  arrangement,  the Master Servicer
shall make timely  advances  on the  related  Mortgage  Loan  during the  scheduled  period in
accordance with the amortization  schedule of such Mortgage Loan without  modification thereof
by reason of such  arrangements  unless  otherwise  agreed to by the Holders of the Classes of
Certificates  affected  thereby;  provided,  however,  that no such extension shall be made if
any advance would be a  Nonrecoverable  Advance.  Consistent with the terms of this Agreement,
the Master  Servicer may also waive,  modify or vary any term of any Mortgage  Loan or consent
to  the  postponement  of  strict  compliance  with  any  such  term  or in any  manner  grant
indulgence  to  any  Mortgagor  if  in  the  Master  Servicer's   determination  such  waiver,
modification,  postponement  or indulgence is not  materially  adverse to the interests of the
Certificateholders  (taking into account any estimated  Realized Loss that might result absent
such  action),  provided,  however,  that the Master  Servicer  may not modify  materially  or
permit  any  Subservicer  to modify  any  Mortgage  Loan,  including  without  limitation  any
modification  that would change the  Mortgage  Rate,  forgive the payment of any  principal or
interest  (unless in connection  with the  liquidation of the related  Mortgage Loan or except
in connection  with  prepayments to the extent that such  reamortization  is not  inconsistent
with the terms of the Mortgage  Loan),  capitalize  any amounts  owing on the Mortgage Loan by
adding such amount to the  outstanding  principal  balance of the Mortgage Loan, or extend the
final  maturity  date of such  Mortgage  Loan,  unless such Mortgage Loan is in default or, in
the judgment of the Master Servicer, such default is reasonably  foreseeable.  For purposes of
delinquency  calculations,  any capitalized  Mortgage Loan shall be deemed to be current as of
the  date of the  related  Servicing  Modification.  No such  modification  shall  reduce  the
Mortgage  Rate (i) with  respect to a fixed rate  Mortgage  Loan,  (A) below  one-half  of the
Mortgage  Rate as in  effect  on the  Cut-off  Date or (B) below the sum of the rates at which
the Servicing Fee and the  Subservicing  Fee with respect to such Mortgage Loan accrue or (ii)
with respect to an  adjustable  rate Mortgage  Loan,  (A) below the greater of (1) one-half of
the Mortgage  Rate as in effect on the Cut-off  Date and (2) one-half of the Mortgage  Rate as
in  effect  on the date of the  Servicing  Modification  or (B)  below the sum of the rates at
which the  Servicing Fee and the  Subservicing  Fee with respect to such Mortgage Loan accrue.
The final  maturity  date for any  Mortgage  Loan shall not be  extended  beyond the  Maturity
Date. Also, the Stated  Principal  Balance of all Reportable  Modified  Mortgage Loans subject
to Servicing  Modifications  (measured  at the time of the  Servicing  Modification  and after
giving  effect  to any  Servicing  Modification)  can be no  more  than  five  percent  of the
aggregate  Cut-off  Date  Principal  Balance  of the  Mortgage  Loans,  unless  such  limit is
increased  from time to time  with the  consent  of the  Rating  Agencies.  In  addition,  any
amounts owing on a Mortgage Loan added to the outstanding  principal  balance of such Mortgage
Loan must be fully  amortized  over the term of such  Mortgage  Loan,  and such amounts may be
added to the  outstanding  principal  balance of a Mortgage  Loan only once during the life of
such Mortgage  Loan.  Also, the addition of such amounts  described in the preceding  sentence
shall be  implemented  in  accordance  with the Program Guide and may be  implemented  only by
Subservicers  that have been approved by the Master Servicer for such purposes.  In connection
with any Curtailment of a Mortgage Loan, the Master  Servicer,  to the extent not inconsistent
with the terms of the Mortgage Note and local law and  practice,  may permit the Mortgage Loan
to be  re-amortized  such that the  Monthly  Payment is  recalculated  as an amount  that will
fully amortize the remaining  Stated Principal  Balance thereof by the original  Maturity Date
based  on the  original  Mortgage  Rate;  provided,  that  such  reamortization  shall  not be
permitted  if it would  constitute a reissuance  of the Mortgage  Loan for federal  income tax
purposes.

(b)     The Master  Servicer  shall  establish  and maintain a Custodial  Account in which the
Master  Servicer shall deposit or cause to be deposited on a daily basis,  except as otherwise
specifically   provided   herein,   the  following   payments  and  collections   remitted  by
Subservicers  or received by it in respect of the  Mortgage  Loans  subsequent  to the Cut-off
Date  (other  than in respect of Monthly  Payments  due before or in the month of the  Cut-off
Date):

(i)     All  payments  on  account  of  principal,  including  Principal  Prepayments  made by
        Mortgagors  on the  Mortgage  Loans and the  principal  component  of any  Subservicer
        Advance or of any REO Proceeds  received in connection  with an REO Property for which
        an REO Disposition has occurred;

(ii)    All  payments on account of interest at the  Adjusted  Mortgage  Rate on the  Mortgage
        Loans,  including  the  interest  component of any  Subservicer  Advance or of any REO
        Proceeds  received in connection with an REO Property for which an REO Disposition has
        occurred;

(iii)   Insurance  Proceeds,  Subsequent  Recoveries  and  Liquidation  Proceeds  (net  of any
        related expenses of the Subservicer);

(iv)    All proceeds of any Mortgage Loans  purchased  pursuant to Section 2.02,  2.03,  2.04,
        4.07, 4.08 or 9.01 (including  amounts received from  Residential  Funding pursuant to
        the last  paragraph  of  Section 4  of the  Assignment  Agreement  in  respect  of any
        liability,  penalty or expense that resulted from a breach of the  representation  and
        warranty set forth in clause (bb) of Section 4 of the  Assignment  Agreement)  and all
        amounts  required to be deposited in connection  with the  substitution of a Qualified
        Substitute Mortgage Loan pursuant to Section 2.03 or 2.04; and

(v)     Any amounts  required to be deposited  pursuant to Section 3.07(c) and any payments or
        collections received in the nature of prepayment charges.

        The foregoing  requirements  for deposit in the Custodial  Account shall be exclusive,
it being  understood  and agreed that,  without  limiting  the  generality  of the  foregoing,
payments on the  Mortgage  Loans which are not part of the Trust Fund  (consisting  of Monthly
Payments  due  before  or in the  month of the  Cut-off  Date)  and  payments  or  collections
consisting  of late payment  charges or  assumption  fees may but need not be deposited by the
Master  Servicer  in the  Custodial  Account.  In the  event any  amount  not  required  to be
deposited  in the  Custodial  Account is so  deposited,  the Master  Servicer  may at any time
withdraw  such  amount  from the  Custodial  Account,  any  provision  herein to the  contrary
notwithstanding.  The  Custodial  Account may  contain  funds that belong to one or more trust
funds  created for mortgage  pass-through  certificates  of other series and may contain other
funds  respecting  payments on mortgage loans  belonging to the Master Servicer or serviced or
master  serviced by it on behalf of others.  Notwithstanding  such  commingling of funds,  the
Master  Servicer  shall  keep  records  that  accurately  reflect  the funds on deposit in the
Custodial  Account  that have been  identified  by it as being  attributable  to the  Mortgage
Loans. With respect to Insurance  Proceeds,  Liquidation  Proceeds,  REO Proceeds,  Subsequent
Recoveries  and the proceeds of the purchase of any Mortgage Loan  pursuant to Sections  2.02,
2.03,  2.04,  4.07 and 4.08 received in any calendar  month,  the Master Servicer may elect to
treat such  amounts as  included in the  Available  Distribution  Amount for the  Distribution
Date in the month of  receipt,  but is not  obligated  to do so.  If the  Master  Servicer  so
elects,  such  amounts will be deemed to have been  received  (and any related  Realized  Loss
shall be deemed to have occurred) on the last day of the month prior to the receipt thereof.

(c)     The Master  Servicer shall use its best efforts to cause the  institution  maintaining
the  Custodial  Account  to invest  the funds in the  Custodial  Account  attributable  to the
Mortgage  Loans in Permitted  Investments  which shall  mature not later than the  Certificate
Account  Deposit Date next  following the date of such  investment  (with the exception of the
Amount  Held for Future  Distribution)  and which  shall not be sold or  disposed  of prior to
their  maturities.  All income and gain  realized  from any such  investment  shall be for the
benefit of the Master Servicer as additional  servicing  compensation  and shall be subject to
its  withdrawal  or order from time to time.  The amount of any losses  incurred in respect of
any such  investments  attributable  to the  investment  of amounts in respect of the Mortgage
Loans  shall be  deposited  in the  Custodial  Account by the Master  Servicer  out of its own
funds immediately as realized.

(d)     The Master  Servicer shall give written notice to the Trustee and the Depositor of any
change in the location of the Custodial  Account and the location of the  Certificate  Account
prior to the use thereof.

Section 3.08.  Subservicing Accounts; Servicing Accounts.

(a)     In those  cases  where a  Subservicer  is  servicing  a Mortgage  Loan  pursuant  to a
Subservicing  Agreement,  the Master  Servicer  shall cause the  Subservicer,  pursuant to the
Subservicing  Agreement,  to establish and maintain one or more  Subservicing  Accounts  which
shall be an Eligible Account or, if such account is not an Eligible  Account,  shall generally
satisfy  the  requirements  of the Program  Guide and be  otherwise  acceptable  to the Master
Servicer and each Rating  Agency.  The  Subservicer  will be required  thereby to deposit into
the  Subservicing  Account on a daily basis all  proceeds of  Mortgage  Loans  received by the
Subservicer,  less its  Subservicing  Fees and  unreimbursed  advances  and  expenses,  to the
extent  permitted  by the  Subservicing  Agreement.  If  the  Subservicing  Account  is not an
Eligible  Account,  the Master  Servicer  shall be deemed to have  received  such  monies upon
receipt thereof by the  Subservicer.  The Subservicer  shall not be required to deposit in the
Subservicing  Account  payments or  collections  in the nature of late  charges or  assumption
fees, or payments or  collections  received in the nature of prepayment  charges to the extent
that the  Subservicer  is  entitled  to  retain  such  amounts  pursuant  to the  Subservicing
Agreement.  On or before the date specified in the Program  Guide,  but in no event later than
the  Determination  Date,  the Master  Servicer shall cause the  Subservicer,  pursuant to the
Subservicing  Agreement,  to remit to the Master Servicer for deposit in the Custodial Account
all funds held in the  Subservicing  Account with respect to each  Mortgage  Loan  serviced by
such  Subservicer  that are required to be remitted to the Master  Servicer.  The  Subservicer
will also be required,  pursuant to the Subservicing  Agreement,  to advance on such scheduled
date of  remittance  amounts  equal to any  scheduled  monthly  installments  of principal and
interest less its  Subservicing  Fees on any Mortgage Loans for which payment was not received
by the  Subservicer.  This  obligation  to advance  with  respect to each  Mortgage  Loan will
continue up to and  including  the first of the month  following the date on which the related
Mortgaged  Property is sold at a foreclosure  sale or is acquired by the Trust Fund by deed in
lieu of foreclosure or otherwise.  All such advances  received by the Master Servicer shall be
deposited promptly by it in the Custodial Account.

(b)     The  Subservicer  may also be required,  pursuant to the  Subservicing  Agreement,  to
remit to the Master  Servicer for deposit in the  Custodial  Account  interest at the Adjusted
Mortgage  Rate (or Modified Net Mortgage  Rate plus the rate per annum at which the  Servicing
Fee  accrues in the case of a Modified  Mortgage  Loan) on any  Curtailment  received  by such
Subservicer  in respect of a Mortgage  Loan from the related  Mortgagor  during any month that
is to be applied by the  Subservicer  to reduce the unpaid  principal  balance of the  related
Mortgage  Loan as of the  first  day of such  month,  from  the  date of  application  of such
Curtailment  to the  first day of the  following  month.  Any  amounts  paid by a  Subservicer
pursuant  to the  preceding  sentence  shall be for the  benefit  of the  Master  Servicer  as
additional  servicing  compensation  and shall be subject to its withdrawal or order from time
to time pursuant to Sections 3.10(a)(iv) and (v).

(c)     In addition to the Custodial Account and the Certificate  Account, the Master Servicer
shall for any  Nonsubserviced  Mortgage Loan, and shall cause the Subservicers for Subserviced
Mortgage  Loans to,  establish  and  maintain one or more  Servicing  Accounts and deposit and
retain therein all  collections  from the Mortgagors (or advances from  Subservicers)  for the
payment of taxes, assessments,  hazard insurance premiums,  Primary Insurance Policy premiums,
if applicable,  or comparable items for the account of the Mortgagors.  Each Servicing Account
shall satisfy the  requirements  for a  Subservicing  Account and, to the extent  permitted by
the Program Guide or as is otherwise  acceptable to the Master Servicer,  may also function as
a  Subservicing  Account.  Withdrawals  of  amounts  related  to the  Mortgage  Loans from the
Servicing  Accounts may be made only to effect timely  payment of taxes,  assessments,  hazard
insurance  premiums,  Primary Insurance Policy premiums,  if applicable,  or comparable items,
to reimburse the Master  Servicer or Subservicer  out of related  collections for any payments
made  pursuant to Sections  3.11 (with  respect to the Primary  Insurance  Policy) and 3.12(a)
(with  respect  to  hazard  insurance),  to  refund  to  any  Mortgagors  any  sums  as may be
determined  to be overages,  to pay  interest,  if required,  to Mortgagors on balances in the
Servicing  Account or to clear and terminate the Servicing  Account at the termination of this
Agreement in accordance  with Section 9.01 or in accordance  with the Program  Guide.  As part
of its servicing  duties,  the Master Servicer shall, and the Subservicers  will,  pursuant to
the Subservicing  Agreements,  be required to pay to the Mortgagors  interest on funds in this
account to the extent required by law.

(d)     The  Master  Servicer  shall  advance  the  payments  referred  to  in  the  preceding
subsection  that are not timely paid by the Mortgagors or advanced by the  Subservicers on the
date when the tax,  premium or other cost for which such  payment is intended is due,  but the
Master  Servicer  shall be required so to advance  only to the extent that such  advances,  in
the good faith judgment of the Master  Servicer,  will be  recoverable by the Master  Servicer
out of Insurance Proceeds, Liquidation Proceeds or otherwise.

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

        In the  event  that  compliance  with  this  Section  3.09  shall  make  any  Class of
Certificates  legal for investment by federally  insured  savings and loan  associations,  the
Master  Servicer shall provide,  or cause the  Subservicers  to provide,  to the Trustee,  the
Office of Thrift  Supervision  or the FDIC and the  supervisory  agents and examiners  thereof
access to the  documentation  regarding the Mortgage Loans required by applicable  regulations
of the Office of Thrift  Supervision,  such access being afforded without charge but only upon
reasonable  request and during normal  business hours at the offices  designated by the Master
Servicer.  The Master  Servicer  shall  permit  such  representatives  to  photocopy  any such
documentation   and  shall  provide   equipment  for  that  purpose  at  a  charge  reasonably
approximating the cost of such photocopying to the Master Servicer.

Section 3.10.  Permitted Withdrawals from the Custodial Account.

(a)     The Master Servicer may, from time to time as provided  herein,  make withdrawals from
the  Custodial  Account  of  amounts  on deposit  therein  pursuant  to Section  3.07 that are
attributable to the Mortgage Loans for the following purposes:

(i)     to remit to the Trustee for deposit  into the  Certificate  Account in the amounts and
        in the manner provided for in Section 4.01;

(ii)    to reimburse itself or the related Subservicer for previously  unreimbursed  Advances,
        Servicing  Advances or other  expenses made pursuant to Sections  3.01,  3.07(a) 3.08,
        3.11, 3.12(a),  3.14 and 4.04 or otherwise  reimbursable pursuant to the terms of this
        Agreement,  such  withdrawal  right being  limited to amounts  received on the related
        Mortgage  Loans  (including,  for this  purpose,  REO  Proceeds,  Insurance  Proceeds,
        Liquidation  Proceeds and proceeds  from the purchase of a Mortgage  Loan  pursuant to
        Section 2.02,  2.03, 2.04, 4.07, 4.08 or 9.01) which represent (A) Late Collections of
        Monthly  Payments  for  which  any such  advance  was made in the case of  Subservicer
        Advances or Advances  pursuant to Section 4.04 and (B) late recoveries of the payments
        for which such advances were made in the case of Servicing Advances;

(iii)   to pay to  itself or the  related  Subservicer  (if not  previously  retained  by such
        Subservicer)  out of each  payment  received  by the  Master  Servicer  on  account of
        interest  on a Mortgage  Loan as  contemplated  by Sections  3.14 and 3.16,  an amount
        equal to that remaining  portion of any such payment as to interest (but not in excess
        of the Servicing Fee and the  Subservicing  Fee, if not  previously  retained)  which,
        when deducted,  will result in the remaining amount of such interest being interest at
        a rate per annum equal to the Net Mortgage  Rate (or Modified Net Mortgage Rate in the
        case  of a  Modified  Mortgage  Loan)  on the  amount  specified  in the  amortization
        schedule  of the  related  Mortgage  Loan  as the  principal  balance  thereof  at the
        beginning of the period  respecting  which such  interest was paid after giving effect
        to any previous Curtailments;

(iv)    to pay to itself as  additional  servicing  compensation  any  interest or  investment
        income  earned on funds  deposited  in the  Custodial  Account  that it is entitled to
        withdraw pursuant to Section 3.07(c);

(v)     to pay to itself as additional  servicing  compensation any Foreclosure  Profits,  and
        any amounts  remitted by Subservicers as interest in respect of Curtailments  pursuant
        to Section 3.08(b);

(vi)    to pay to itself,  a  Subservicer,  Residential  Funding,  the  Depositor or any other
        appropriate  Person,  as the  case  may be,  with  respect  to each  Mortgage  Loan or
        property acquired in respect thereof that has been purchased or otherwise  transferred
        pursuant to Section  2.02,  2.03,  2.04,  4.07,  4.08 or 9.01,  all  amounts  received
        thereon and not required to be  distributed  to  Certificateholders  as of the date on
        which the related Stated Principal Balance or Purchase Price is determined;

(vii)   to  reimburse  itself or the related  Subservicer  for any  Nonrecoverable  Advance or
        Advances in the manner and to the extent  provided in  subsection  (c) below,  and any
        Advance or Servicing  Advance made in connection with a modified Mortgage Loan that is
        in  default  or,  in the  judgment  of the  Master  Servicer,  default  is  reasonably
        foreseeable  pursuant to Section  3.07(a),  to the extent the amount of the Advance or
        Servicing  Advance was added to the Stated  Principal  Balance of the Mortgage Loan in
        the preceding calendar month;

(viii)  to reimburse  itself or the Depositor for expenses  incurred by and reimbursable to it
        or the Depositor pursuant to Section 3.14(c), 6.03, 10.01 or otherwise;

(ix)    to  reimburse  itself for amounts  expended by it (a) pursuant to Section 3.14 in good
        faith in connection  with the restoration of property  damaged by an Uninsured  Cause,
        and (b), in connection  with the  liquidation  of a Mortgage Loan or disposition of an
        REO Property to the extent not otherwise  reimbursed pursuant to clause (ii) or (viii)
        above; and

(x)     to withdraw any amount deposited in the Custodial  Account that was not required to be
        deposited therein pursuant to Section 3.07,  including any payoff fees or penalties or
        any other  additional  amounts payable to the Master Servicer or Subservicer  pursuant
        to the terms of the Mortgage Note.

(b)     Since, in connection with withdrawals  pursuant to clauses (ii),  (iii), (v) and (vi),
the Master  Servicer's  entitlement  thereto is limited to collections or other  recoveries on
the related  Mortgage Loan, the Master Servicer shall keep and maintain  separate  accounting,
on a Mortgage Loan by Mortgage Loan basis,  for the purpose of justifying any withdrawal  from
the Custodial Account pursuant to such clauses.

(c)     The Master Servicer shall be entitled to reimburse  itself or the related  Subservicer
for any advance made in respect of a Mortgage Loan that the Master  Servicer  determines to be
a  Nonrecoverable  Advance  by  withdrawal  from the  Custodial  Account of amounts on deposit
therein   attributable  to  the  Mortgage  Loans  on  any  Certificate  Account  Deposit  Date
succeeding  the date of such  determination.  Such  right of  reimbursement  in  respect  of a
Nonrecoverable  Advance  relating  to an Advance  made  pursuant  to Section  4.04 on any such
Certificate  Account  Deposit Date shall be limited to an amount not  exceeding the portion of
such advance  previously paid to  Certificateholders  (and not  theretofore  reimbursed to the
Master Servicer or the related Subservicer).

Section 3.11.  Maintenance of Primary Insurance Coverage.

(a)     The Master  Servicer  shall not take, or permit any  Subservicer  to take,  any action
which would result in noncoverage  under any applicable  Primary  Insurance Policy of any loss
which,  but for the actions of the Master  Servicer or  Subservicer,  would have been  covered
thereunder.  To the extent  coverage is available,  the Master Servicer shall keep or cause to
be kept in full  force and effect  each such  Primary  Insurance  Policy  until the  principal
balance of the related  Mortgage  Loan  secured by a  Mortgaged  Property is reduced to 80% or
less of the  Appraised  Value at  origination  in the case of such a  Mortgage  Loan  having a
Loan-to-Value  Ratio at  origination  in excess of 80%,  provided that such Primary  Insurance
Policy was in place as of the  Cut-off  Date and the Master  Servicer  had  knowledge  of such
Primary  Insurance  Policy.  The Master  Servicer shall not cancel or refuse to renew any such
Primary  Insurance  Policy  applicable to a  Nonsubserviced  Mortgage  Loan, or consent to any
Subservicer  canceling or refusing to renew any such Primary  Insurance Policy applicable to a
Mortgage  Loan  subserviced  by it, that is in effect at the date of the  initial  issuance of
the  Certificates  and is  required  to be kept in  force  hereunder  unless  the  replacement
Primary  Insurance  Policy for such  canceled  or  non-renewed  policy is  maintained  with an
insurer  whose  claims-paying  ability  is  acceptable  to each  Rating  Agency  for  mortgage
pass-through  certificates  having  a  rating  equal  to or  better  than  the  lower  of  the
then-current  rating or the rating  assigned to the  Certificates  as of the  Closing  Date by
such Rating Agency.

(b)     In  connection  with its  activities  as  administrator  and  servicer of the Mortgage
Loans,  the Master Servicer agrees to present or to cause the related  Subservicer to present,
on  behalf  of  the   Master   Servicer,   the   Subservicer,   if  any,   the   Trustee   and
Certificateholders,  claims to the insurer under any Primary Insurance  Policies,  in a timely
manner in accordance  with such  policies,  and, in this regard,  to take or cause to be taken
such reasonable  action as shall be necessary to permit  recovery under any Primary  Insurance
Policies  respecting  defaulted  Mortgage  Loans.  Pursuant  to Section  3.07,  any  Insurance
Proceeds  collected  by or  remitted  to the  Master  Servicer  under  any  Primary  Insurance
Policies  shall be deposited  in the  Custodial  Account,  subject to  withdrawal  pursuant to
Section 3.10.

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

(a)     The  Master  Servicer  shall  cause to be  maintained  for  each  Mortgage  Loan  fire
insurance  with  extended  coverage in an amount which is equal to the lesser of the principal
balance  owing on such  Mortgage Loan  (together  with the  principal  balance of any mortgage
loan  secured by a lien that is senior to the Mortgage  Loan) or 100 percent of the  insurable
value of the  improvements;  provided,  however,  that such  coverage may not be less than the
minimum  amount  required to fully  compensate  for any loss or damage on a  replacement  cost
basis. To the extent it may do so without breaching the related  Subservicing  Agreement,  the
Master  Servicer  shall replace any  Subservicer  that does not cause such  insurance,  to the
extent  it is  available,  to be  maintained.  The  Master  Servicer  shall  also  cause to be
maintained  on property  acquired upon  foreclosure,  or deed in lieu of  foreclosure,  of any
Mortgage Loan,  fire insurance with extended  coverage in an amount which is at least equal to
the amount  necessary to avoid the  application of any  co-insurance  clause  contained in the
related  hazard  insurance  policy.  Pursuant to Section  3.07,  any amounts  collected by the
Master  Servicer under any such policies  (other than amounts to be applied to the restoration
or repair of the related  Mortgaged  Property or property thus acquired or amounts released to
the Mortgagor in accordance with the Master Servicer's  normal servicing  procedures) shall be
deposited in the Custodial Account,  subject to withdrawal  pursuant to Section 3.10. Any cost
incurred by the Master  Servicer in maintaining  any such insurance shall not, for the purpose
of  calculating  monthly  distributions  to  Certificateholders,  be added to the amount owing
under the Mortgage Loan,  notwithstanding  that the terms of the Mortgage Loan so permit. Such
costs  shall be  recoverable  by the Master  Servicer  out of  related  late  payments  by the
Mortgagor or out of Insurance  Proceeds and  Liquidation  Proceeds to the extent  permitted by
Section  3.10. It is understood  and agreed that no earthquake or other  additional  insurance
is to be  required  of any  Mortgagor  or  maintained  on  property  acquired  in respect of a
Mortgage  Loan other than pursuant to such  applicable  laws and  regulations  as shall at any
time be in force and as shall require such  additional  insurance.  Whenever the  improvements
securing a Mortgage  Loan are located at the time of  origination  of such  Mortgage Loan in a
federally  designated  special  flood  hazard  area,  the Master  Servicer  shall  cause flood
insurance  (to  the  extent  available)  to be  maintained  in  respect  thereof.  Such  flood
insurance  shall be in an amount equal to the lesser of (i) the amount  required to compensate
for any loss or damage to the  Mortgaged  Property  on a  replacement  cost basis and (ii) the
maximum  amount of such  insurance  available  for the related  Mortgaged  Property  under the
national flood insurance program  (assuming that the area in which such Mortgaged  Property is
located is  participating  in such program).In the event that the Master Servicer shall obtain
and maintain a blanket fire insurance  policy with extended  coverage  insuring against hazard
losses on all of the Mortgage  Loans,  it shall  conclusively  be deemed to have satisfied its
obligations as set forth in the first sentence of this Section  3.12(a),  it being  understood
and  agreed  that such  policy  may  contain a  deductible  clause,  in which  case the Master
Servicer  shall,  in the  event  that  there  shall not have been  maintained  on the  related
Mortgaged  Property a policy  complying  with the first  sentence of this Section  3.12(a) and
there  shall have been a loss which  would have been  covered by such  policy,  deposit in the
Certificate  Account the amount not  otherwise  payable  under the blanket  policy  because of
such  deductible  clause.  Any such deposit by the Master  Servicer shall be made from its own
funds  and  shall  be  made  on the  Certificate  Account  Deposit  Date  next  preceding  the
Distribution  Date which occurs in the month  following the month in which  payments under any
such policy  would have been  deposited  in the  Custodial  Account.  In  connection  with its
activities as  administrator  and servicer of the Mortgage  Loans,  the Master Servicer agrees
to present,  on behalf of itself,  the Trustee and  Certificateholders,  claims under any such
blanket policy.

(b)     The Master  Servicer  shall  obtain and  maintain  at its own expense and keep in full
force and effect  throughout the term of this Agreement a blanket  fidelity bond and an errors
and  omissions  insurance  policy  covering the Master  Servicer's  officers and employees and
other  persons  acting on behalf of the Master  Servicer  in  connection  with its  activities
under this  Agreement.  The amount of coverage  shall be at least equal to the  coverage  that
would be required by Fannie Mae or Freddie  Mac,  whichever  is greater,  with  respect to the
Master  Servicer if the Master  Servicer were servicing and  administering  the Mortgage Loans
for  Fannie  Mae or Freddie  Mac.  In the event  that any such bond or policy  ceases to be in
effect,  the Master  Servicer  shall  obtain a comparable  replacement  bond or policy from an
issuer or  insurer,  as the case may be,  meeting  the  requirements,  if any,  of the Program
Guide and  acceptable  to the  Depositor.  Coverage of the Master  Servicer  under a policy or
bond obtained by an Affiliate of the Master  Servicer and  providing the coverage  required by
this Section 3.12(b) shall satisfy the requirements of this Section 3.12(b).

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

(a)     When any  Mortgaged  Property  is conveyed by the  Mortgagor,  the Master  Servicer or
Subservicer,  to  the  extent  it  has  knowledge  of  such  conveyance,   shall  enforce  any
due-on-sale  clause contained in any Mortgage Note or Mortgage,  to the extent permitted under
applicable  law and  governmental  regulations,  but only to the extent that such  enforcement
will not  adversely  affect or  jeopardize  coverage  under  any  Required  Insurance  Policy.
Notwithstanding  the foregoing:  (i) the Master  Servicer shall not be deemed to be in default
under this Section  3.13(a) by reason of any transfer or assumption  which the Master Servicer
is restricted by law from  preventing;  and (ii) if the Master Servicer  determines that it is
reasonably  likely  that any  Mortgagor  will bring,  or if any  Mortgagor  does bring,  legal
action to declare invalid or otherwise  avoid  enforcement of a due-on-sale  clause  contained
in any Mortgage  Note or Mortgage,  the Master  Servicer  shall not be required to enforce the
due-on-sale clause or to contest such action.

(b)     Subject to the Master Servicer's duty to enforce any due-on-sale  clause to the extent
set forth in Section 3.13(a),  in any case in which a Mortgaged  Property is to be conveyed to
a Person by a  Mortgagor,  and such  Person is to enter  into an  assumption  or  modification
agreement or supplement to the Mortgage Note or Mortgage  which  requires the signature of the
Trustee,  or if an  instrument  of release  signed by the  Trustee is required  releasing  the
Mortgagor from liability on the Mortgage Loan, the Master  Servicer is authorized,  subject to
the  requirements  of the sentence next  following,  to execute and deliver,  on behalf of the
Trustee,  the  assumption  agreement  with the Person to whom the Mortgaged  Property is to be
conveyed and such  modification  agreement or  supplement  to the Mortgage Note or Mortgage or
other  instruments  as are reasonable or necessary to carry out the terms of the Mortgage Note
or Mortgage or otherwise  to comply with any  applicable  laws  regarding  assumptions  or the
transfer of the Mortgaged Property to such Person;  provided,  however, none of such terms and
requirements  shall both  constitute  a  "significant  modification"  effecting an exchange or
reissuance  of such  Mortgage  Loan under the Code (or final,  temporary or proposed  Treasury
regulations  promulgated  thereunder) and cause any REMIC created hereunder to fail to qualify
as  REMICs  under  the  Code or the  imposition  of any tax on  "prohibited  transactions"  or
"contributions"  after the startup date under the REMIC Provisions.  The Master Servicer shall
execute and deliver such  documents  only if it reasonably  determines  that (i) its execution
and delivery  thereof will not conflict  with or violate any terms of this  Agreement or cause
the unpaid  balance  and  interest on the  Mortgage  Loan to be  uncollectible  in whole or in
part, (ii) any required consents of insurers under any Required  Insurance  Policies have been
obtained and (iii)  subsequent to the closing of the  transaction  involving the assumption or
transfer  (A) the  Mortgage  Loan will  continue  to be secured by a first  mortgage  lien (or
junior lien of the same  priority in relation to any senior  mortgage  loan,  with  respect to
any Mortgage Loan secured by a junior  Mortgage)  pursuant to the terms of the  Mortgage,  (B)
such  transaction  will not  adversely  affect  the  coverage  under  any  Required  Insurance
Policies,  (C) the Mortgage Loan will fully amortize over the remaining  term thereof,  (D) no
material term of the Mortgage  Loan  (including  the interest rate on the Mortgage  Loan) will
be  altered   nor  will  the  term  of  the   Mortgage   Loan  be  changed   and  (E)  if  the
seller/transferor  of the Mortgaged  Property is to be released from liability on the Mortgage
Loan,  the  buyer/transferee  of the  Mortgaged  Property  would be  qualified  to assume  the
Mortgage Loan based on generally  comparable  credit  quality and such release will not (based
on the Master  Servicer's or  Subservicer's  good faith  determination)  adversely  affect the
collectability  of the  Mortgage  Loan.  Upon  receipt of  appropriate  instructions  from the
Master  Servicer in  accordance  with the  foregoing,  the Trustee shall execute any necessary
instruments  for such  assumption  or  substitution  of  liability  as  directed by the Master
Servicer.  Upon the closing of the  transactions  contemplated by such  documents,  the Master
Servicer  shall cause the originals or true and correct  copies of the  assumption  agreement,
the release (if any),  or the  modification  or supplement to the Mortgage Note or Mortgage to
be delivered to the Trustee or the  Custodian  and  deposited  with the Mortgage File for such
Mortgage  Loan.  Any fee  collected  by the Master  Servicer or such related  Subservicer  for
entering into an assumption or  substitution  of liability  agreement  will be retained by the
Master Servicer or such Subservicer as additional servicing compensation.

(c)     The Master Servicer or the related Subservicer,  as the case may be, shall be entitled
to  approve  a request  from a  Mortgagor  for a  partial  release  of the  related  Mortgaged
Property,  the granting of an easement  thereon in favor of another Person,  any alteration or
demolition  of the related  Mortgaged  Property  without any right of  reimbursement  or other
similar  matters if it has  determined,  exercising  its good faith  business  judgment in the
same manner as it would if it were the owner of the related  Mortgage Loan,  that the security
for,  and the timely and full  collectability  of, such  Mortgage  Loan would not be adversely
affected  thereby and that each REMIC created  hereunder  would continue to qualify as a REMIC
under  the  Code  as a  result  thereof  and  that  no tax  on  "prohibited  transactions"  or
"contributions"  after the Startup Date would be imposed on any REMIC  created  hereunder as a
result  thereof.  Any fee  collected  by the Master  Servicer or the related  Subservicer  for
processing  such a request  will be retained by the Master  Servicer  or such  Subservicer  as
additional servicing compensation.

(d)     Subject to any other  applicable  terms and conditions of this  Agreement,  the Master
Servicer  shall be entitled to approve an assignment in lieu of  satisfaction  with respect to
any Mortgage  Loan,  provided the obligee with respect to such  Mortgage Loan  following  such
proposed assignment  provides the Master Servicer with a "Lender  Certification for Assignment
of  Mortgage  Loan"  in the  form  attached  hereto  as  Exhibit  N,  in  form  and  substance
satisfactory to the Master  Servicer,  providing the following:  (i) that the Mortgage Loan is
secured by Mortgaged  Property  located in a  jurisdiction  in which an  assignment in lieu of
satisfaction  is required to preserve  lien  priority,  minimize or avoid  mortgage  recording
taxes  or  otherwise  comply  with,  or  facilitate  a  refinancing  under,  the  laws of such
jurisdiction;  (ii)  that  the  substance  of the  assignment  is,  and is  intended  to be, a
refinancing  of such  Mortgage Loan and that the form of the  transaction  is solely to comply
with, or  facilitate  the  transaction  under,  such local laws;  (iii) that the Mortgage Loan
following  the proposed  assignment  will have a rate of interest at least 0.25 percent  below
or above the rate of interest on such  Mortgage Loan prior to such  proposed  assignment;  and
(iv) that such  assignment is at the request of the borrower under the related  Mortgage Loan.
Upon  approval of an  assignment in lieu of  satisfaction  with respect to any Mortgage  Loan,
the Master Servicer shall receive cash in an amount equal to the unpaid  principal  balance of
and accrued  interest on such  Mortgage Loan and the Master  Servicer  shall treat such amount
as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof.

Section 3.14.  Realization Upon Defaulted Mortgage Loans.

(a)     The Master  Servicer shall foreclose upon or otherwise  comparably  convert (which may
include an REO  Acquisition)  the ownership of properties  securing such of the Mortgage Loans
as come into and  continue  in default  and as to which no  satisfactory  arrangements  can be
made for  collection  of delinquent  payments  pursuant to Section  3.07.  Alternatively,  the
Master  Servicer may take other  actions in respect of a defaulted  Mortgage  Loan,  which may
include  (i)  accepting  a short sale (a payoff of the  Mortgage  Loan for an amount less than
the total amount  contractually  owed in order to facilitate a sale of the Mortgaged  Property
by the  Mortgagor)  or  permitting a short  refinancing  (a payoff of the Mortgage Loan for an
amount  less than the  total  amount  contractually  owed in order to  facilitate  refinancing
transactions  by  the  Mortgagor  not  involving  a  sale  of the  Mortgaged  Property),  (ii)
arranging  for a  repayment  plan or (iii)  agreeing  to a  modification  in  accordance  with
Section 3.07. In connection with such  foreclosure or other  conversion or action,  the Master
Servicer  shall,  consistent  with Section 3.11,  follow such  practices and  procedures as it
shall  deem  necessary  or  advisable,  as shall be normal and usual in its  general  mortgage
servicing  activities  and as shall be required or  permitted by the Program  Guide;  provided
that the Master  Servicer shall not be liable in any respect  hereunder if the Master Servicer
is acting in connection  with any such  foreclosure or other  conversion or action in a manner
that is  consistent  with the  provisions of this  Agreement.  The Master  Servicer,  however,
shall  not be  required  to  expend  its own  funds or incur  other  reimbursable  charges  in
connection with any foreclosure,  or attempted foreclosure which is not completed,  or towards
the  correction of any default on a related senior  mortgage loan, or towards the  restoration
of any property unless it shall determine (i) that such  restoration  and/or  foreclosure will
increase the proceeds of  liquidation of the Mortgage Loan to Holders of  Certificates  of one
or more  Classes  after  reimbursement  to itself for such  expenses  or charges and (ii) that
such expenses and charges will be recoverable to it through  Liquidation  Proceeds,  Insurance
Proceeds,  or  REO  Proceeds  (respecting  which  it  shall  have  priority  for  purposes  of
withdrawals  from  the  Custodial  Account  pursuant  to  Section  3.10,  whether  or not such
expenses and charges are actually  recoverable from related  Liquidation  Proceeds,  Insurance
Proceeds  or REO  Proceeds).  In the  event of such a  determination  by the  Master  Servicer
pursuant to this Section  3.14(a),  the Master Servicer shall be entitled to  reimbursement of
its funds so expended  pursuant to Section 3.10. In addition,  the Master  Servicer may pursue
any  remedies  that may be  available  in  connection  with a breach of a  representation  and
warranty with respect to any such  Mortgage  Loan in  accordance  with Sections 2.03 and 2.04.
However,  the Master  Servicer is not  required to  continue  to pursue both  foreclosure  (or
similar  remedies)  with  respect to the  Mortgage  Loans and  remedies in  connection  with a
breach of a  representation  and warranty if the Master Servicer  determines in its reasonable
discretion  that one such  remedy is more  likely to  result in a greater  recovery  as to the
Mortgage Loan.  Upon the occurrence of a Cash  Liquidation or REO  Disposition,  following the
deposit in the Custodial  Account of all Insurance  Proceeds,  Liquidation  Proceeds and other
payments  and  recoveries  referred  to in  the  definition  of  "Cash  Liquidation"  or  "REO
Disposition,"  as  applicable,  upon  receipt by the Trustee of written  notification  of such
deposit  signed by a  Servicing  Officer,  the Trustee or any  Custodian,  as the case may be,
shall release to the Master  Servicer the related  Mortgage File and the Trustee shall execute
and deliver such  instruments of transfer or assignment  prepared by the Master  Servicer,  in
each case  without  recourse,  as shall be  necessary  to vest in the Master  Servicer  or its
designee,  as the case may be, the related  Mortgage Loan,  and thereafter  such Mortgage Loan
shall not be part of the Trust Fund.  Notwithstanding  the foregoing or any other provision of
this  Agreement,  in the Master  Servicer's  sole  discretion  with  respect to any  defaulted
Mortgage  Loan  or  REO  Property  as to  either  of  the  following  provisions,  (i) a  Cash
Liquidation or REO  Disposition  may be deemed to have occurred if  substantially  all amounts
expected  by the Master  Servicer  to be received  in  connection  with the related  defaulted
Mortgage Loan or REO Property have been  received,  and (ii) for purposes of  determining  the
amount of any Liquidation  Proceeds,  Insurance  Proceeds,  REO Proceeds or other  unscheduled
collections  or the amount of any  Realized  Loss,  the Master  Servicer may take into account
minimal  amounts of additional  receipts  expected to be received or any estimated  additional
liquidation  expenses  expected  to be  incurred  in  connection  with the  related  defaulted
Mortgage Loan or REO Property.

(b)     In the event that title to any Mortgaged  Property is acquired by the Trust Fund as an
REO Property by  foreclosure  or by deed in lieu of  foreclosure,  the deed or  certificate of
sale  shall be issued  to the  Trustee  or to its  nominee  on  behalf of  Certificateholders.
Notwithstanding  any such  acquisition of title and cancellation of the related Mortgage Loan,
such REO Property shall (except as otherwise  expressly  provided  herein) be considered to be
an  Outstanding  Mortgage  Loan held in the Trust  Fund  until  such time as the REO  Property
shall be sold.  Consistent  with the foregoing for purposes of all  calculations  hereunder so
long as such REO Property shall be considered to be an  Outstanding  Mortgage Loan it shall be
assumed that,  notwithstanding  that the  indebtedness  evidenced by the related Mortgage Note
shall have been  discharged,  such  Mortgage  Note and the  related  amortization  schedule in
effect at the time of any such  acquisition  of title  (after  giving  effect to any  previous
Curtailments  and  before  any  adjustment  thereto  by reason of any  bankruptcy  or  similar
proceeding or any moratorium or similar waiver or grace period) remain in effect.

(c)     In the event that the Trust Fund  acquires  any REO Property as aforesaid or otherwise
in connection  with a default or imminent  default on a Mortgage Loan, the Master  Servicer on
behalf of the Trust Fund shall  dispose of such REO  Property  within  three full years  after
the taxable year of its  acquisition  by the Trust Fund for purposes of Section  860G(a)(8) of
the Code (or such shorter period as may be necessary  under  applicable  state  (including any
state in which such  property is located)  law to  maintain  the status of each REMIC  created
hereunder as a REMIC under  applicable  state law and avoid taxes resulting from such property
failing to be  foreclosure  property  under  applicable  state law) or, at the  expense of the
Trust  Fund,  request,  more than 60 days  before  the day on which such  grace  period  would
otherwise  expire,  an extension of such grace period unless the Master  Servicer  obtains for
the Trustee an Opinion of Counsel,  addressed to the Trustee and the Master  Servicer,  to the
effect  that the  holding by the Trust Fund of such REO  Property  subsequent  to such  period
will not  result  in the  imposition  of taxes on  "prohibited  transactions"  as  defined  in
Section  860F of the Code or cause any REMIC  created  hereunder to fail to qualify as a REMIC
(for  federal (or any  applicable  State or local)  income tax  purposes) at any time that any
Certificates  are  outstanding,  in which  case the Trust Fund may  continue  to hold such REO
Property  (subject  to any  conditions  contained  in such  Opinion  of  Counsel).  The Master
Servicer  shall  be  entitled  to be  reimbursed  from the  Custodial  Account  for any  costs
incurred in obtaining  such Opinion of Counsel,  as provided in Section 3.10.  Notwithstanding
any other  provision of this  Agreement,  no REO Property  acquired by the Trust Fund shall be
rented (or allowed to continue  to be rented) or  otherwise  used by or on behalf of the Trust
Fund in such a manner or  pursuant  to any terms  that would (i) cause  such REO  Property  to
fail to qualify as  "foreclosure  property"  within the meaning of Section  860G(a)(8)  of the
Code or (ii) any subject  REMIC  created  hereunder to the  imposition  of any federal  income
taxes on the income  earned from such REO  Property,  including any taxes imposed by reason of
Section  860G(c) of the Code,  unless the Master  Servicer  has agreed to  indemnify  and hold
harmless the Trust Fund with respect to the imposition of any such taxes.

(d)     The proceeds of any Cash  Liquidation,  REO  Disposition  or purchase or repurchase of
any Mortgage  Loan  pursuant to the terms of this  Agreement,  as well as any recovery  (other
than Subsequent  Recoveries)  resulting from a collection of Liquidation  Proceeds,  Insurance
Proceeds or REO  Proceeds,  will be applied in the  following  order of  priority:  first,  to
reimburse  the  Master  Servicer  or  the  related  Subservicer  in  accordance  with  Section
3.10(a)(ii);  second, to the  Certificateholders  to the extent of accrued and unpaid interest
on the Mortgage Loan, and any related REO Imputed  Interest,  at the Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified  Mortgage  Loan),  to the Due Date in the
related  Due  Period  prior  to  the  Distribution  Date  on  which  such  amounts  are  to be
distributed;  third,  to the  Certificateholders  as a recovery of  principal  on the Mortgage
Loan  (or  REO  Property);  fourth,  to all  Servicing  Fees  and  Subservicing  Fees  payable
therefrom  (and  the  Master  Servicer  and  the  Subservicer  shall  have no  claims  for any
deficiencies  with  respect to such fees which  result  from the  foregoing  allocation);  and
fifth, to Foreclosure Profits.

(e)     In the event of a default on a Mortgage  Loan one or more of whose  obligors  is not a
United States Person,  in connection  with any foreclosure or acquisition of a deed in lieu of
foreclosure  (together,  "foreclosure")  in respect of such Mortgage Loan, the Master Servicer
shall cause compliance with the provisions of Treasury  Regulation Section  1.1445-2(d)(3) (or
any successor  thereto)  necessary to assure that no withholding  tax  obligation  arises with
respect to the proceeds of such  foreclosure  except to the extent,  if any,  that proceeds of
such foreclosure are required to be remitted to the obligors on such Mortgage Loan.

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

(a)     Upon becoming  aware of the payment in full of any Mortgage  Loan, or upon the receipt
by the Master  Servicer of a  notification  that  payment in full will be escrowed in a manner
customary for such purposes,  the Master Servicer shall immediately  notify the Trustee (if it
holds the related  Mortgage File) or the Custodian by a certification  of a Servicing  Officer
(which  certification  shall include a statement to the effect that all amounts received or to
be received  in  connection  with such  payment  which are  required  to be  deposited  in the
Custodial  Account pursuant to Section 3.07 have been or will be so deposited),  substantially
in one of the forms  attached  hereto as Exhibit H  requesting  delivery to it of the Mortgage
File. Upon receipt of such certification and request,  the Trustee shall promptly release,  or
cause the Custodian to release,  the related Mortgage File to the Master Servicer.  The Master
Servicer is authorized  to execute and deliver to the Mortgagor the request for  reconveyance,
deed of reconveyance  or release or satisfaction of mortgage or such instrument  releasing the
lien of the Mortgage,  together with the Mortgage Note with, as appropriate,  written evidence
of  cancellation  thereon and to cause the removal from the  registration  on the MERS(R)System
of  such   Mortgage  and  to  execute  and   deliver,   on  behalf  of  the  Trustee  and  the
Certificateholders  or any of them, any and all  instruments of  satisfaction  or cancellation
or of partial or full  release,  including  any  applicable  UCC  termination  statements.  No
expenses  incurred in connection  with any instrument of  satisfaction or deed of reconveyance
shall be chargeable to the Custodial Account or the Certificate Account.

(b)     From time to time as is  appropriate  for the servicing or foreclosure of any Mortgage
Loan,  the Master  Servicer  shall  deliver to the  Custodian,  with a copy to the Trustee,  a
certificate  of a Servicing  Officer  substantially  in one of the forms attached as Exhibit H
hereto,  requesting  that  possession  of all,  or any  document  constituting  part  of,  the
Mortgage  File be released to the Master  Servicer  and  certifying  as to the reason for such
release and that such release will not invalidate any insurance  coverage  provided in respect
of the Mortgage Loan under any Required Insurance Policy.  Upon receipt of the foregoing,  the
Trustee shall  deliver,  or cause the Custodian to deliver,  the Mortgage File or any document
therein to the Master  Servicer.  The Master  Servicer  shall cause each  Mortgage File or any
document  therein so released to be returned to the  Trustee,  or the  Custodian  as agent for
the Trustee when the need  therefor by the Master  Servicer no longer  exists,  unless (i) the
Mortgage Loan has been liquidated and the Liquidation  Proceeds  relating to the Mortgage Loan
have been  deposited in the  Custodial  Account or (ii) the Mortgage File or such document has
been  delivered  directly or through a Subservicer  to an attorney,  or to a public trustee or
other  public  official as required by law,  for  purposes  of  initiating  or pursuing  legal
action or other  proceedings for the foreclosure of the Mortgaged  Property either  judicially
or  non-judicially,  and the Master  Servicer has delivered  directly or through a Subservicer
to the Trustee a certificate of a Servicing  Officer  certifying as to the name and address of
the Person to which such  Mortgage  File or such  document  was  delivered  and the purpose or
purposes of such  delivery.  In the event of the  liquidation  of a Mortgage Loan, the Trustee
shall  deliver the Request for Release with respect  thereto to the Master  Servicer  upon the
Trustee's  receipt of  notification  from the Master  Servicer  of the  deposit of the related
Liquidation Proceeds in the Custodial Account.

(c)     The Trustee or the Master  Servicer on the Trustee's  behalf shall execute and deliver
to the Master  Servicer,  if necessary,  any court  pleadings,  requests for trustee's sale or
other  documents  necessary to the  foreclosure  or  trustee's  sale in respect of a Mortgaged
Property  or to any legal  action  brought to obtain  judgment  against any  Mortgagor  on the
Mortgage  Note or  Mortgage  or to  obtain a  deficiency  judgment,  or to  enforce  any other
remedies or rights  provided by the Mortgage  Note or Mortgage or  otherwise  available at law
or in equity.  Together  with such  documents or  pleadings  (if signed by the  Trustee),  the
Master Servicer shall deliver to the Trustee a certificate of a Servicing  Officer  requesting
that such  pleadings or documents be executed by the Trustee and  certifying  as to the reason
such  documents or pleadings are required and that the  execution and delivery  thereof by the
Trustee shall not invalidate any insurance  coverage  under any Required  Insurance  Policy or
invalidate or otherwise  affect the lien of the Mortgage,  except for the  termination of such
a lien upon completion of the foreclosure or trustee's sale.

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

(a)     The Master Servicer, as compensation for its activities  hereunder,  shall be entitled
to receive on each  Distribution  Date the amounts  provided for by clauses  (iii),  (iv), (v)
and  (vi)  of  Section  3.10(a),  subject  to  clause  (e)  below.  The  amount  of  servicing
compensation   provided   for  in  such  clauses   shall  be  accounted   for  on  a  Mortgage
Loan-by-Mortgage  Loan basis. In the event that Liquidation  Proceeds,  Insurance Proceeds and
REO  Proceeds  (net of amounts  reimbursable  therefrom  pursuant to Section  3.10(a)(ii))  in
respect of a Cash Liquidation or REO Disposition  exceed the unpaid principal  balance of such
Mortgage Loan plus unpaid interest accrued thereon  (including REO Imputed  Interest) at a per
annum rate equal to the related Net Mortgage  Rate (or the  Modified Net Mortgage  Rate in the
case of a Modified  Mortgage Loan),  the Master Servicer shall be entitled to retain therefrom
and to pay to  itself  and/or  the  related  Subservicer,  any  Foreclosure  Profits  and  any
Servicing Fee or Subservicing Fee considered to be accrued but unpaid.

(b)     Additional  servicing  compensation  in the  form of  assumption  fees,  late  payment
charges,  investment income on amounts in the Custodial Account or the Certificate  Account or
otherwise  shall be retained by the Master  Servicer or the Subservicer to the extent provided
herein,  subject  to  clause  (e)  below.  Prepayment  charges  shall  be  deposited  into the
Certificate  Account and shall be paid on each  Distribution  Date to the holders of the Class
SB Certificates.

(c)     The Master  Servicer  shall be  required  to pay,  or cause to be paid,  all  expenses
incurred by it in connection with its servicing  activities  hereunder  (including  payment of
premiums  for the Primary  Insurance  Policies,  if any, to the extent such  premiums  are not
required to be paid by the related  Mortgagors,  and the fees and  expenses of the Trustee and
any  Custodian) and shall not be entitled to  reimbursement  therefor  except as  specifically
provided in Sections 3.10 and 3.14.

(d)     The Master Servicer's right to receive  servicing  compensation may not be transferred
in whole or in part except in  connection  with the  transfer  of all of its  responsibilities
and obligations of the Master Servicer under this Agreement.

(e)     Notwithstanding  clauses (a) and (b) above, the amount of servicing  compensation that
the Master  Servicer shall be entitled to receive for its activities  hereunder for the period
ending on each  Distribution  Date shall be reduced (but not below zero) by an amount equal to
Eligible Master  Servicing  Compensation (if any) for such  Distribution  Date. Such reduction
shall be applied during such period as follows:  first,  to any Servicing Fee or  Subservicing
Fee to which the Master  Servicer is entitled  pursuant to Section  3.10(a)(iii);  second,  to
any income or gain  realized from any  investment  of funds held in the  Custodial  Account or
the  Certificate  Account  to which the Master  Servicer  is  entitled  pursuant  to  Sections
3.07(c) or 4.01(b),  respectively;  and third,  to any amounts of  servicing  compensation  to
which the Master Servicer is entitled  pursuant to Section  3.10(a)(v) or (vi). In making such
reduction,  the Master Servicer shall not withdraw from the Custodial  Account any such amount
representing  all or a  portion  of the  Servicing  Fee to which it is  entitled  pursuant  to
Section  3.10(a)(iii);  (ii) shall not  withdraw  from the  Custodial  Account or  Certificate
Account  any such amount to which it is  entitled  pursuant to Section  3.07(c) or 4.01(b) and
(iii)  shall  not  withdraw  from  the   Custodial   Account  any  such  amount  of  servicing
compensation to which it is entitled pursuant to Section 3.10(a)(v) or (vi).

Section 3.17.  Reports to the Trustee and the Depositor.

        Not later than  fifteen  days after it receives a written  request from the Trustee or
the  Depositor,  the  Master  Servicer  shall  forward  to the  Trustee  and the  Depositor  a
statement,  certified  by a  Servicing  Officer,  setting  forth the  status of the  Custodial
Account as of the close of business on such  Distribution  Date as it relates to the  Mortgage
Loans and showing,  for the period covered by such statement,  the aggregate of deposits in or
withdrawals  from the Custodial  Account in respect of the Mortgage Loans for each category of
deposit specified in Section 3.07 and each category of withdrawal specified in Section 3.10.

Section 3.18.  Annual Statement as to Compliance and Servicing Assessment.

        The Master  Servicer  shall  deliver to the Depositor and the Trustee on or before the
earlier of (a) March 31 of each year or (b) with  respect to any  calendar  year during  which
the  Depositor's  annual  report on Form 10-K is required to be filed in  accordance  with the
Exchange Act and the rules and  regulations  of the  Commission,  the date on which the annual
report  on Form 10-K is  required  to be filed in  accordance  with the  Exchange  Act and the
rules and  regulations of the Commission,  (i) a servicing  assessment as described in Section
4.03(f)(ii) and (ii) a servicer compliance  statement,  signed by an authorized officer of the
Master  Servicer,  as described in Items  1122(a),  1122(b) and 1123 of Regulation  AB, to the
effect that:

(i)     A review of the Master  Servicer's  activities  during the reporting period and of its
        performance under this Agreement, has been made under such officer's supervision.

(ii)    To the best of such officer's  knowledge,  based on such review,  the Master  Servicer
        has fulfilled all of its  obligations  under this  Agreement in all material  respects
        throughout  the  reporting  period or, if there has been a failure to fulfill any such
        obligation  in any  material  respect,  specifying  each  such  failure  known to such
        officer and the nature and status thereof.

        The Master  Servicer  shall use  commercially  reasonable  efforts to obtain  from all
other parties participating in the servicing function any additional  certifications  required
under Item 1123 of  Regulation  AB to the extent  required  to be included in a Report on Form
10-K;  provided,  however,  that a failure to obtain such certifications shall not be a breach
of the  Master  Servicer's  duties  hereunder  if any  such  party  fails  to  deliver  such a
certification.

Section 3.19.  Annual Independent Public Accountants' Servicing Report.

        On or before  the  earlier  of (a) March 31 of each  year or (b) with  respect  to any
calendar  year  during  which the  Depositor's  annual  report on Form 10-K is  required to be
filed in accordance  with the Exchange Act and the rules and  regulations  of the  Commission,
the date on which the annual  report is required to be filed in  accordance  with the Exchange
Act and the rules and  regulations  of the  Commission,  the Master  Servicer  at its  expense
shall cause a firm of independent public  accountants,  which shall be members of the American
Institute of Certified  Public  Accountants,  to furnish to the  Depositor and the Trustee the
attestation  required under Item 1122(b) of Regulation AB. In rendering such  statement,  such
firm  may  rely,  as to  matters  relating  to the  direct  servicing  of  mortgage  loans  by
Subservicers,  upon comparable  statements for  examinations  conducted by independent  public
accountants  substantially in accordance with standards  established by the American Institute
of Certified Public  Accountants  (rendered within one year of such statement) with respect to
such Subservicers.

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

        The Master  Servicer  shall  afford the  Depositor  and the Trustee,  upon  reasonable
notice,  during normal business hours access to all records  maintained by the Master Servicer
in respect  of its  rights and  obligations  hereunder  and access to  officers  of the Master
Servicer  responsible for such  obligations.  Upon request,  the Master Servicer shall furnish
the  Depositor  and the  Trustee  with its most  recent  financial  statements  and such other
information as the Master Servicer  possesses  regarding its business,  affairs,  property and
condition,  financial  or  otherwise.  The  Master  Servicer  shall  also  cooperate  with all
reasonable requests for information  including,  but not limited to, notices, tapes and copies
of  files,  regarding  itself,  the  Mortgage  Loans or the  Certificates  from any  Person or
Persons  identified by the Depositor or  Residential  Funding.  The Depositor  may, but is not
obligated to perform, or cause a designee to perform,  any defaulted  obligation of the Master
Servicer  hereunder or exercise the rights of the Master  Servicer  hereunder;  provided  that
the Master  Servicer  shall not be relieved of any of its  obligations  hereunder by virtue of
such  performance  by the  Depositor or its  designee.  Neither the  Depositor nor the Trustee
shall  have the  responsibility  or  liability  for any action or failure to act by the Master
Servicer and is not obligated to supervise the  performance of the Master  Servicer under this
Agreement or otherwise.

Section 3.21.  Advance Facility.

(a)     The Master  Servicer is hereby  authorized to enter into a financing or other facility
(any such  arrangement,  an "Advance  Facility")  under which (1) the Master  Servicer  sells,
assigns or pledges to another  Person (an  "Advancing  Person") the Master  Servicer's  rights
under this  Agreement to be reimbursed  for any Advances or Servicing  Advances  and/or (2) an
Advancing  Person agrees to fund some or all Advances and/or  Servicing  Advances  required to
be made by the Master Servicer  pursuant to this Agreement.  No consent of the Depositor,  the
Trustee,  the  Certificateholders  or any other  party  shall be  required  before  the Master
Servicer  may enter into an Advance  Facility.  Notwithstanding  the  existence of any Advance
Facility under which an Advancing  Person agrees to fund Advances  and/or  Servicing  Advances
on the Master  Servicer's  behalf,  the Master  Servicer  shall remain  obligated  pursuant to
this  Agreement to make  Advances and Servicing  Advances  pursuant to and as required by this
Agreement.  If the Master  Servicer  enters  into an Advance  Facility,  and for so long as an
Advancing  Person  remains  entitled  to  receive  reimbursement  for any  Advances  including
Nonrecoverable   Advances   ("Advance   Reimbursement   Amounts")  and/or  Servicing  Advances
including  Nonrecoverable  Advances  ("Servicing Advance  Reimbursement  Amounts" and together
with  Advance  Reimbursement  Amounts,  "Reimbursement  Amounts")  (in each case to the extent
such type of  Reimbursement  Amount is  included  in the  Advance  Facility),  as  applicable,
pursuant  to this  Agreement,  then the Master  Servicer  shall  identify  such  Reimbursement
Amounts  consistent with the reimbursement  rights set forth in Section  3.10(a)(ii) and (vii)
and remit such  Reimbursement  Amounts in  accordance  with this  Section 3.21 or otherwise in
accordance with the  documentation  establishing the Advance Facility to such Advancing Person
or to a trustee,  agent or  custodian  (an  "Advance  Facility  Trustee")  designated  by such
Advancing   Person  in  an  Advance  Facility  Notice  described  below  in  Section  3.21(b).
Notwithstanding  the foregoing,  if so required pursuant to the terms of the Advance Facility,
the  Master  Servicer  may  direct,  and if so  directed  in  writing  the  Trustee  is hereby
authorized  to and  shall  pay to the  Advance  Facility  Trustee  the  Reimbursement  Amounts
identified  pursuant  to  the  preceding  sentence.  An  Advancing  Person  whose  obligations
hereunder  are limited to the  funding of  Advances  and/or  Servicing  Advances  shall not be
required  to meet the  qualifications  of a  Master  Servicer  or a  Subservicer  pursuant  to
Section  3.02(a) or  6.02(c)  hereof  and shall not be deemed to be a  Subservicer  under this
Agreement.  Notwithstanding  anything  to the  contrary  herein,  in no  event  shall  Advance
Reimbursement   Amounts  or  Servicing  Advance  Reimbursement  Amounts  be  included  in  the
Available Distribution Amount or distributed to Certificateholders.

(b)     If the Master  Servicer  enters into an Advance  Facility  and makes the  election set
forth in Section 3.21(a),  the Master Servicer and the related  Advancing Person shall deliver
to the Trustee a written  notice and  payment  instruction  (an  "Advance  Facility  Notice"),
providing  the  Trustee  with  written  payment  instructions  as to where  to  remit  Advance
Reimbursement  Amounts  and/or  Servicing  Advance  Reimbursement  Amounts (each to the extent
such type of  Reimbursement  Amount is included  within the Advance  Facility)  on  subsequent
Distribution  Dates.  The  payment  instruction  shall  require the  applicable  Reimbursement
Amounts  to  be  distributed  to  the  Advancing  Person  or to an  Advance  Facility  Trustee
designated in the Advance Facility  Notice.  An Advance Facility Notice may only be terminated
by the joint written  direction of the Master Servicer and the related  Advancing  Person (and
any related Advance Facility Trustee).

(c)     Reimbursement  Amounts shall consist  solely of amounts in respect of Advances  and/or
Servicing  Advances  made with  respect to the  Mortgage  Loans for which the Master  Servicer
would be permitted to  reimburse  itself in  accordance  with  Section  3.10(a)(ii)  and (vii)
hereof,  assuming the Master Servicer or the Advancing Person had made the related  Advance(s)
and/or  Servicing   Advance(s).   Notwithstanding  the  foregoing,   except  with  respect  to
reimbursement  of  Nonrecoverable  Advances as set forth in Section 3.10(c) of this Agreement,
no Person shall be entitled to  reimbursement  from funds held in the  Collection  Account for
future distribution to  Certificateholders  pursuant to this Agreement.  Neither the Depositor
nor the  Trustee  shall have any duty or  liability  with  respect to the  calculation  of any
Reimbursement  Amount,  nor shall the  Depositor  or the Trustee  have any  responsibility  to
track or monitor the  administration  of the Advance Facility and the Depositor shall not have
any  responsibility  to track,  monitor or verify the payment of Reimbursement  Amounts to the
related Advancing Person or Advance Facility  Trustee.  The Master Servicer shall maintain and
provide  to  any  Successor  Master  Servicer  (a  "Successor  Master  Servicer")  a  detailed
accounting on a loan-by-loan  basis as to amounts  advanced by, sold,  pledged or assigned to,
and reimbursed to any Advancing  Person.  The Successor  Master  Servicer shall be entitled to
rely on any  such  information  provided  by the  Master  Servicer  and the  Successor  Master
Servicer shall not be liable for any errors in such information.

(d)     Upon the direction of and at the expense of the Master  Servicer,  the Trustee  agrees
to execute such  acknowledgments,  certificates,  and other  documents  provided by the Master
Servicer  and  reasonably  satisfactory  to  the  Trustee  recognizing  the  interests  of any
Advancing  Person or  Advance  Facility  Trustee in such  Reimbursement  Amounts as the Master
Servicer may cause to be made  subject to Advance  Facilities  pursuant to this Section  3.21,
and such other  documents  in  connection  with such  Advance  Facility  as may be  reasonably
requested  from  time to  time  by any  Advancing  Person  or  Advance  Facility  Trustee  and
reasonably satisfactory to the Trustee.

(e)     Reimbursement  Amounts collected with respect to each Mortgage Loan shall be allocated
to  outstanding  unreimbursed  Advances or  Servicing  Advances (as the case may be) made with
respect to that  Mortgage  Loan on a  "first-in,  first out"  ("FIFO")  basis,  subject to the
qualifications set forth below:

(i)     Any Successor  Master  Servicer to  Residential  Funding and the  Advancing  Person or
        Advance  Facility  Trustee  shall  be  required  to apply  all  amounts  available  in
        accordance  with this Section 3.21(e) to the  reimbursement  of Advances and Servicing
        Advances  in the  manner  provided  for  herein;  provided,  however,  that  after the
        succession  of a Successor  Master  Servicer,  (A) to the extent that any  Advances or
        Servicing  Advances with respect to any particular  Mortgage Loan are reimbursed  from
        payments or recoveries,  if any, from the related Mortgagor,  and Liquidation Proceeds
        or Insurance  Proceeds,  if any,  with respect to that  Mortgage  Loan,  reimbursement
        shall be made,  first, to the Advancing  Person or Advance Facility Trustee in respect
        of Advances and/or  Servicing  Advances related to that Mortgage Loan to the extent of
        the interest of the  Advancing  Person or Advance  Facility  Trustee in such  Advances
        and/or  Servicing  Advances,  second to the Master  Servicer  in  respect of  Advances
        and/or  Servicing  Advances  related to that Mortgage Loan in excess of those in which
        the Advancing Person or Advance  Facility  Trustee Person has an interest,  and third,
        to the Successor  Master  Servicer in respect of any other Advances  and/or  Servicing
        Advances  related to that Mortgage Loan, from such sources as and when collected,  and
        (B)  reimbursements  of  Advances  and  Servicing  Advances  that  are  Nonrecoverable
        Advances shall be made pro rata to the Advancing Person or Advance  Facility  Trustee,
        on the one hand, and any such  Successor  Master  Servicer,  on the other hand, on the
        basis of the  respective  aggregate  outstanding  unreimbursed  Advances and Servicing
        Advances  that are  Nonrecoverable  Advances  owed to the  Advancing  Person,  Advance
        Facility Trustee or Master Servicer  pursuant to this Agreement,  on the one hand, and
        any such Successor Master Servicer,  on the other hand, and without regard to the date
        on which any such  Advances or Servicing  Advances  shall have been made. In the event
        that, as a result of the FIFO allocation made pursuant to this Section  3.21(e),  some
        or all of a  Reimbursement  Amount paid to the  Advancing  Person or Advance  Facility
        Trustee  relates to Advances or  Servicing  Advances  that were made by a Person other
        than Residential  Funding or the Advancing Person or Advance  Facility  Trustee,  then
        the  Advancing  Person or Advance  Facility  Trustee  shall be  required  to remit any
        portion of such  Reimbursement  Amount to the Person  entitled to such portion of such
        Reimbursement  Amount.  Without limiting the generality of the foregoing,  Residential
        Funding shall remain  entitled to be  reimbursed  by the  Advancing  Person or Advance
        Facility  Trustee  for all  Advances  and  Servicing  Advances  funded by  Residential
        Funding to the extent the related  Reimbursement  Amount(s)  have not been assigned or
        pledged  to an  Advancing  Person  or  Advance  Facility  Trustee.  The  documentation
        establishing any Advance Facility shall require  Residential Funding to provide to the
        related  Advancing  Person or Advance  Facility  Trustee loan by loan information with
        respect to each  Reimbursement  Amount distributed to such Advancing Person or Advance
        Facility  Trustee  on each date of  remittance  thereof  to such  Advancing  Person or
        Advance Facility  Trustee,  to enable the Advancing Person or Advance Facility Trustee
        to make  the  FIFO  allocation  of each  Reimbursement  Amount  with  respect  to each
        Mortgage Loan.

(ii)    By way of  illustration,  and not by way of limiting the  generality of the foregoing,
        if the Master Servicer  resigns or is terminated at a time when the Master Servicer is
        a party to an Advance  Facility,  and is replaced by a Successor Master Servicer,  and
        the Successor  Master  Servicer  directly  funds  Advances or Servicing  Advances with
        respect to a Mortgage  Loan and does not  assign or pledge the  related  Reimbursement
        Amounts  to the  related  Advancing  Person  or  Advance  Facility  Trustee,  then all
        payments and  recoveries  received from the related  Mortgagor or received in the form
        of  Liquidation  Proceeds  with respect to such  Mortgage  Loan  (including  Insurance
        Proceeds  collected in connection  with a liquidation  of such Mortgage  Loan) will be
        allocated first to the Advancing  Person or Advance Facility Trustee until the related
        Reimbursement  Amounts  attributable to such Mortgage Loan that are owed to the Master
        Servicer and the Advancing Person,  which were made prior to any Advances or Servicing
        Advances  made by the  Successor  Master  Servicer,  have been  reimbursed in full, at
        which  point the  Successor  Master  Servicer  shall be entitled to retain all related
        Reimbursement  Amounts  subsequently  collected  with  respect to that  Mortgage  Loan
        pursuant  to Section  3.10 of this  Agreement.  To the  extent  that the  Advances  or
        Servicing Advances are Nonrecoverable  Advances to be reimbursed on an aggregate basis
        pursuant to Section  3.10 of this  Agreement,  the  reimbursement  paid in this manner
        will be made pro rata to the Advancing Person or Advance Facility Trustee,  on the one
        hand,  and the Successor  Master  Servicer,  on the other hand, as described in clause
        (i)(B) above.

(f)     The Master  Servicer  shall  remain  entitled to be  reimbursed  for all  Advances and
Servicing  Advances  funded by the Master  Servicer  to the extent  the  related  rights to be
reimbursed therefor have not been sold, assigned or pledged to an Advancing Person.

(g)     Any amendment to this Section 3.21 or to any other  provision of this  Agreement  that
may be  necessary  or  appropriate  to effect the terms of an Advance  Facility  as  described
generally  in  this  Section  3.21,  including  amendments  to add  provisions  relating  to a
successor  master servicer,  may be entered into by the Trustee,  the Depositor and the Master
Servicer without the consent of any  Certificateholder,  with written  confirmation  from each
Rating  Agency  that the  amendment  will not result in the  reduction  of the  ratings on any
class of the Certificates  below the then current ratings on such  Certificates,  and delivery
of an Opinion of Counsel as required under Section  11.01(c)  notwithstanding  anything to the
contrary in Section 11.01 of or elsewhere in this Agreement.

(h)     Any rights of set-off that the Trust Fund, the Trustee,  the Depositor,  any Successor
Master  Servicer or any other Person might  otherwise  have against the Master  Servicer under
this  Agreement  shall not attach to any rights to be  reimbursed  for  Advances or  Servicing
Advances  that have been sold,  transferred,  pledged,  conveyed or assigned to any  Advancing
Person.

(i)     At any time when an  Advancing  Person  shall  have  ceased  funding  Advances  and/or
Servicing  Advances (as the case may be) and the Advancing  Person or related Advance Facility
Trustee shall have  received  Reimbursement  Amounts  sufficient in the aggregate to reimburse
all Advances and/or  Servicing  Advances (as the case may be) the right to  reimbursement  for
which were  assigned to the  Advancing  Person,  then upon the  delivery  of a written  notice
signed by the  Advancing  Person and the Master  Servicer or its  successor  or assign) to the
Trustee  terminating the Advance Facility Notice (the "Notice of Facility  Termination"),  the
Master  Servicer or its  Successor  Master  Servicer  shall again be entitled to withdraw  and
retain the related Reimbursement Amounts from the Custodial Account pursuant to Section 3.10.

(j)     After delivery of any Advance  Facility  Notice,  and until any such Advance  Facility
Notice has been terminated by a Notice of Facility  Termination,  this Section 3.21 may not be
amended or  otherwise  modified  without the prior  written  consent of the related  Advancing
Person.





ARTICLE IV
                                PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01.  Certificate Account.

(a)     The Master  Servicer  acting as agent of the Trustee  shall  establish  and maintain a
Certificate  Account in which the Master  Servicer  shall  deposit or cause to be deposited on
behalf of the  Trustee  on or  before  2:00 P.M.  New York  time on each  Certificate  Account
Deposit Date by wire  transfer of  immediately  available  funds an amount equal to the sum of
(i) any Advance for the  immediately  succeeding  Distribution  Date, (ii) any amount required
to be paid  pursuant to Section  3.12(a),  (iii) any amount  required to be  deposited  in the
Certificate  Account  pursuant to Section  3.16(e),  Section  4.07 or Section  4.08,  (iv) any
amount  required  to be paid  pursuant  to Section  9.01,  (v) any  prepayment  charges on the
Mortgage  Loans  received  during the  related  Prepayment  Period and (vi) all other  amounts
constituting the Available  Distribution  Amount for the immediately  succeeding  Distribution
Date.

(b)     On or prior to the Business Day  immediately  following each  Determination  Date, the
Master Servicer shall determine any amounts owed by the Yield Maintenance  Agreement  Provider
under the Yield  Maintenance  Agreement  and  inform  the  Trustee in writing of the amount so
calculated.

(c)     The Trustee shall, upon written request from the Master Servicer,  invest or cause the
institution  maintaining  the  Certificate  Account  to invest  the  funds in the  Certificate
Account in  Permitted  Investments  designated  in the name of the  Trustee for the benefit of
the  Certificateholders,  which shall mature not later than the  Business  Day next  preceding
the  Distribution  Date next  following the date of such  investment  (except that (i) if such
Permitted  Investment is an obligation of the  institution  that  maintains  such account or a
fund for which such  institution  serves as  custodian,  then such  Permitted  Investment  may
mature  on  such  Distribution  Date  and  (ii)  any  other  investment  may  mature  on  such
Distribution  Date  if the  Trustee  shall  advance  funds  on such  Distribution  Date to the
Certificate  Account  in the amount  payable on such  investment  on such  Distribution  Date,
pending receipt thereof to the extent  necessary to make  distributions  on the  Certificates)
and shall not be sold or  disposed of prior to  maturity.  All income and gain  realized  from
any such  investment  shall be for the benefit of the Master  Servicer and shall be subject to
its  withdrawal  or order from time to time.  The amount of any losses  incurred in respect of
any such  investments  shall be deposited in the  Certificate  Account by the Master  Servicer
out of its own funds immediately as realized.

Section 4.02.  Distributions.

(a)     On each Distribution  Date, the Trustee (or the Paying Agent on behalf of the Trustee)
shall  allocate and  distribute the Available  Distribution  Amount,  if any, for such date to
the interests issued in respect of REMIC I and REMIC II as specified in this Section.

(b)     (1)    On each  Distribution  Date, the following  amounts,  in the following order of
priority,  shall be  distributed  by REMIC I to REMIC II on  account  of the  REMIC I  Regular
Interests:

                      (i)    to  the  extent  of the  Available  Distribution  Amount,  to the
                      Holders of the REMIC I Regular  Interests,  pro rata, in an amount equal
                      to  (A)  the   related   Uncertificated   Accrued   Interest   for  such
                      Distribution  Date,  plus (B) any amounts in respect  thereof  remaining
                      unpaid   from   previous   Distribution   Dates.   Amounts   payable  as
                      Uncertificated  Accrued  Interest in respect of REMIC I Regular Interest
                      ZZ shall be  reduced  when the REMIC I  Overcollateralization  Amount is
                      less  than the REMIC I  Required  Overcollateralization  Amount,  by the
                      lesser of (x) the amount of such  difference and (y) the REMIC I Regular
                      Interest ZZ Maximum Interest  Deferral  Amount,  and such amount will be
                      payable to the Holders of REMIC I Regular  Interests A-1, A-2, A-3, M-1,
                      M-2, M-3,  M-4,  M-5, M-6, M-7, M-8, M-9 and B-1 in the same  proportion
                      as  the  Overcollateralization  Increase  Amount  is  allocated  to  the
                      corresponding  Class of Certificates,  and the Uncertificated  Principal
                      Balance of the REMIC I Regular  Interest ZZ shall be  increased  by such
                      amount; and

(ii)    on each Distribution Date, to the Holders of REMIC I Regular  Interests,  in an amount
                      equal to the  remainder of the Available  Distribution  Amount after the
                      distributions  made  pursuant to clause (i) above,  allocated as follows
                      (except as  provided  below):  (A) to the Holders of the REMIC I Regular
                      Interest  AA,  98.00%  of  such  remainder   until  the   Uncertificated
                      Principal  Balance of such REMIC I Regular  Interest is reduced to zero;
                      (B) to the Holders of REMIC I Regular  Interests  A-1,  A-2,  A-3,  M-1,
                      M-2, M-3, M-4, M-5, M-6, M-7, M-8, M-9 and B-1,  1.00% of such remainder
                      in the  same  proportion  as  amounts  are  distributed  in  respect  of
                      principal  on  the  corresponding  Class  of  Certificates;  (C)  to the
                      Holders of the REMIC I Regular  Interest  ZZ,  1.00% of such  remainder;
                      and  (D)  any  remaining  amounts  to  the  Holders  of  the  Class  R-I
                      Certificates;  provided, however, that 98.00% and 2.00% of any principal
                      payments that are  attributable  to an  Overcollateralization  Reduction
                      Amount shall be allocated to Holders of the REMIC I Regular  Interest AA
                      and REMIC I Regular Interest ZZ, respectively;

               (2)    Notwithstanding the distributions described in this Section 4.02(b),
        distribution of funds from the Certificate Account shall be made only in accordance
        with Section 4.02(c).

(c)     On each  Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the
Paying Agent appointed by the Trustee,  shall distribute to each  Certificateholder  of record
on the next  preceding  Record Date (other than as  provided in Section  9.01  respecting  the
final distribution)  either in immediately  available funds (by wire transfer or otherwise) to
the  account  of  such  Certificateholder  at  a  bank  or  other  entity  having  appropriate
facilities  therefor,  if such  Certificateholder  has so notified the Master  Servicer or the
Paying  Agent,  as the case may be,  or, if such  Certificateholder  has not so  notified  the
Master   Servicer  or  the  Paying  Agent  by  the  Record  Date,  by  check  mailed  to  such
Certificateholder  at the address of such Holder  appearing in the  Certificate  Register such
Certificateholder's  share (which share with respect to each Class of  Certificates,  shall be
based  on the  aggregate  of the  Percentage  Interests  represented  by  Certificates  of the
applicable  Class held by such Holder of the  following  amounts,  in the  following  order of
priority,  subject to the  provisions  of  Section  4.02(d)),  to the extent of the  Available
Distribution  Amount on deposit  in the  Certificate  Account  with  respect  to  clauses  (i)
through (xi),  and to the extent of the sum of the  remaining  Available  Distribution  Amount
and the Yield  Maintenance  Payments on deposit in the  Certificate  Account  with  respect to
clauses (xii)  through (xxi) (and,  with respect to clause  (xxi)(B)  below,  to the extent of
prepayment charges on deposit in the Certificate Account):

(i)     to the Class A  Certificateholders,  the Class A Interest  Distribution  Amount,  with
        such amount allocated among the Class A Certificateholders on a pro rata basis;

(ii)    to the  Class  M-1  Certificateholders  from  the  amount,  if any,  of the  Available
        Distribution  Amount  remaining  after  the  foregoing  distributions,  the  Class M-1
        Interest Distribution Amount;

(iii)   to the  Class  M-2  Certificateholders  from  the  amount,  if any,  of the  Available
        Distribution  Amount  remaining  after  the  foregoing  distributions,  the  Class M-2
        Interest Distribution Amount;

(iv)    to the  Class  M-3  Certificateholders  from  the  amount,  if any,  of the  Available
        Distribution  Amount  remaining  after  the  foregoing  distributions,  the  Class M-3
        Interest Distribution Amount;

(v)     to the  Class  M-4  Certificateholders  from  the  amount,  if any,  of the  Available
        Distribution  Amount  remaining  after  the  foregoing  distributions,  the  Class M-4
        Interest Distribution Amount;

(vi)    to the  Class  M-5  Certificateholders  from  the  amount,  if any,  of the  Available
        Distribution  Amount  remaining  after  the  foregoing  distributions,  the  Class M-5
        Interest Distribution Amount;

(vii)   to the  Class  M-6  Certificateholders  from  the  amount,  if any,  of the  Available
        Distribution  Amount  remaining  after  the  foregoing  distributions,  the  Class M-6
        Interest Distribution Amount;

(viii)  to the  Class  M-7  Certificateholders  from  the  amount,  if any,  of the  Available
        Distribution  Amount  remaining  after  the  foregoing  distributions,  the  Class M-7
        Interest Distribution Amount;

(ix)    to the  Class  M-8  Certificateholders  from  the  amount,  if any,  of the  Available
        Distribution  Amount  remaining  after  the  foregoing  distributions,  the  Class M-8
        Interest Distribution Amount;

(x)     to the  Class  M-9  Certificateholders  from  the  amount,  if any,  of the  Available
        Distribution  Amount  remaining  after  the  foregoing  distributions,  the  Class M-9
        Interest Distribution Amount;

(xi)    to the  Class  B-1  Certificateholders  from  the  amount,  if any,  of the  Available
        Distribution  Amount  remaining  after  the  foregoing  distributions,  the  Class B-1
        Interest Distribution Amount;

(xii)   to the Class A, Class M and Class B-1 Certificateholders,  from the amount, if any, of
        the Available  Distribution  Amount remaining after the foregoing  distributions,  the
        Principal  Distribution  Amount (other than the amounts set forth in clauses  (b)(iv),
        (b)(v), and (b)(vi) of the definition thereof),  in the order of priority described in
        Section  4.02(d)  hereof,  until the  Certificate  Principal  Balances of the Class A,
        Class M and Class B-1 Certificates have been reduced to zero;

(xiii)  to the Class A, Class M and Class B-1 Certificateholders,  from the amount, if any, of
        Excess  Cash  Flow,  an amount  equal to the  principal  portion  of  Realized  Losses
        previously  allocated to reduce the Certificate  Principal Balance of any Class of the
        Class A, Class M and Class B-1  Certificates and remaining  unreimbursed,  but only to
        the extent of Subsequent  Recoveries for that Distribution Date, which amount shall be
        included in the  Principal  Distribution  Amount and paid in  accordance  with Section
        4.02(d) hereof,  until the Certificate  Principal Balances of the Class A, Class M and
        Class B-1 Certificates have been reduced to zero;

(xiv)   to the Class A, Class M and Class B-1 Certificateholders,  from the amount, if any, of
        Excess Cash Flow remaining after the foregoing  distributions,  an amount equal to the
        principal  portion of Realized  Losses on the Mortgage  Loans  during the  immediately
        preceding  Prepayment  Period,  which  amount  shall  be  included  in  the  Principal
        Distribution  Amount and paid in accordance  with Section  4.02(d)  hereof,  until the
        Certificate  Principal  Balances  of the Class A,  Class M and Class B-1  Certificates
        have been reduced to zero;

(xv)    to the Class A, Class M and Class B-1 Certificateholders,  from the amount, if any, of
        the   Excess   Cash  Flow   remaining   after   the   foregoing   distributions,   the
        Overcollateralization  Increase Amount for such Distribution  Date, which amount shall
        be included in the Principal  Distribution  Amount and paid in accordance with Section
        4.02(d) hereof,  until the Certificate  Principal Balances of the Class A, Class M and
        Class B-1 Certificates have been reduced to zero;

(xvi)   to the Class A, Class M and Class B-1  Certificateholders  from the amount, if any, of
        the Excess Cash Flow remaining  after the foregoing  distributions,  the amount of any
        Prepayment Interest Shortfalls  allocated thereto for such Distribution Date, on a pro
        rata basis based on Prepayment Interest Shortfalls  previously  allocated thereto that
        remain  unreimbursed,   to  the  extent  not  covered  by  Eligible  Master  Servicing
        Compensation on such Distribution Date;

(xvii)  to the Class A, Class M and Class B-1  Certificateholders  from the amount, if any, of
        the Excess Cash Flow remaining  after the foregoing  distributions,  the amount of any
        Prepayment Interest Shortfalls  previously allocated thereto on any prior Distribution
        Date that  remain  unreimbursed,  together  with  interest  thereon at the  applicable
        Pass-Through  Rate,  on a pro rata  basis  based  on  Prepayment  Interest  Shortfalls
        previously allocated thereto that remain unreimbursed;

(xviii) from the  amount,  if any,  of the  Excess  Cash Flow  remaining  after the  foregoing
        distributions,  to pay the Class A  Certificates,  on a pro rata  basis,  based on the
        amount of Class A Basis  Risk  Shortfall  Carry-Forward  Amount  previously  allocated
        thereto  that  remain  unreimbursed,  the amount of any Class A Basis  Risk  Shortfall
        Carry-Forward  Amounts  remaining  unpaid as of such  Distribution  Date,  then to the
        Class M Certificates,  in their order of payment  priority,  the amount of any Class M
        Basis Risk Shortfall  Carry-Forward  Amounts  remaining unpaid as of such Distribution
        Date and then to the Class B-1  Certificates  the  amount of any Class B-1 Basis  Risk
        Shortfall Carry-Forward Amounts remaining unpaid as of such Distribution Date;

(xix)   to the Class A, Class M and Class B-1  Certificates on a pro rata basis,  based on the
        amount of Relief Act Shortfalls  allocated thereto on such Distribution Date, from the
        amount,  if any, of the Excess Cash Flow remaining after the foregoing  distributions,
        the amount of any Relief Act Shortfalls  allocated to those  Certificates with respect
        to such Distribution Date;

(xx)    to the Class A, Class M and Class B-1 Certificateholders,  from the amount, if any, of
        the Excess  Cash Flow  remaining  after the  foregoing  distributions,  the  principal
        portion  of any  Realized  Losses  previously  allocated  to  those  Certificates  and
        remaining  unreimbursed,  which  amount  shall  be  allocated  first,  to the  Class A
        Certificateholders  on a pro rata basis,  based on their respective  principal portion
        of any Realized Losses previously allocated thereto that remain unreimbursed,  then to
        the Class M  Certificates,  in their order of payment  priority  and then to the Class
        B-1 Certificates;

(xxi)   to the Class SB  Certificates,  (A) from the  amount,  if any, of the Excess Cash Flow
        remaining  after  the  foregoing  distributions,  the sum of (I)  Accrued  Certificate
        Interest thereon,  (II) the amount of any  Overcollateralization  Reduction Amount for
        such  Distribution  Date and (III) for any  Distribution  Date  after the  Certificate
        Principal  Balance of each Class of Class A Certificates  and Class M Certificates and
        the  Class  B-1  Certificates  has been  reduced  to zero,  the  Overcollateralization
        Amount,  and (B) from prepayment  charges on deposit in the Certificate  Account,  any
        prepayment  charges  received on the  Mortgage  Loans  during the  related  Prepayment
        Period; and

(xxii)  to the Class R-II Certificateholders, the balance, if any, of the Excess Cash Flow.

(d)     On each Distribution Date, the Principal Distribution Amount will be paid as follows:

(i)     the Class A Principal Distribution Amount shall be distributed,  sequentially,  to the
        Class A-1,  Class A-2 and Class A-3  Certificates,  in that order,  in each case until
        the Certificate Principal Balances thereof have been reduced to zero;

(ii)    the Class M-1  Principal  Distribution  Amount shall be  distributed  to the Class M-1
        Certificates,  until the  Certificate  Principal  Balance  thereof has been reduced to
        zero;

(iii)   the Class M-2  Principal  Distribution  Amount shall be  distributed  to the Class M-2
        Certificates,  until the  Certificate  Principal  Balance  thereof has been reduced to
        zero;

(iv)    the Class M-3  Principal  Distribution  Amount shall be  distributed  to the Class M-3
        Certificates,  until the  Certificate  Principal  Balance  thereof has been reduced to
        zero;

(v)     the Class M-4  Principal  Distribution  Amount shall be  distributed  to the Class M-4
        Certificates,  until the  Certificate  Principal  Balance  thereof has been reduced to
        zero;

(vi)    the Class M-5  Principal  Distribution  Amount shall be  distributed  to the Class M-5
        Certificates,  until the  Certificate  Principal  Balance  thereof has been reduced to
        zero;

(vii)   the Class M-6  Principal  Distribution  Amount shall be  distributed  to the Class M-6
        Certificates,  until the  Certificate  Principal  Balance  thereof has been reduced to
        zero;

(viii)  the Class M-7  Principal  Distribution  Amount shall be  distributed  to the Class M-7
        Certificates,  until the  Certificate  Principal  Balance  thereof has been reduced to
        zero;

(ix)    the Class M-8  Principal  Distribution  Amount shall be  distributed  to the Class M-8
        Certificates,  until the  Certificate  Principal  Balance  thereof has been reduced to
        zero;

(x)     the Class M-9  Principal  Distribution  Amount shall be  distributed  to the Class M-9
        Certificates,  until the  Certificate  Principal  Balance  thereof has been reduced to
        zero; and

(xi)    the Class B-1  Principal  Distribution  Amount shall be  distributed  to the Class B-1
        Certificates,  until the  Certificate  Principal  Balance  thereof has been reduced to
        zero.

(e)     Notwithstanding  the  foregoing  clauses  (c)  and  (d),  upon  the  reduction  of the
Certificate  Principal  Balance of a Class of Class A or Class M Certificates or the Class B-1
Certificates  to  zero,   such  Class  of  Certificates   will  not  be  entitled  to  further
distributions pursuant to Section 4.02 (other than in respect of Subsequent Recoveries).

(f)     Notwithstanding  the foregoing,  on any Distribution  Date, the amounts allocated from
Excess Cash Flow pursuant to clauses  (c)(xiii)  through  (c)(xv) of this Section 4.02 on such
Distribution  Date  shall  be paid  first  from the  Available  Distribution  Amount  for such
Distribution Date and second from any Yield Maintenance Payment for such Distribution Date.

(g)     Any  Prepayment  Interest  Shortfalls  on the Mortgage  Loans which are not covered by
Eligible  Master  Servicing   Compensation  as  described  in  Section  3.16  and  Relief  Act
Shortfalls  on the Mortgage  Loans will be allocated  among the Class A, Class M and Class B-1
Certificates  pro rata in accordance with the amount of Accrued  Certificate  Interest payable
on such  Distribution  Date absent such  shortfalls.  Any such uncovered  Prepayment  Interest
Shortfalls  will be paid  solely  pursuant  to Section  4.02(c)(xvi)  and (xvii) to the extent
funds are available  therefor.  Any such Relief Act Shortfalls will be paid solely pursuant to
Section 4.02(c)(xvix) to the extent funds are available therefor.

(h)     In  addition  to  the  foregoing   distributions,   with  respect  to  any  Subsequent
Recoveries,  the Master Servicer shall deposit such funds into the Custodial  Account pursuant
to Section 3.07(b)(iii).

(i)     Each  distribution  with  respect  to a  Book-Entry  Certificate  shall be paid to the
Depository,  as Holder  thereof,  and the Depository  shall be  responsible  for crediting the
amount of such  distribution  to the accounts of its  Depository  Participants  in  accordance
with its normal  procedures.  Each Depository  Participant shall be responsible for disbursing
such  distribution  to  the  Certificate  Owners  that  it  represents  and to  each  indirect
participating  brokerage firm (a "brokerage firm" or "indirect  participating firm") for which
it acts as agent.  Each  brokerage  firm  shall be  responsible  for  disbursing  funds to the
Certificate Owners that it represents.  None of the Trustee,  the Certificate  Registrar,  the
Depositor or the Master  Servicer shall have any  responsibility  therefor except as otherwise
provided by this Agreement or applicable law.

(j)     Except as otherwise provided in Section 9.01, if the Master Servicer  anticipates that
a final  distribution  with  respect  to any  Class of  Certificates  will be made on the next
Distribution  Date, the Master  Servicer shall,  no later than the  Determination  Date in the
month of such final  distribution,  notify the Trustee and the  Trustee  shall,  no later than
two (2)  Business  Days after such  Determination  Date,  mail on such date to each  Holder of
such Class of  Certificates  a notice to the effect  that:  (i) the Trustee  anticipates  that
the  final  distribution  with  respect  to such  Class of  Certificates  will be made on such
Distribution  Date but only  upon  presentation  and  surrender  of such  Certificates  at the
office of the Trustee or as otherwise  specified  therein,  and (ii) no interest  shall accrue
on such  Certificates  from and after the end of the prior calendar  month.  In the event that
Certificateholders  required to surrender  their  Certificates  pursuant to Section 9.01(c) do
not  surrender  their  Certificates  for final  cancellation,  the  Trustee  shall cause funds
distributable  with respect to such  Certificates  to be held in the  Certificate  Account for
the benefit of such Certificateholders as provided in Section 9.01(d).

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

(a)     Concurrently  with each  distribution  charged  to the  Certificate  Account  and with
respect to each  Distribution  Date the Master  Servicer  shall forward to the Trustee and the
Trustee  shall  forward by mail or  otherwise  make  available  electronically  on its website
(which  may be  obtained  by  any  Certificateholder  by  telephoning  the  Trustee  at  (800)
934-6802)  to  each  Holder  and  the  Depositor  a  statement  setting  forth  the  following
information as to each Class of Certificates, in each case to the extent applicable:

(i)     the applicable  Record Date,  Determination  Date,  Distribution  Date and the date on
        which the Interest Accrual Period commenced;

(ii)    the aggregate  amount of payments  received with respect to the Mortgage  Loans in the
        aggregate, including prepayment amounts;

(iii)   the  Servicing  Fee and  Subservicing  Fee  payable  to the  Master  Servicer  and the
        Subservicer;

(iv)    the  amount  of any  other  fees or  expenses  paid,  and the  identity  of the  party
        receiving such fees or expenses;

(v)     (A)           the amount of such distribution to the  Certificateholders of such Class
        applied to reduce the Certificate  Principal  Balance  thereof,  and (B) the aggregate
        amount included therein representing Principal Prepayments;

(vi)    the amount of such distribution to Holders of such Class of Certificates  allocable to
        interest,  including  amounts  payable as excess cash flow and the  disposition of the
        excess cash flow;

(vii)   if the  distribution  to the  Holders of such Class of  Certificates  is less than the
        full  amount  that would be  distributable  to such  Holders if there were  sufficient
        funds available therefor, the amount of the shortfall;

(viii)  the aggregate Certificate Principal Balance of each Class of Certificates,  before and
        after giving effect to the amounts  distributed on such Distribution Date,  separately
        identifying  any  reduction  thereof due to Realized  Losses other than pursuant to an
        actual distribution of principal;

(ix)    the  Certificate  Principal  Balance for each Class of  Certificates as of the Closing
        Date;

(x)     the number and Stated  Principal  Balance of the Mortgage Loans in the aggregate after
        giving  effect to the  distribution  of  principal on such  Distribution  Date and the
        number of Mortgage  Loans in the aggregate at the beginning and end of the related Due
        Period;

(xi)    on the basis of the most  recent  reports  furnished  to it by  Subservicers,  (A) the
        number and Stated  Principal  Balance of the Mortgage  Loans in the aggregate that are
        Delinquent  (1) 30-59 days,  (2) 60-89 days and (3) 90 or more days and the number and
        Stated  Principal  Balance  of  the  Mortgage  Loans  in  the  aggregate  that  are in
        foreclosure,  (B) the number and Stated  Principal  Balances of the Mortgage  Loans in
        the aggregate that are Reportable  Modified Mortgage Loans that are in foreclosure and
        are REO Property,  indicating in each case capitalized Mortgage Loans, other Servicing
        Modifications  and totals,  and (C) for all Reportable  Modified  Mortgage Loans,  the
        number and Stated Principal  Balances of the Mortgage Loans in the aggregate that have
        been liquidated,  the subject of pay-offs and that have been repurchased by the Master
        Servicer or Seller;

(xii)   the amount,  terms and general purpose of any Advance by the Master Servicer  pursuant
        to Section 4.04 and the amount of all Advances  that have been  reimbursed  during the
        related Due Period;

(xiii)  any material  modifications,  extensions or waivers to the terms of the Mortgage Loans
        in the aggregate during the Due Period or that have cumulatively  become material over
        time;

(xiv)   any material breaches of Mortgage Loan  representations  or warranties or covenants in
        the Agreement;

(xv)    the  number,  aggregate  principal  balance  and Stated  Principal  Balance of any REO
        Properties;

(xvi)   the aggregate Accrued  Certificate  Interest  remaining unpaid, if any, for each Class
        of  Certificates,  after giving effect to the distribution  made on such  Distribution
        Date;

(xvii)  the  aggregate  amount of Realized  Losses with respect to the  Mortgage  Loans in the
        aggregate for such  Distribution Date and the aggregate amount of Realized Losses with
        respect to the Mortgage Loans in the aggregate incurred since the Cut-off Date;

(xviii) the  Pass-Through  Rate on each Class of  Certificates  and the applicable Net WAC Cap
        Rate;

(xix)   the weighted  average of the Maximum Net  Mortgage  Rates with respect to the Mortgage
        Loans in the aggregate;

(xx)    the Basis Risk Shortfall,  Basis Risk Shortfall  Carry Forward Amount,  and Prepayment
        Interest Shortfalls;

(xxi)   the  Overcollateralization  Amount  and  the  Required   Overcollateralization  Amount
        following such Distribution Date;

(xxii)  the  number and Stated  Principal  Balances  of the  Mortgage  Loans in the  aggregate
        repurchased under Section 4.07 or Section 4.08;

(xxiii) the aggregate amount of any recoveries on previously  foreclosed loans with respect to
        the Mortgage Loans in the aggregate from Residential Funding;

(xxiv)  the  weighted  average  remaining  term  to  maturity  of the  Mortgage  Loans  in the
        aggregate after giving effect to the amounts distributed on such Distribution Date;

(xxv)   the weighted  average  Mortgage  Rates of the Mortgage  Loans in the  aggregate  after
        giving effect to the amounts distributed on such Distribution Date;

(xxvi)  the  amount  if any,  to be  paid  by a  Derivative  Counterparty  under a  Derivative
        Contract;

(xxvii) the amount of any Yield  Maintenance  Payments payable to the Trustee on behalf of the
        Trust Fund and any Yield  Maintenance  Termination  Payment  payable to the Trustee on
        behalf of the Trust Fund; and

(xxviii)       the occurrence of the Stepdown Date.

        In the case of  information  furnished  pursuant to clauses  (i) and (ii)  above,  the
amounts shall be expressed as a dollar amount per Certificate with a $1,000  denomination.  In
addition to the statement  provided to the Trustee as set forth in this Section  4.03(a),  the
Master  Servicer  shall  provide to any manager of a trust fund  consisting  of some or all of
the  Certificates,  upon  reasonable  request,  such  additional  information as is reasonably
obtainable by the Master Servicer at no additional  expense to the Master  Servicer.  Also, at
the request of a Rating Agency,  the Master  Servicer shall provide the  information  relating
to the  Reportable  Modified  Mortgage  Loans  substantially  in the form  attached  hereto as
Exhibit S to such Rating Agency within a reasonable period of time;  provided,  however,  that
the Master  Servicer  shall not be required to provide such  information  more than four times
in a calendar year to any Rating Agency.

(b)     Within a reasonable  period of time after it receives a written  request from a Holder
of a Certificate,  other than a Class R  Certificate,  the Master  Servicer shall prepare,  or
cause to be prepared,  and shall forward, or cause to be forwarded,  to each Person who at any
time  during  the  calendar  year  was  the  Holder  of a  Certificate,  other  than a Class R
Certificate,  a  statement  containing  the  information  set  forth in  clauses  (v) and (vi)
referred to in subsection (a) above  aggregated  for such calendar year or applicable  portion
thereof  during  which such  Person was a  Certificateholder.  Such  obligation  of the Master
Servicer  shall be deemed to have been satisfied to the extent that  substantially  comparable
information  shall be provided by the Master  Servicer  pursuant  to any  requirements  of the
Code.

(c)     Within a  reasonable  period of time  after it  receives  a written  request  from any
Holder of a Class R Certificate,  the Master Servicer shall prepare,  or cause to be prepared,
and shall  forward,  or cause to be  forwarded,  to each  Person  who at any time  during  the
calendar year was the Holder of a Class R Certificate,  a statement  containing the applicable
distribution  information  provided pursuant to this Section 4.03 aggregated for such calendar
year or  applicable  portion  thereof  during  which  such  Person was the Holder of a Class R
Certificate.  Such  obligation of the Master  Servicer  shall be deemed to have been satisfied
to the extent  that  substantially  comparable  information  shall be  provided  by the Master
Servicer pursuant to any requirements of the Code.

(d)     Upon the written request of any  Certificateholder,  the Master  Servicer,  as soon as
reasonably practicable,  shall provide the requesting  Certificateholder with such information
as is necessary and appropriate,  in the Master  Servicer's sole  discretion,  for purposes of
satisfying applicable reporting requirements under Rule 144A.

(e)     The Master  Servicer  shall,  on behalf of the  Depositor  and in respect of the Trust
Fund,  sign and cause to be filed with the  Commission  any  periodic  reports  required to be
filed  under  the  provisions  of the  Exchange  Act,  and the rules  and  regulations  of the
Commission  thereunder  including,  without  limitation,  reports on Form 10-K,  Form 10-D and
Form 8-K.  In  connection  with the  preparation  and  filing of such  periodic  reports,  the
Trustee  shall  timely  provide to the Master  Servicer  (I) a list of  Certificateholders  as
shown on the  Certificate  Register as of the end of each  calendar  year,  (II) copies of all
pleadings,  other legal  process and any other  documents  relating to any claims,  charges or
complaints  involving the Trustee,  as trustee hereunder,  or the Trust Fund that are received
by a  Responsible  Officer of the  Trustee,  (III) notice of all matters  that,  to the actual
knowledge  of a  Responsible  Officer of the  Trustee,  have been  submitted  to a vote of the
Certificateholders,  other  than  those  matters  that  have been  submitted  to a vote of the
Certificateholders  at the request of the  Depositor or the Master  Servicer,  and (IV) notice
of any failure of the Trustee to make any distribution to the  Certificateholders  as required
pursuant  to this  Agreement.  Neither  the Master  Servicer  nor the  Trustee  shall have any
liability  with  respect to the Master  Servicer's  failure to  properly  prepare or file such
periodic reports resulting from or relating to the Master  Servicer's  inability or failure to
obtain any  information  not resulting  from the Master  Servicer's  own negligence or willful
misconduct.

(f)     Any Form 10-K filed with the  Commission  in  connection  with this Section 4.03 shall
include, with respect to the Certificates relating to such 10-K:

(i)     A certification,  signed by the senior officer in charge of the servicing functions of
        the Master Servicer,  in the form attached as Exhibit R-1 hereto or such other form as
        may be required or permitted by the  Commission  (the "Form 10-K  Certification"),  in
        compliance  with Rules 13a-14 and 15d-14  under the  Exchange  Act and any  additional
        directives of the Commission.

(ii)    A report  regarding its  assessment of compliance  during the preceding  calendar year
        with all applicable  servicing criteria set forth in relevant  Commission  regulations
        with respect to  mortgage-backed  securities  transactions  taken as a whole involving
        the Master  Servicer  that are backed by the same types of assets as those backing the
        certificates,  as well as similar  reports on assessment  of compliance  received from
        other  parties  participating  in the  servicing  function  as  required  by  relevant
        Commission  regulations,  as described in Item  1122(a) of  Regulation  AB. The Master
        Servicer shall obtain from all other parties  participating in the servicing  function
        any required assessments.

(iii)   With respect to each  assessment  report  described  immediately  above, a report by a
        registered  public  accounting  firm that  attests to, and reports on, the  assessment
        made by the  asserting  party,  as set forth in relevant  Commission  regulations,  as
        described in Regulation 1122(b) of Regulation AB and Section 3.19.

(iv)    The servicer compliance certificate required to be delivered pursuant Section 3.18.

(g)     In connection with the Form 10-K  Certification,  the Trustee shall provide the Master
Servicer with a back-up  certification  substantially  in the form attached  hereto as Exhibit
R-2.

(h)     This  Section  4.03 may be amended  in  accordance  with this  Agreement  without  the
consent of the Certificateholders.

(i)     The  Trustee  shall make  available  on the  Trustee's  internet  website  each of the
reports filed with the  Commission  by or on behalf of the  Depositor  under the Exchange Act,
upon delivery of such report to the Trustee.

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

(a)     Prior to the close of business on the Business Day next succeeding each  Determination
Date,  the  Master  Servicer  shall  furnish a written  statement  (which may be in a mutually
agreeable  electronic  format)  to the  Trustee,  any  Paying  Agent  and the  Depositor  (the
information  in such  statement  to be made  available  to  Certificateholders  by the  Master
Servicer  on  request)  (provided  that the  Master  Servicer  shall use its best  efforts  to
deliver  such  written  statement  not later  than  12:00  P.M.  New York  time on the  second
Business Day prior to the  Distribution  Date) setting  forth (i) the  Available  Distribution
Amounts,  (ii) the amounts  required to be withdrawn from the Custodial  Account and deposited
into the Certificate  Account on the immediately  succeeding  Certificate Account Deposit Date
pursuant  to clause  (iii) of  Section  4.01(a),  (iii)  the  amount  of  Prepayment  Interest
Shortfalls,  Class A Basis Risk Shortfall,  Class M Basis Risk Shortfall, Class B-1 Basis Risk
Shortfall,  Class A Basis Risk Shortfall  Carry-Forward  Amounts, Class M Basis Risk Shortfall
Carry-Forward  Amounts  and Class B-1 Basis Risk  Shortfall  Carry-Forward  Amounts,  (iv) the
Yield  Maintenance  Payment,  if any, for such Distribution Date and (v) the amount payable by
the Derivative  Counterparties  to the Trustee under the  Derivative  Contracts as provided in
Section 4.11. The  determination  by the Master Servicer of such amounts shall, in the absence
of obvious error,  be  presumptively  deemed to be correct for all purposes  hereunder and the
Trustee  shall be  protected  in  relying  upon  the same  without  any  independent  check or
verification.

(b)     On or before 2:00 P.M. New York time on each  Certificate  Account  Deposit Date,  the
Master Servicer shall either (i) remit to the Trustee for deposit in the  Certificate  Account
from its own funds, or funds received therefor from the  Subservicers,  an amount equal to the
Advances  to be made by the  Master  Servicer  in respect of the  related  Distribution  Date,
which  shall  be in an  aggregate  amount  equal  to the sum of (A) the  aggregate  amount  of
Monthly  Payments other than Balloon  Payments (with each interest portion thereof adjusted to
a per annum rate equal to the Net  Mortgage  Rate),  less the amount of any related  Servicing
Modifications,  Debt Service  Reductions or  reductions in the amount of interest  collectable
from the Mortgagor  pursuant to the Relief Act or similar  legislation or regulations  then in
effect,  on the  Outstanding  Mortgage  Loans as of the  related  Due Date in the  related Due
Period,  which Monthly  Payments were due during the related Due Period and not received as of
the close of business as of the related  Determination  Date;  provided  that no Advance shall
be made if it would be a  Nonrecoverable  Advance and (B) with  respect to each  Balloon  Loan
delinquent  in  respect of its  Balloon  Payment as of the close of  business  on the  related
Determination  Date,  an amount  equal to the  assumed  Monthly  Payment  (with each  interest
portion  thereof  adjusted to a per annum rate equal to the Net Mortgage Rate) that would have
been  due on the  related  Due Date  based  on the  original  amortization  schedule  for such
Balloon Loan until such Balloon Loan is finally  liquidated,  over any payments of interest or
principal  (with each  interest  portion  thereof  adjusted to per annum rate equal to the Net
Mortgage  Rate)  received  from the  related  Mortgagor  as of the  close of  business  on the
related  Determination  Date and  allocable  to the Due Date during the related Due Period for
each month until such  Balloon  Loan is finally  liquidated,  (ii)  withdraw  from  amounts on
deposit in the Custodial  Account and deposit in the  Certificate  Account all or a portion of
the Amount  Held for Future  Distribution  in  discharge  of any such  Advance,  or (iii) make
advances  in the form of any  combination  of clauses (i) and (ii)  aggregating  the amount of
such  Advance.  Any  portion  of the  Amount  Held for  Future  Distribution  so used shall be
replaced  by the Master  Servicer  by deposit in the  Certificate  Account on or before  11:00
A.M.  New York time on any future  Certificate  Account  Deposit Date to the extent that funds
attributable  to the Mortgage  Loans that are available in the  Custodial  Account for deposit
in the  Certificate  Account  on such  Certificate  Account  Deposit  Date  shall be less than
payments to  Certificateholders  required to be made on the following  Distribution  Date. The
Master  Servicer  shall be entitled to use any Advance made by a  Subservicer  as described in
Section  3.07(b)  that  has  been  deposited  in  the  Custodial  Account  on or  before  such
Distribution  Date  as part  of the  Advance  made by the  Master  Servicer  pursuant  to this
Section 4.04.  The  determination  by the Master  Servicer  that it has made a  Nonrecoverable
Advance or that any proposed  Advance,  if made, would  constitute a  Nonrecoverable  Advance,
shall be evidenced by a  certificate  of a Servicing  Officer  delivered to the  Depositor and
the  Trustee.  In the  event  that the  Master  Servicer  determines  as of the  Business  Day
preceding  any  Certificate  Account  Deposit  Date that it will be unable to  deposit  in the
Certificate  Account an amount  equal to the Advance  required to be made for the  immediately
succeeding  Distribution  Date,  it shall  give  notice to the  Trustee  of its  inability  to
advance  (such notice may be given by telecopy),  not later than 3:00 P.M.,  New York time, on
such  Business Day,  specifying  the portion of such amount that it will be unable to deposit.
Not later than 3:00 P.M., New York time, on the  Certificate  Account Deposit Date the Trustee
shall,  unless by 12:00 Noon,  New York time, on such day the Trustee shall have been notified
in  writing  (by  telecopy)  that the  Master  Servicer  shall  have  directly  or  indirectly
deposited  in the  Certificate  Account  such portion of the amount of the Advance as to which
the Master  Servicer shall have given notice pursuant to the preceding  sentence,  pursuant to
Section 7.01,  (a) terminate all of the rights and  obligations  of the Master  Servicer under
this  Agreement in accordance  with Section 7.01 and (b) assume the rights and  obligations of
the Master  Servicer as successor  Master  Servicer  hereunder,  including  the  obligation to
deposit  in the  Certificate  Account  an  amount  equal to the  Advance  for the  immediately
succeeding  Distribution  Date. In connection with the preceding  sentence,  the Trustee shall
deposit all funds it receives pursuant to this Section 4.04(b) into the Certificate Account.

Section 4.05.  Allocation of Realized Losses.

(a)     Prior to each Distribution  Date, the Master Servicer shall determine the total amount
of  Realized   Losses,   if  any,  that  resulted   from  any  Cash   Liquidation,   Servicing
Modifications,  Debt Service Reduction,  Deficient  Valuation or REO Disposition that occurred
during  the  related  Prepayment  Period  or,  in the case of a  Servicing  Modification  that
constitutes a reduction of the interest rate on a Mortgage  Loan,  the amount of the reduction
in the  interest  portion of the Monthly  Payment due in the month in which such  Distribution
Date occurs. The amount of each Realized Loss shall be evidenced by an Officers' Certificate.

(b)     All Realized Losses on the Mortgage Loans shall be allocated as follows:

                      first, to Excess Cash Flow as provided in clause (b)(v) of the
               definition of "Principal Distribution Amount", to the extent of the Excess
               Cash Flow for such Distribution Date;

                      second, in reduction of the Overcollateralization Amount, until such
               amount has been reduced to zero;

                      third, to the Class B-1 Certificates, until the Certificate Principal
               Balance thereof has been reduced to zero;

                      fourth, to the Class M-9 Certificates, until the Certificate Principal
               Balance thereof has been reduced to zero;

                      fifth, to the Class M-8 Certificates, until the Certificate Principal
               Balance thereof has been reduced to zero;

                      sixth, to the Class M-7 Certificates, until the Certificate Principal
               Balance thereof has been reduced to zero;

                      seventh, to the Class M-6 Certificates, until the Certificate Principal
               Balance thereof has been reduced to zero;

                      eighth, to the Class M-5 Certificates, until the Certificate Principal
               Balance thereof has been reduced to zero;

                      ninth, to the Class M-4 Certificates, until the Certificate Principal
               Balance thereof has been reduced to zero;

                      tenth, to the Class M-3 Certificates, until the Certificate Principal
               Balance thereof has been reduced to zero;

                      eleventh, to the Class M-2 Certificates, until the Certificate
               Principal Balance thereof has been reduced to zero;

                      twelfth, to the Class M-1 Certificates, until the Certificate Principal
               Balance thereof has been reduced to zero; and

                      thirteenth, to the Class A Certificates on a pro rata basis, until the
               Certificate Principal Balances thereof have been reduced to zero.

(c)     All  allocations  of a Realized Loss on a "pro rata basis" among two or more specified
Classes of  Certificates  means an allocation on a pro rata basis,  among the various  Classes
so  specified,  to each such  Class of  Certificates  on the basis of their  then  outstanding
Certificate  Principal  Balances  prior to giving effect to  distributions  to be made on such
Distribution  Date in the case of the  principal  portion of a  Realized  Loss or based on the
Accrued  Certificate  Interest  thereon  payable on such  Distribution  Date in the case of an
interest  portion of a Realized  Loss.  Any  allocation of the  principal  portion of Realized
Losses  (other  than  Debt  Service  Reductions)  to  the  Class  A,  Class  M  or  Class  B-1
Certificates  shall be made by  reducing  the  Certificate  Principal  Balance  thereof by the
amount so allocated,  which allocation  shall be deemed to have occurred on such  Distribution
Date;  provided that no such reduction shall reduce the Certificate  Principal  Balance of the
Class  A  Certificates,  Class M  Certificates  and  the  Class  B-1  Certificates  below  the
aggregate  Stated Principal  Balance of the Mortgage Loans, as applicable.  Allocations of the
interest  portions of Realized  Losses (other than any interest rate reduction  resulting from
a  Servicing  Modification)  shall  be  made  by  operation  of  the  definition  of  "Accrued
Certificate  Interest" and by operation of the provisions of Section  4.02(c).  Allocations of
the  interest  portion of a  Realized  Loss  resulting  from an  interest  rate  reduction  in
connection  with a Servicing  Modification  shall be made by  operation of the  provisions  of
Section  4.02(c).  All  Realized  Losses  and  all  other  losses  allocated  to  a  Class  of
Certificates  hereunder will be allocated  among the  Certificates of such Class in proportion
to the Percentage Interests evidenced thereby.

(d)     All  Realized  Losses on the Mortgage  Loans shall be  allocated on each  Distribution
Date to the REMIC I Regular Interests,  as follows:  first, to Uncertificated Accrued Interest
payable to the REMIC I Regular  Interests  AA and ZZ up to an  aggregate  amount  equal to the
excess of (a) the  REMIC I  Interest  Loss  Allocation  Amount  over (b)  Prepayment  Interest
Shortfalls (to the extent not covered by Eligible Master Servicing  Compensation)  relating to
the Mortgage  Loans for such  Distribution  Date,  98% and 2%,  respectively;  second,  to the
Uncertificated  Principal  Balances  of  the  REMIC  I  Regular  Interests  AA and ZZ up to an
aggregate  amount  equal  to the  REMIC  I  Principal  Loss  Allocation  Amount,  98%  and 2%,
respectively;  third, to the  Uncertificated  Principal  Balances of REMIC I Regular Interests
AA, 98%,  B-1, 1% and ZZ, 1%, until the  Uncertificated  Principal  Balance of REMIC I Regular
Interest B-1 has been reduced to zero;  fourth, to the  Uncertificated  Principal  Balances of
REMIC I Regular  Interests  AA, 98%,  M-9, 1% and ZZ, 1%, until the  Uncertificated  Principal
Balance  of  REMIC  I  Regular  Interest  M-9  has  been  reduced  to  zero;   fifth,  to  the
Uncertificated  Principal  Balances of REMIC I Regular  Interests AA, 98%, M-8, 1% and ZZ, 1%,
until the  Uncertificated  Principal  Balance of REMIC I Regular Interest M-8 has been reduced
to zero;  sixth, to the  Uncertificated  Principal  Balances of REMIC I Regular  Interests AA,
98%,  M-7,  1% and ZZ,  1%,  until the  Uncertificated  Principal  Balance  of REMIC I Regular
Interest M-7 has been reduced to zero;  seventh,  to the Uncertificated  Principal Balances of
REMIC I Regular  Interests  AA, 98%,  M-6, 1% and ZZ, 1%, until the  Uncertificated  Principal
Balance  of  REMIC  I  Regular  Interest  M-6  has  been  reduced  to  zero;  eighth,  to  the
Uncertificated  Principal  Balances of REMIC I Regular  Interests AA, 98%, M-5, 1% and ZZ, 1%,
until the  Uncertificated  Principal  Balance of REMIC I Regular Interest M-5 has been reduced
to zero;  ninth, to the  Uncertificated  Principal  Balances of REMIC I Regular  Interests AA,
98%,  M-4,  1% and ZZ,  1%,  until the  Uncertificated  Principal  Balance  of REMIC I Regular
Interest M-4 has been reduced to zero;  tenth,  to the  Uncertificated  Principal  Balances of
REMIC I Regular  Interests  AA, 98%,  M-3, 1% and ZZ, 1%, until the  Uncertificated  Principal
Balance  of  REMIC  I  Regular  Interest  M-3 has  been  reduced  to  zero;  eleventh,  to the
Uncertificated  Principal  Balances of REMIC I Regular  Interests AA, 98%, M-2, 1% and ZZ, 1%,
until the  Uncertificated  Principal  Balance of REMIC I Regular Interest M-2 has been reduced
to zero;  twelfth,  to the Uncertificated  Principal Balances of REMIC I Regular Interests AA,
98%,  M-1,  1% and ZZ,  1%,  until the  Uncertificated  Principal  Balance  of REMIC I Regular
Interest M-1 has been reduced to zero;  thirteenth,  to the Uncertificated  Principal Balances
of REMIC I  Regular  Interests  AA,  98%,  A-3,  1%,  and ZZ,  1%,  until  the  Uncertificated
Principal  Balances of REMIC I Regular Interest A-3 has been reduced to zero;  fourteenth,  to
the  Uncertificated  Principal Balances of REMIC I Regular Interests AA, 98%, A-2, 1%, and ZZ,
1%,  until the  Uncertificated  Principal  Balances of REMIC I Regular  Interest  A-2 has been
reduced to zero; and fifteenth,  to the  Uncertificated  Principal Balances of REMIC I Regular
Interests AA, 98%, A-1, 1%, and ZZ, 1%, until the  Uncertificated  Principal Balances of REMIC
I Regular Interest A-1 has been reduced to zero.

(e)     Realized Losses allocated to the Excess Cash Flow or the Overcollateralization  Amount
pursuant  to  paragraphs  (a),  (b)  or  (c)  of  this  Section,  the  definition  of  Accrued
Certificate  Interest and the operation of Section  4.02(c)  shall be deemed  allocated to the
Class SB Certificates.  Realized Losses  allocated to the Class SB Certificates  shall, to the
extent such Realized Losses  represent  Realized Losses on an interest  portion,  be allocated
to the REMIC II Regular  Interest  SB-IO.  Realized  Losses  allocated to the Excess Cash Flow
pursuant  to  paragraph  (b) of this  Section  shall be deemed to reduce  Accrued  Certificate
Interest  on  the  REMIC  I  Regular   Interest  SB-IO.   Realized  Losses  allocated  to  the
Overcollateralization  Amount  pursuant to paragraph (b) of this Section shall be deemed first
to reduce the principal  balance of the REMIC II Regular  Interest  SB-PO until such principal
balance shall have been reduced to zero and thereafter to reduce  accrued and unpaid  interest
on the REMIC II Regular Interest SB-IO.

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

        The Master Servicer or the Subservicers  shall file  information  returns with respect
to the  receipt  of  mortgage  interest  received  in a trade  or  business,  the  reports  of
foreclosures  and  abandonments  of any  Mortgaged  Property  and  the  informational  returns
relating to  cancellation  of  indebtedness  income  with  respect to any  Mortgaged  Property
required  by Sections  6050H,  6050J and 6050P of the Code,  respectively,  and deliver to the
Trustee  an  Officers'  Certificate  on or before  March 31 of each year,  beginning  with the
first  March 31 that  occurs at least six months  after the Cut-Off  Date,  stating  that such
reports have been filed.  Such reports shall be in form and  substance  sufficient to meet the
reporting requirements imposed by such Sections 6050H, 6050J and 6050P of the Code.

Section 4.07.  Optional Purchase of Defaulted Mortgage Loans.

        As to any Mortgage Loan which is delinquent in payment by 90 days or more,  the Master
Servicer  may, at its option,  purchase  such  Mortgage  Loan from the Trustee at the Purchase
Price  therefor.  If at any  time the  Master  Servicer  makes a  payment  to the  Certificate
Account  covering the amount of the Purchase  Price for such a Mortgage  Loan,  and the Master
Servicer  provides to the Trustee a certification  signed by a Servicing  Officer stating that
the amount of such payment has been  deposited in the  Certificate  Account,  then the Trustee
shall  execute the  assignment  of such  Mortgage  Loan at the request of the Master  Servicer
without  recourse to the Master  Servicer  which  shall  succeed to all the  Trustee's  right,
title and interest in and to such  Mortgage  Loan,  and all security  and  documents  relative
thereto.  Such  assignment  shall be an assignment  outright and not for security.  The Master
Servicer will  thereupon own such Mortgage,  and all such security and documents,  free of any
further obligation to the Trustee or the Certificateholders with respect thereto.

Section 4.08.  Limited Mortgage Loan Repurchase Right.

        The Limited  Repurchase  Right Holder will have the irrevocable  option at any time to
purchase any of the Mortgage  Loans from the Trustee at the  Purchase  Price,  up to a maximum
of five  Mortgage  Loans.  In the event that this option is exercised as to any five  Mortgage
Loans in the  aggregate,  this option  will  thereupon  terminate.  If at any time the Limited
Repurchase  Right Holder  makes a payment to the  Certificate  Account  covering the amount of
the  Purchase  Price  for such a  Mortgage  Loan,  and the  Limited  Repurchase  Right  Holder
provides  to the  Trustee a  certification  signed by a  Servicing  Officer  stating  that the
amount of such payment has been deposited in the Certificate  Account,  then the Trustee shall
execute the  assignment of such Mortgage Loan at the request of the Limited  Repurchase  Right
Holder  without  recourse to the Limited  Repurchase  Right Holder which shall  succeed to all
the Trustee's  right,  title and interest in and to such Mortgage  Loan,  and all security and
documents  relative  thereto.  Such  assignment  shall be an  assignment  outright and not for
security.  The Limited Repurchase Right Holder will thereupon own such Mortgage,  and all such
security   and   documents,   free  of  any   further   obligation   to  the  Trustee  or  the
Certificateholders  with respect thereto. Any tax on "prohibited  transactions" (as defined in
Section  860F(a)(2) of the Code)  imposed on any REMIC  relating to the exercise of the option
provided in this Section 4.08 shall in no event be payable by the Trustee.

Section 4.09.  The Yield Maintenance Agreement.

(a)     On the Closing Date, the Trustee  shall,  on behalf of the Trust Fund, for the benefit
of the  Class  A,  Class M,  Class  B-1 and  Class  SB  Certificates,  enter  into  the  Yield
Maintenance Agreement.

(b)     The Trustee  shall  deposit or cause to be  deposited  any amount  received  under the
Yield Maintenance  Agreement into the Certificate  Account on the date such amount is received
from  the  Yield  Maintenance   Agreement  Provider  under  the  Yield  Maintenance  Agreement
(including Yield Maintenance  Agreement  Termination  Payments, if any). All Yield Maintenance
Payments  received  under the Yield  Maintenance  Agreement  shall be  distributed  as part of
Excess  Cash Flow in  accordance  with the  priorities  set forth in  Section 4.02(c)  hereof,
whereas,  all  Yield  Maintenance  Agreement  Termination  Payments  received  under the Yield
Maintenance  Agreement  shall be used as set forth in  Section  4.09(e)  hereof.  Neither  the
Yield Maintenance  Agreement nor any Yield Maintenance  Payments  (including Yield Maintenance
Termination  Payments)  constitute a part of any REMIC created hereunder and to the extent any
Yield  Maintenance  Payments  are  included  as part  of  Excess  Cash  Flow  they  are so for
definition purposes only.

(c)     Subject to Sections 8.01 and 8.02 hereof,  the Trustee agrees to comply with the terms
of the Yield  Maintenance  Agreement and to enforce the terms and provisions  thereof  against
the Yield Maintenance  Agreement  Provider at the written direction of the Holders of Class A,
Class M and Class B-1  Certificates  entitled  to at least  51% of the  Voting  Rights of such
Classes  of  Certificates,  or if the  Trustee  does not  receive  such  direction  from  such
Certificateholders, then at the written direction of Residential Funding.

(d)     The  Trustee  and the  Master  Servicer  shall  treat  the  holders  of each  Class of
Certificates  (other  than the  Class SB  Certificates  and  Class R  Certificates)  as having
entered  into a notional  principal  contract  with the holders of the Class SB  Certificates.
Pursuant to each such notional  principal  contract,  the holder of the Class SB  Certificates
shall be  treated  as having  agreed to pay the  amounts  set forth in  Sections  4.02(c)(xiv)
through  (xx) to the holders of the  Certificates  (other than the Class SB  Certificates  and
Class R  Certificates)  in accordance  with the terms of this  Agreement.  Any payments to the
Certificates  from amounts  deemed  received in respect of this  notional  principal  contract
shall not be payments  with  respect to a "regular  interest" in a REMIC within the meaning of
Code Section 860G(a)(1).

(e)     In the  event  that the  Yield  Maintenance  Agreement,  or any  replacement  thereof,
terminates  prior to the  Distribution  Date in January 2011, the Master  Servicer,  but at no
expense to the Master Servicer,  on behalf of the Trustee,  to the extent that the termination
value under such Yield  Maintenance  Agreement is  sufficient  therefor and only to the extent
of the Yield  Maintenance  Agreement  Termination  Payment received from the Yield Maintenance
Agreement  Provider,   shall  (i) cause  a  new  yield  maintenance  provider  to  assume  the
obligations  of such  terminated  yield  maintenance  agreement  provider or  (ii) cause a new
yield  maintenance  agreement  provider to enter into a new  interest  rate yield  maintenance
agreement  with the Trust Fund having  substantially  similar  terms as those set forth in the
terminated Yield Maintenance  Agreement.  Any Yield Maintenance  Agreement Termination Payment
having a  termination  value which is not  sufficient  to comply with  clauses (i) and (ii) of
this Section 4.09(e) shall be included in the definition of Yield  Maintenance  Payment herein
and may be distributed as Excess Cash Flow pursuant to Section 4.02(c) herein.

Section 4.10.  [Reserved].

Section 4.11.  Derivative Contracts.

(a)     The Trustee shall, at the written  direction of the Master Servicer,  on behalf of the
Trust  Fund,  enter  into  Derivative  Contracts,  solely  for the  benefit  of the  Class  SB
Certificates.  Any such Derivative  Contract shall constitute a fully prepaid  agreement.  The
Master  Servicer shall  determine,  in its sole  discretion,  whether any Derivative  Contract
conforms to the  requirements  of clauses (b) and (c) of this Section  4.11.  Any  acquisition
of a Derivative  Contract shall be accompanied by an appropriate  amendment to this Agreement,
including an Opinion of Counsel,  as provided in Section  11.01,  and either (i) an Opinion of
Counsel to the  effect  that the  existence  of the  Derivative  Contract  will not  adversely
affect the  availability of the exemptive  relief  afforded under ERISA by U.S.  Department of
Labor Prohibited  Transaction  Exemption ("PTE") 94-29, as most recently amended, 67 Fed. Reg.
54487  (Aug.  22,  2002),  to the  Holders  of the  Class A  Certificates,  as of the date the
Derivative  Contract  is  acquired  by the  Trustee;  or (ii) the  consent of each holder of a
Class  A  Certificate  to the  acquisition  of  such  Derivative  Contract.  All  collections,
proceeds and other amounts in respect of the  Derivative  Contracts  payable by the Derivative
Counterparty  shall be  distributed  to the Class SB  Certificates  on the  Distribution  Date
following  receipt  thereof by the Trustee on behalf of the Trust Fund. In no event shall such
an instrument  constitute a part of any REMIC  created  hereunder.  In addition,  in the event
any such  instrument  is  deposited,  the Trust Fund  shall be deemed to be  divided  into two
separate and discrete  sub-Trusts.  The assets of one such sub-Trust  shall consist of all the
assets of the Trust other than such  instrument  and the assets of the other  sub-Trust  shall
consist solely of such instrument.

(b)     Any  Derivative  Contract that provides for any payment  obligation on the part of the
Trust  Fund must (i) be  without  recourse  to the assets of the Trust  Fund,  (ii)  contain a
non-petition  covenant provision from the Derivative  Counterparty,  (iii) limit payment dates
thereunder to Distribution  Dates and (iv) contain a provision  limiting any cash payments due
to the  Derivative  Counterparty  on any day under such  Derivative  Contract  solely to funds
available  therefor in the  Certificate  Account  available to make payments to the Holders of
the Class SB Certificates on such Distribution Date.

(c)     Each  Derivative  Contract  must (i) provide for the direct  payment of any amounts by
the Derivative  Counterparty  thereunder to the Certificate  Account at least one Business Day
prior to the  related  Distribution  Date,  (ii)  contain  an  assignment  of all of the Trust
Fund's rights (but none of its obligations)  under such Derivative  Contract to the Trustee on
behalf  the  Class  SB  Certificateholders  and  shall  include  an  express  consent  to  the
Derivative  Counterparty  to  such  assignment,  (iii)  provide  that  in  the  event  of  the
occurrence  of an  Event  of  Default,  such  Derivative  Contract  shall  terminate  upon the
direction of a majority  Percentage  Interest of the Class SB Certificates,  and (iv) prohibit
the Derivative  Counterparty  from  "setting-off' or "netting" other  obligations of the Trust
Fund  and  its  Affiliates  against  such  Derivative   Counterparty's   payment   obligations
thereunder.

Section 4.12.  Tax Treatment of Yield Maintenance Payments.

        For  federal  income  tax  purposes,  each  holder of a Class A, Class M, Class B-1 or
Class SB Certificate is deemed to own an undivided  beneficial  ownership  interest in a REMIC
regular interest and the right to receive payments  received by the Trustee,  on behalf of the
Trust Fund,  pursuant to the Yield  Maintenance  Agreement in respect of the amounts set forth
in Section  4.09(b)  which right to receive such  payments  shall not be  attributable  to any
asset of or amount owed by any REMIC created hereunder.





ARTICLE V
                                       THE CERTIFICATES

Section 5.01.  The Certificates.

(a)     The  Class  A,  Class  M,  Class  B-1,  Class  SB and  Class R  Certificates  shall be
substantially  in the forms set forth in Exhibits A, B, C, D and E,  respectively,  and shall,
on original issue,  be executed and delivered by the Trustee to the Certificate  Registrar for
authentication  and  delivery  to or upon  the  order of the  Depositor  upon  receipt  by the
Trustee or one or more  Custodians  of the documents  specified in Section 2.01.  The Class A,
Class  M-1,  Class  M-2 and  Class  M-3  Certificates  shall be  issuable  in  minimum  dollar
denominations  of $100,000 and  integral  multiples  of $1 in excess  thereof.  The Class M-4,
Class M-5,  Class M-6, Class M-7,  Class M-8,  Class M-9 and Class B-1  Certificates  shall be
issuable in minimum dollar  denominations  of $250,000 and integral  multiples of $1 in excess
thereof.  The Class SB  Certificates  shall be issuable in  registered,  certificated  form in
minimum  percentage  interests  of 5.00% and integral  multiples  of 0.01% in excess  thereof.
Each  Class of Class R  Certificates  shall be  issued  in  registered,  certificated  form in
minimum  percentage  interests  of 20.00% and integral  multiples of 0.01% in excess  thereof;
provided,  however,  that one Class R Certificate  of each Class will be issuable to the REMIC
Administrator as "tax matters person"  pursuant to Section 10.01(c) in a minimum  denomination
representing  a  Percentage  Interest  of not  less  than  0.01%.  The  Certificates  shall be
executed by manual or facsimile  signature on behalf of an authorized  officer of the Trustee.
Certificates  bearing the manual or facsimile  signatures of individuals  who were at any time
the  proper  officers  of the  Trustee  shall  bind the  Trustee,  notwithstanding  that  such
individuals  or any of them have ceased to hold such offices prior to the  authentication  and
delivery of such  Certificate  or did not hold such offices at the date of such  Certificates.
No  Certificate  shall be entitled to any benefit  under this  Agreement,  or be valid for any
purpose,   unless  there  appears  on  such   Certificate  a  certificate  of   authentication
substantially  in the form  provided  for herein  executed  by the  Certificate  Registrar  by
manual  signature,  and such  certificate upon any Certificate  shall be conclusive  evidence,
and the only  evidence,  that such  Certificate  has been  duly  authenticated  and  delivered
hereunder. All Certificates shall be dated the date of their authentication.

(b)     The Class A, Class M and Class B-1  Certificates  shall  initially be issued as one or
more  Certificates  registered  in the name of the  Depository  or its nominee and,  except as
provided  below,  registration  of such  Certificates  may not be  transferred  by the Trustee
except  to  another  Depository  that  agrees  to hold such  Certificates  for the  respective
Certificate Owners with Ownership  Interests therein.  The Certificate Owners shall hold their
respective  Ownership  Interests  in  and  to  each  such  Class  A,  Class  M and  Class  B-1
Certificate  through the  book-entry  facilities  of the  Depository  and,  except as provided
below,  shall  not be  entitled  to  Definitive  Certificates  in  respect  of such  Ownership
Interests.  All transfers by Certificate  Owners of their  respective  Ownership  Interests in
the Book-Entry  Certificates  shall be made in accordance  with the procedures  established by
the  Depository  Participant or brokerage  firm  representing  such  Certificate  Owner.  Each
Depository  Participant  shall  transfer  the  Ownership  Interests  only  in  the  Book-Entry
Certificates  of Certificate  Owners it represents or of brokerage  firms for which it acts as
agent in accordance with the Depository's normal procedures.

        The Trustee,  the Master  Servicer and the Depositor  may for all purposes  (including
the making of payments due on the  respective  Classes of Book-Entry  Certificates)  deal with
the  Depository as the authorized  representative  of the  Certificate  Owners with respect to
the respective  Classes of Book-Entry  Certificates  for the purposes of exercising the rights
of  Certificateholders  hereunder.  The  rights of  Certificate  Owners  with  respect  to the
respective  Classes of Book-Entry  Certificates  shall be limited to those  established by law
and agreements between such Certificate  Owners and the Depository  Participants and brokerage
firms representing such Certificate  Owners.  Multiple requests and directions from, and votes
of, the  Depository  as Holder of any Class of  Book-Entry  Certificates  with  respect to any
particular  matter  shall  not be  deemed  inconsistent  if they  are  made  with  respect  to
different  Certificate  Owners.  The  Trustee  may  establish  a  reasonable  record  date  in
connection  with  solicitations  of consents  from or voting by  Certificateholders  and shall
give notice to the Depository of such record date.

        In addition,  if an Event of Default has occurred and is continuing,  each Certificate
Owner  materially   adversely  affected  thereby  may  at  its  option  request  a  Definitive
Certificate  evidencing such Certificate  Owner's Percentage  Interest in the related Class of
Certificates.  In order to make such request,  such  Certificate  Owner shall,  subject to the
rules and  procedures of the  Depository,  provide the  Depository  or the related  Depository
Participant  with  directions  for the  Trustee  to  exchange  or cause  the  exchange  of the
Certificate  Owner's  interest  in such Class of  Certificates  for an  equivalent  Percentage
Interest in fully  registered  definitive  form.  Upon  receipt by the Trustee of  instruction
from the  Depository  directing  the Trustee to effect such  exchange  (such  instructions  to
contain  information  regarding  the  Class  of  Certificates  and the  Certificate  Principal
Balance being exchanged,  the Depository  Participant account to be debited with the decrease,
the registered  holder of and delivery  instructions  for the Definitive  Certificates and any
other  information  reasonably  required by the Trustee),  (i) the Trustee shall  instruct the
Depository  to  reduce  the  related  Depository   Participant's   account  by  the  aggregate
Certificate  Principal  Balance  of  the  Definitive  Certificates,  (ii)  the  Trustee  shall
execute,   authenticate  and  deliver,  in  accordance  with  the  registration  and  delivery
instructions   provided  by  the  Depository,   a  Definitive   Certificate   evidencing  such
Certificate  Owner's  Percentage  Interest in such Class of Certificates and (iii) the Trustee
shall execute and  authenticate a new Book-Entry  Certificate  reflecting the reduction in the
aggregate  Certificate  Principal  Balance of such Class of  Certificates by the amount of the
Definitive Certificates.

        If (i)(A) the  Depositor  advises the  Trustee in writing  that the  Depository  is no
longer willing or able to properly  discharge its  responsibilities  as Depository and (B) the
Depositor  is  unable to locate a  qualified  successor  or (ii) the  Depositor  notifies  the
Depository  of its intent to terminate  the  book-entry  system and, upon receipt of notice of
such intent from the Depository,  the Depository  Participants  holding beneficial interest in
the Book-Entry  Certificates agree to initiate such termination,  the Trustee shall notify all
Certificate  Owners,  through the  Depository,  of the occurrence of any such event and of the
availability  of Definitive  Certificates  to Certificate  Owners  requesting  the same.  Upon
surrender to the Trustee of the  Book-Entry  Certificates  by the  Depository,  accompanied by
registration  instructions  from the  Depository  for  registration  of transfer,  the Trustee
shall issue the Definitive  Certificates.  Neither the Depositor,  the Master Servicer nor the
Trustee  shall be liable for any actions taken by the  Depository  or its nominee,  including,
without limitation,  any delay in delivery of any instruction  required under this section and
may conclusively  rely on, and shall be protected in relying on, such  instructions.  Upon the
issuance of Definitive  Certificates,  the Trustee and the Master Servicer shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder.

(c)     Each of the  Certificates is intended to be a "security"  governed by Article 8 of the
Uniform  Commercial  Code as in  effect  in the  State of New York  and any  other  applicable
jurisdiction, to the extent that any of such laws may be applicable.

Section 5.02.  Registration of Transfer and Exchange of Certificates.

(a)     The Trustee  shall cause to be kept at one of the offices or agencies to be  appointed
by the Trustee,  in accordance with the provisions of Section 8.12, a Certificate  Register in
which, subject to such reasonable  regulations as it may prescribe,  the Trustee shall provide
for the  registration  of  Certificates  and of transfers  and  exchanges of  Certificates  as
herein provided.  The Trustee is initially appointed  Certificate Registrar for the purpose of
registering  Certificates and transfers and exchanges of Certificates as herein provided.  The
Certificate  Registrar,  or the Trustee,  shall  provide the Master  Servicer with a certified
list of Certificateholders as of each Record Date prior to the related Determination Date.

(b)     Upon  surrender  for  registration  of  transfer of any  Certificate  at any office or
agency of the Trustee  maintained  for such purpose  pursuant to Section 8.12 and, in the case
of any Class B-1, Class SB or Class R  Certificate,  upon  satisfaction  of the conditions set
forth below,  the Trustee shall execute and the Certificate  Registrar shall  authenticate and
deliver,  in  the  name  of  the  designated  Transferee  or  Transferees,  one  or  more  new
Certificates of a like Class and aggregate Percentage Interest.

(c)     At the  option of the  Certificateholders,  Certificates  may be  exchanged  for other
Certificates of authorized  denominations of a like Class and aggregate  Percentage  Interest,
upon  surrender of the  Certificates  to be  exchanged at any such office or agency.  Whenever
any  Certificates  are  so  surrendered  for  exchange  the  Trustee  shall  execute  and  the
Certificate  Registrar  shall  authenticate  and deliver the  Certificates of such Class which
the  Certificateholder   making  the  exchange  is  entitled  to  receive.  Every  Certificate
presented  or  surrendered  for  transfer or exchange  shall (if so required by the Trustee or
the Certificate  Registrar) be duly endorsed by, or be accompanied by a written  instrument of
transfer in form  satisfactory to the Trustee and the Certificate  Registrar duly executed by,
the Holder thereof or his attorney duly authorized in writing.

(d)     No transfer,  sale,  pledge or other  disposition  of a Class B-1, Class SB or Class R
Certificate  shall be made unless such transfer,  sale,  pledge or other disposition is exempt
from the  registration  requirements  of the  Securities  Act of 1933,  as amended  (the "1933
Act"),  and any applicable  state  securities  laws or is made in accordance with said Act and
laws.  Except as otherwise  provided in this Section 5.02(d),  in the event that a transfer of
a Class B-1, Class SB or Class R Certificate  is to be made, (i) unless the Depositor  directs
the Trustee  otherwise,  the Trustee shall require a written  Opinion of Counsel  addressed to
and  acceptable  to and in form and  substance  satisfactory  to the Trustee and the Depositor
that such transfer may be made pursuant to an exemption,  describing the applicable  exemption
and the basis  therefor,  from  said Act and laws or is being  made  pursuant  to said Act and
laws,  which  Opinion of Counsel shall not be an expense of the Trustee,  the Trust Fund,  the
Depositor  or the Master  Servicer,  and (ii) the  Trustee  shall  require the  Transferee  to
execute a  representation  letter,  substantially  in the form of  Exhibit  J hereto,  and the
Trustee shall require the  transferor to execute a  representation  letter,  substantially  in
the form of Exhibit K hereto,  each  acceptable to and in form and substance  satisfactory  to
the  Depositor  and the  Trustee  certifying  to the  Depositor  and  the  Trustee  the  facts
surrounding  such  transfer,  which  representation  letters  shall not be an  expense  of the
Trustee,  the Trust Fund, the Depositor or the Master  Servicer.  In lieu of the  requirements
set  forth  in  the  preceding  sentence,  transfers  of  Class  B-1,  Class  SB  or  Class  R
Certificates  may be  made  in  accordance  with  this  Section  5.02(d)  if  the  prospective
Transferee  of such a  Certificate  provides  the  Trustee  and the  Master  Servicer  with an
investment  letter  substantially in the form of Exhibit O attached  hereto,  which investment
letter shall not be an expense of the Trustee,  the  Depositor,  or the Master  Servicer,  and
which investment  letter states that, among other things,  such Transferee (i) is a "qualified
institutional  buyer" as defined  under Rule 144A,  acting for its own account or the accounts
of other "qualified  institutional  buyers" as defined under Rule 144A, and (ii) is aware that
the  proposed  transferor  intends to rely on the  exemption  from  registration  requirements
under the 1933 Act provided by Rule 144A. If any transfer of a Class B-1  Certificate  that is
a Book-Entry  Certificate  is to be made to a transferee in book-entry  form,  the  transferor
and the  transferee  will be deemed to have made  each of the  respective  certifications  set
forth in Exhibit O as of the  transfer  date,  in each case as if such  Class B-1  Certificate
were in physical  form.  The Holder of a Class B-1,  Class SB or Class R Certificate  desiring
to effect any transfer,  sale,  pledge or other  disposition  shall, and does hereby agree to,
indemnify  the Trustee,  the  Depositor,  the Master  Servicer and the  Certificate  Registrar
against any liability that may result if the transfer,  sale,  pledge or other  disposition is
not so  exempt  or is not  made in  accordance  with  such  federal  and  state  laws and this
Agreement.

(e)     (i)    In the case of any Class  B-1  Certificate,  Class SB  Certificate  or  Class R
Certificate  presented  for  registration  in the name of any  Person,  either (A) the Trustee
shall require an Opinion of Counsel  acceptable to and in form and substance  satisfactory  to
the  Trustee,  the  Depositor  and the Master  Servicer  to the effect that the  purchase  and
holding of such Class B-1,  Class SB or Class R Certificate is  permissible  under  applicable
law, will not  constitute or result in any  non-exempt  prohibited  transaction  under Section
406 of  ERISA  or  Section  4975 of the  Code  (or  comparable  provisions  of any  subsequent
enactments),  and will not subject the Trustee,  the  Depositor or the Master  Servicer to any
obligation or liability  (including  obligations or liabilities under ERISA or Section 4975 of
the Code) in addition to those  undertaken in this  Agreement,  which Opinion of Counsel shall
not be an  expense  of  the  Trustee,  the  Depositor  or  the  Master  Servicer,  or (B)  the
prospective  Transferee  shall be required  to provide  the  Trustee,  the  Depositor  and the
Master Servicer with a  certification  to the effect set forth in Exhibit J (with respect to a
Class B-1 or Class SB  Certificate) or in paragraph  fifteen of Exhibit I-1 (with respect to a
Class R   Certificate),   which  the  Trustee  may  rely  upon  without   further  inquiry  or
investigation,  or such other  certifications  as the Trustee may deem  desirable or necessary
in order to establish that such  Transferee or the Person in whose name such  registration  is
requested  either (a) is not an employee  benefit plan or other plan subject to the prohibited
transaction  provisions of ERISA or Section 4975  of the Code (each, a "Plan"),  or any Person
(including,  without  limitation,  an insurance  company  investing its general  accounts,  an
investment  manager,  a named  fiduciary or a trustee of any Plan) who is using "plan assets,"
within the meaning of the U.S.  Department  of Labor  regulation  promulgated  at 29 C.F.R.ss.
2510.3-101,  of any Plan (each,  a "Plan  Investor") to effect such  acquisition or (b) in the
case  of any  Class  B-1  Certificate,  the  following  conditions  are  satisfied:  (i)  such
Transferee  is an  insurance  company,  (ii) the source of funds used to purchase or hold such
Certificate (or any interest  therein) is an "insurance  company general  account" (as defined
in U.S.  Department of Labor Prohibited  Transaction Class Exemption ("PTCE") 95-60, and (iii)
the  conditions  set forth in  Sections  I and III of PTCE  95-60  have been  satisfied  (each
entity that satisfies this clause (b), a "Complying Insurance Company").

               (ii)   Any  Transferee  of  a  Class M  Certificate  will  be  deemed  to  have
represented  by virtue  of its  purchase  or  holding  of such  Certificate  (or any  interest
therein)  that  either  (a)  such  Transferee  is not a Plan  or a Plan  Investor,  (b) it has
acquired and is holding such  Certificate in reliance on U.S.  Department of Labor  Prohibited
Transaction  Exemption  ("PTE") 94-29,  59 Fed. Reg. 14674 (March 29, 1994),  as most recently
amended by PTE 2002-41, 67 Fed. Reg. 54487 (August 22,  2002) (the "RFC Exemption"),  and that
it  understands  that there are certain  conditions to the  availability  of the RFC Exemption
including  that  such  Certificate  must be rated,  at the time of  purchase,  not lower  than
"BBB-"  (or its  equivalent)  by  Standard & Poor's or  Moody's  or (c) such  Transferee  is a
Complying Insurance Company.

               (A)    If any  Class M  Certificate  (or any  interest  therein) is acquired or
held by any Person that does not satisfy the  conditions  described in  paragraph  (ii) above,
then the last  preceding  Transferee  that  either (x) is not a Plan or a Plan  Investor,  (y)
acquired  such  Certificate  in  compliance  with  the  RFC  Exemption  or (z) is a  Complying
Insurance  Company  shall be  restored,  to the  extent  permitted  by law,  to all rights and
obligations  as  Certificate  Owner thereof  retroactive  to the date of such Transfer of such
Class M  Certificate.  The Trustee  shall be under no  liability  to any Person for making any
payments due on such Certificate to such preceding Transferee.

               (B)    Any  purported  Certificate  Owner whose  acquisition  or holding of any
Class M  Certificate (or any interest  therein) was effected in violation of the  restrictions
in this  Section 5.02(e)  shall  indemnify and hold harmless the Depositor,  the Trustee,  the
Master  Servicer,  any  Subservicer,  any  underwriter and the Trust Fund from and against any
and all liabilities,  claims,  costs or expenses  incurred by such parties as a result of such
acquisition or holding.

(f)     (i)    Each  Person  who  has or who  acquires  any  Ownership  Interest  in a Class R
Certificate  shall be deemed by the acceptance or  acquisition  of such Ownership  Interest to
have agreed to be bound by the following  provisions  and to have  irrevocably  authorized the
Trustee or its designee  under  clause  (iii)(A)  below to deliver  payments to a Person other
than such  Person and to  negotiate  the terms of any  mandatory  sale under  clause  (iii)(B)
below and to execute all  instruments  of transfer  and to do all other  things  necessary  in
connection with any such sale. The rights of each Person  acquiring any Ownership  Interest in
a Class R Certificate are expressly subject to the following provisions:

(i)     Each Person  holding or  acquiring  any  Ownership  Interest in a Class R  Certificate
               shall be a Permitted  Transferee and shall  promptly  notify the Trustee of any
               change or impending change in its status as a Permitted Transferee.

(ii)    In  connection  with any  proposed  Transfer  of any  Ownership  Interest in a Class R
               Certificate,  the Trustee shall require  delivery to it, and shall not register
               the Transfer of any Class R Certificate until its receipt of,

(1)     an  affidavit  and  agreement  (a  "Transfer  Affidavit  and  Agreement,"  in the form
                      attached  hereto as Exhibit I-1) from the proposed  Transferee,  in form
                      and substance  satisfactory  to the Master  Servicer,  representing  and
                      warranting,  among other things, that it is a Permitted Transferee, that
                      it is not acquiring  its  Ownership  Interest in the Class R Certificate
                      that is the subject of the  proposed  Transfer as a nominee,  trustee or
                      agent for any  Person  who is not a  Permitted  Transferee,  that for so
                      long as it retains its Ownership  Interest in a Class R Certificate,  it
                      will  endeavor  to  remain  a  Permitted  Transferee,  and  that  it has
                      reviewed the  provisions of this Section  5.02(f) and agrees to be bound
                      by them, and

(2)     a certificate,  in the form attached hereto as Exhibit I-2, from the Holder wishing to
                      transfer the Class R Certificate,  in form and substance satisfactory to
                      the Master Servicer,  representing  and warranting,  among other things,
                      that no purpose of the proposed  Transfer is to impede the assessment or
                      collection of tax.

(iii)   Notwithstanding  the  delivery of a Transfer  Affidavit  and  Agreement  by a proposed
               Transferee under clause (B) above, if a Responsible  Officer of the Trustee who
               is  assigned  to  this  Agreement  has  actual   knowledge  that  the  proposed
               Transferee is not a Permitted Transferee,  no Transfer of an Ownership Interest
               in a Class R Certificate to such proposed Transferee shall be effected.

(iv)    Each Person  holding or  acquiring  any  Ownership  Interest in a Class R  Certificate
               shall agree (x) to require a Transfer  Affidavit and  Agreement  from any other
               Person to whom such Person  attempts to transfer  its  Ownership  Interest in a
               Class R Certificate  and (y) not to transfer its Ownership  Interest  unless it
               provides a certificate  to the Trustee in the form  attached  hereto as Exhibit
               I-2.

(v)     Each Person holding or acquiring an Ownership  Interest in a Class R  Certificate,  by
               purchasing  an  Ownership  Interest  in such  Certificate,  agrees  to give the
               Trustee written notice that it is a "pass-through  interest  holder" within the
               meaning  of  Temporary   Treasury   Regulations   Section   1.67-3T(a)(2)(i)(A)
               immediately upon acquiring an Ownership  Interest in a Class R Certificate,  if
               it is, or is holding an Ownership  Interest in a Class R Certificate  on behalf
               of, a "pass-through interest holder."

(ii)    The Trustee shall  register the Transfer of any Class R  Certificate  only if it shall
        have  received the Transfer  Affidavit  and  Agreement,  a  certificate  of the Holder
        requesting  such transfer in the form  attached  hereto as Exhibit I-2 and all of such
        other documents as shall have been  reasonably  required by the Trustee as a condition
        to such  registration.  Transfers of the Class R  Certificates  to  Non-United  States
        Persons and Disqualified  Organizations (as defined in Section 860E(e)(5) of the Code)
        are prohibited.

(i)     If any Disqualified Organization shall become a holder of a Class R Certificate,  then
               the last  preceding  Permitted  Transferee  shall be  restored,  to the  extent
               permitted by law, to all rights and  obligations as Holder thereof  retroactive
               to the date of registration of such Transfer of such Class R Certificate.  If a
               Non-United  States Person shall become a holder of a Class R Certificate,  then
               the last  preceding  United  States  Person  shall be  restored,  to the extent
               permitted by law, to all rights and  obligations as Holder thereof  retroactive
               to the date of registration of such Transfer of such Class R Certificate.  If a
               transfer of a Class R Certificate is disregarded  pursuant to the provisions of
               Treasury  Regulations  Section  1.860E-1  or  Section  1.860G-3,  then the last
               preceding  Permitted  Transferee shall be restored,  to the extent permitted by
               law, to all rights and  obligations as Holder  thereof  retroactive to the date
               of  registration  of such  Transfer  of such Class R  Certificate.  The Trustee
               shall be under no liability to any Person for any  registration  of Transfer of
               a Class R Certificate  that is in fact not permitted by this Section 5.02(f) or
               for making any payments due on such  Certificate  to the holder  thereof or for
               taking any other  action with respect to such holder  under the  provisions  of
               this Agreement.

(ii)    If any  purported  Transferee  shall  become  a  Holder  of a Class R  Certificate  in
               violation of the  restrictions  in this Section  5.02(f) and to the extent that
               the  retroactive  restoration  of the  rights  of the  Holder  of such  Class R
               Certificate as described in clause  (ii)(A) above shall be invalid,  illegal or
               unenforceable,  then the Master  Servicer shall have the right,  without notice
               to the  holder or any prior  holder of such Class R  Certificate,  to sell such
               Class R  Certificate  to a purchaser  selected  by the Master  Servicer on such
               terms as the Master  Servicer  may  choose.  Such  purported  Transferee  shall
               promptly  endorse and deliver each Class R Certificate  in accordance  with the
               instructions of the Master Servicer.  Such purchaser may be the Master Servicer
               itself or any Affiliate of the Master Servicer.  The proceeds of such sale, net
               of the  commissions  (which  may  include  commissions  payable  to the  Master
               Servicer or its  Affiliates),  expenses and taxes due, if any, will be remitted
               by the Master Servicer to such purported  Transferee.  The terms and conditions
               of any  sale  under  this  clause  (iii)(B)  shall  be  determined  in the sole
               discretion of the Master Servicer,  and the Master Servicer shall not be liable
               to any  Person  having an  Ownership  Interest  in a Class R  Certificate  as a
               result of its exercise of such discretion.

(iii)   The Master  Servicer,  on behalf of the Trustee,  shall make  available,  upon written
        request from the Trustee, all information necessary to compute any tax imposed

(i)     as a result of the Transfer of an Ownership  Interest in a Class R Certificate  to any
               Person who is a Disqualified Organization,  including the information regarding
               "excess  inclusions"  of such Class R  Certificates  required to be provided to
               the  Internal  Revenue  Service and certain  Persons as  described  in Treasury
               Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and

(ii)    as a result of any regulated investment company,  real estate investment trust, common
               trust fund,  partnership,  trust,  estate or organization  described in Section
               1381 of the Code that  holds an  Ownership  Interest  in a Class R  Certificate
               having  as  among  its  record  holders  at  any  time  any  Person  who  is  a
               Disqualified   Organization.   Reasonable   compensation   for  providing  such
               information may be required by the Master Servicer from such Person.

(iv)    The  provisions  of this  Section  5.02(f)  set forth prior to this clause (iv) may be
        modified,  added to or  eliminated,  provided that there shall have been  delivered to
        the Trustee the following:

(i)     Written  notification  from each Rating  Agency to the effect  that the  modification,
               addition  to or  elimination  of such  provisions  will not cause  such  Rating
               Agency  to  downgrade  its  then-current  ratings,  if  any,  of  the  Class  A
               Certificates  and Class M  Certificates  below  the  lower of the  then-current
               rating or the rating  assigned to such  Certificates  as of the Closing Date by
               such Rating Agency; and

(ii)    a certificate of the Master Servicer  stating that the Master Servicer has received an
               Opinion of Counsel, in form and substance  satisfactory to the Master Servicer,
               to  the  effect  that  such  modification,  addition  to  or  absence  of  such
               provisions will not cause any REMIC created  hereunder to cease to qualify as a
               REMIC and will not cause (x) any REMIC  created  hereunder  to be subject to an
               entity-level  tax caused by the Transfer of any Class R Certificate to a Person
               that is a  Disqualified  Organization  or (y) a  Certificateholder  or  another
               Person to be subject to a  REMIC-related  tax caused by the Transfer of a Class
               R Certificate to a Person that is not a Permitted Transferee.

(g)     No service  charge shall be made for any transfer or exchange of  Certificates  of any
Class,  but  the  Trustee  may  require  payment  of a sum  sufficient  to  cover  any  tax or
governmental  charge  that may be imposed in  connection  with any  transfer  or  exchange  of
Certificates.

(h)     All  Certificates  surrendered  for transfer  and  exchange  shall be destroyed by the
Certificate Registrar.

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

        If (i) any mutilated Certificate is surrendered to the Certificate  Registrar,  or the
Trustee  and  the  Certificate  Registrar  receive  evidence  to  their  satisfaction  of  the
destruction,  loss or theft of any  Certificate,  and (ii) there is  delivered  to the Trustee
and the  Certificate  Registrar  such security or indemnity as may be required by them to save
each of them  harmless,  then,  in the  absence of notice to the  Trustee  or the  Certificate
Registrar  that such  Certificate  has been  acquired  by a bona fide  purchaser,  the Trustee
shall execute and the Certificate  Registrar shall  authenticate and deliver,  in exchange for
or in lieu of any such mutilated,  destroyed,  lost or stolen  Certificate,  a new Certificate
of like  tenor,  Class and  Percentage  Interest  but  bearing a number not  contemporaneously
outstanding.  Upon the issuance of any new  Certificate  under this  Section,  the Trustee may
require the payment of a sum  sufficient  to cover any tax or other  governmental  charge that
may be imposed in relation  thereto and any other  expenses  (including  the fees and expenses
of the Trustee and the Certificate  Registrar) connected therewith.  Any duplicate Certificate
issued  pursuant to this  Section  shall  constitute  complete  and  indefeasible  evidence of
ownership  in the Trust Fund,  as if  originally  issued,  whether or not the lost,  stolen or
destroyed Certificate shall be found at any time.

Section 5.04.  Persons Deemed Owners.

        Prior  to  due  presentation  of a  Certificate  for  registration  of  transfer,  the
Depositor,  the Master Servicer,  the Trustee, the Certificate  Registrar and any agent of the
Depositor,  the Master  Servicer,  the  Trustee  or the  Certificate  Registrar  may treat the
Person in whose name any  Certificate is registered as the owner of such  Certificate  for the
purpose  of  receiving  distributions  pursuant  to  Section  4.02 and for all other  purposes
whatsoever,  except as and to the extent  provided in the  definition  of  "Certificateholder"
and neither the Depositor,  the Master Servicer,  the Trustee,  the Certificate  Registrar nor
any agent of the Depositor,  the Master  Servicer,  the Trustee or the  Certificate  Registrar
shall be affected by notice to the contrary except as provided in Section 5.02(f).

Section 5.05.  Appointment of Paying Agent.

        The  Trustee may appoint a Paying  Agent for the  purpose of making  distributions  to
Certificateholders  pursuant  to Section  4.02.  In the event of any such  appointment,  on or
prior to each  Distribution  Date the Master  Servicer on behalf of the Trustee  shall deposit
or cause to be  deposited  with the Paying  Agent a sum  sufficient  to make the  payments  to
Certificateholders  in the amounts and in the manner  provided for in Section  4.02,  such sum
to be held in trust for the  benefit  of  Certificateholders.  The  Trustee  shall  cause each
Paying  Agent to execute and deliver to the Trustee an  instrument  in which such Paying Agent
shall  agree with the  Trustee  that such  Paying  Agent will hold all sums held by it for the
payment to  Certificateholders  in trust for the  benefit of the  Certificateholders  entitled
thereto  until  such sums shall be paid to such  Certificateholders.  Any sums so held by such
Paying  Agent  shall  be held  only in  Eligible  Accounts  to the  extent  such  sums are not
distributed to the Certificateholders on the date of receipt by such Paying Agent.

ARTICLE VI
                            THE DEPOSITOR AND THE MASTER SERVICER

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

        The Depositor  and the Master  Servicer  shall each be liable in  accordance  herewith
only  to the  extent  of the  obligations  specifically  and  respectively  imposed  upon  and
undertaken by the Depositor and the Master Servicer  herein.  By way of  illustration  and not
limitation,  the Depositor is not liable for the servicing and  administration of the Mortgage
Loans,  nor is it obligated by Section 7.01 or 10.01 to assume any  obligations  of the Master
Servicer or to appoint a designee to assume such  obligations,  nor is it liable for any other
obligation  hereunder  that it may, but is not obligated to, assume unless it elects to assume
such obligation in accordance herewith.

Section 6.02.  Merger or Consolidation of the Depositor or the Master Servicer; Assignment of
                      Rights and Delegation of Duties by Master Servicer.

(a)     The Depositor and the Master  Servicer  shall each keep in full effect its  existence,
rights and franchises as a corporation under the laws of the state of its  incorporation,  and
will each obtain and preserve its  qualification  to do business as a foreign  corporation  in
each  jurisdiction  in which  such  qualification  is or shall be  necessary  to  protect  the
validity and  enforceability of this Agreement,  the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.

(b)     Any  Person  into  which  the  Depositor  or the  Master  Servicer  may be  merged  or
consolidated,  or any  corporation  resulting  from any merger or  consolidation  to which the
Depositor or the Master  Servicer shall be a party,  or any Person  succeeding to the business
of the  Depositor  or the Master  Servicer,  shall be the  successor  of the  Depositor or the
Master Servicer,  as the case may be, hereunder,  without the execution or filing of any paper
or any further act on the part of any of the parties  hereto,  anything herein to the contrary
notwithstanding;  provided,  however,  that the  successor or  surviving  Person to the Master
Servicer  shall be  qualified  to  service  mortgage  loans on behalf of Fannie Mae or Freddie
Mac;  and  provided  further  that  each  Rating  Agency's  ratings,  if any,  of the  Class A
Certificates  and  Class  M  Certificates  in  effect  immediately  prior  to such  merger  or
consolidation  will not be qualified,  reduced or withdrawn as a result  thereof (as evidenced
by a letter to such effect from each Rating Agency).

(c)     Notwithstanding  anything  else in this Section 6.02 and Section 6.04 to the contrary,
the Master Servicer may assign its rights and delegate its duties and  obligations  under this
Agreement;  provided  that the Person  accepting  such  assignment  or  delegation  shall be a
Person which is qualified  to service  mortgage  loans on behalf of Fannie Mae or Freddie Mac,
is  reasonably  satisfactory  to the  Trustee  and the  Depositor,  is willing to service  the
Mortgage  Loans and executes and delivers to the Depositor  and the Trustee an  agreement,  in
form and substance  reasonably  satisfactory to the Depositor and the Trustee,  which contains
an  assumption  by such Person of the due and  punctual  performance  and  observance  of each
covenant  and  condition  to be  performed  or  observed  by the  Master  Servicer  under this
Agreement;  provided  further that each Rating  Agency's rating of the Classes of Certificates
that have been rated in effect  immediately  prior to such  assignment and delegation will not
be  qualified,  reduced  or  withdrawn  as a result  of such  assignment  and  delegation  (as
evidenced  by a letter  to such  effect  from  each  Rating  Agency).  In the case of any such
assignment and delegation,  the Master  Servicer shall be released from its obligations  under
this  Agreement,  except that the Master  Servicer shall remain liable for all liabilities and
obligations  incurred by it as Master  Servicer  hereunder  prior to the  satisfaction  of the
conditions to such  assignment and delegation set forth in the next preceding  sentence.  This
Section  6.02  shall not apply to any sale,  transfer,  pledge or  assignment  by  Residential
Funding of the Call Rights.

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

        None  of the  Depositor,  the  Master  Servicer  or any  of the  directors,  officers,
employees or agents of the  Depositor or the Master  Servicer  shall be under any liability to
the Trust Fund or the  Certificateholders  for any  action  taken or for  refraining  from the
taking of any action in good faith  pursuant  to this  Agreement,  or for errors in  judgment;
provided,  however,  that this provision shall not protect the Depositor,  the Master Servicer
or any such Person  against any breach of  warranties  or  representations  made herein or any
liability  which would  otherwise  be imposed by reason of willful  misfeasance,  bad faith or
gross  negligence  in the  performance  of  duties  or by  reason  of  reckless  disregard  of
obligations  and duties  hereunder.  The  Depositor,  the Master  Servicer  and any  director,
officer,  employee or agent of the Depositor or the Master  Servicer may rely in good faith on
any  document  of any  kind  prima  facie  properly  executed  and  submitted  by  any  Person
respecting  any  matters  arising  hereunder.  The  Depositor,  the  Master  Servicer  and any
director,  officer,  employee  or agent  of the  Depositor  or the  Master  Servicer  shall be
indemnified  by the Trust  Fund and held  harmless  against  any loss,  liability  or  expense
incurred in connection with any legal action  relating to this Agreement or the  Certificates,
other than any loss,  liability or expense  related to any specific  Mortgage Loan or Mortgage
Loans  (except  as any  such  loss,  liability  or  expense  shall be  otherwise  reimbursable
pursuant to this Agreement) and any loss,  liability or expense  incurred by reason of willful
misfeasance,  bad faith or gross  negligence  in the  performance  of duties  hereunder  or by
reason of reckless  disregard of obligations and duties  hereunder.  Neither the Depositor nor
the  Master  Servicer  shall be under any  obligation  to appear in,  prosecute  or defend any
legal or administrative action,  proceeding,  hearing or examination that is not incidental to
its  respective  duties  under this  Agreement  and which in its opinion may involve it in any
expense or liability;  provided,  however,  that the  Depositor or the Master  Servicer may in
its  discretion  undertake any such action,  proceeding,  hearing or  examination  that it may
deem  necessary  or desirable  in respect to this  Agreement  and the rights and duties of the
parties  hereto and the  interests of the  Certificateholders  hereunder.  In such event,  the
legal  expenses  and  costs  of  such  action,  proceeding,  hearing  or  examination  and any
liability  resulting  therefrom  shall be expenses,  costs and  liabilities of the Trust Fund,
and the Depositor and the Master  Servicer shall be entitled to be reimbursed  therefor out of
amounts  attributable  to the Mortgage  Loans on deposit in the Custodial  Account as provided
by Section 3.10 and, on the Distribution  Date(s) following such reimbursement,  the aggregate
of such  expenses  and costs  shall be  allocated  in  reduction  of the  Accrued  Certificate
Interest  on each Class  entitled  thereto in the same  manner as if such  expenses  and costs
constituted a Prepayment Interest Shortfall.

Section 6.04.  Depositor and Master Servicer Not to Resign.

        Subject to the  provisions  of Section  6.02,  neither  the  Depositor  nor the Master
Servicer shall resign from its respective  obligations  and duties hereby imposed on it except
upon  determination  that its duties hereunder are no longer permissible under applicable law.
Any such  determination  permitting the  resignation  of the Depositor or the Master  Servicer
shall be  evidenced by an Opinion of Counsel (at the expense of the  resigning  party) to such
effect  delivered to the Trustee.  No such  resignation  by the Master  Servicer  shall become
effective until the Trustee or a successor  servicer shall have assumed the Master  Servicer's
responsibilities and obligations in accordance with Section 7.02.

ARTICLE VII
                                           DEFAULT

Section 7.01.  Events of Default.

        Event  of  Default,  wherever  used  herein,  means  any one of the  following  events
(whatever  reason for such Event of Default and whether it shall be voluntary  or  involuntary
or be effected by operation of law or pursuant to any  judgment,  decree or order of any court
or any order, rule or regulation of any administrative or governmental body):

(i)     the Master  Servicer shall fail to distribute or cause to be distributed to Holders of
        Certificates of any Class any distribution  required to be made under the terms of the
        Certificates  of such Class and this Agreement and, in either case, such failure shall
        continue  unremedied  for a period of 5 days after the date upon which written  notice
        of such failure,  requiring such failure to be remedied,  shall have been given to the
        Master  Servicer  by the  Trustee  or the  Depositor  or to the Master  Servicer,  the
        Depositor  and the Trustee by the  Holders of  Certificates  of such Class  evidencing
        Percentage Interests aggregating not less than 25%; or

(ii)    the Master  Servicer  shall fail to observe  or perform in any  material  respect  any
        other of the covenants or agreements on the part of the Master  Servicer  contained in
        the  Certificates  of any Class or in this  Agreement and such failure shall  continue
        unremedied  for a period of 30 days  (except  that such  number of days shall be 15 in
        the case of a failure to pay the premium for any Required  Insurance Policy) after the
        date on which  written  notice of such  failure,  requiring  the same to be  remedied,
        shall have been given to the Master  Servicer by the Trustee or the  Depositor,  or to
        the Master  Servicer,  the Depositor and the Trustee by the Holders of Certificates of
        any Class  evidencing,  as to such Class,  Percentage  Interests  aggregating not less
        than 25%; or

(iii)   a decree or order of a court or agency or supervisory  authority  having  jurisdiction
        in the premises in an  involuntary  case under any present or future  federal or state
        bankruptcy,  insolvency  or similar law or  appointing  a  conservator  or receiver or
        liquidator  in any  insolvency,  readjustment  of  debt,  marshalling  of  assets  and
        liabilities  or similar  proceedings,  or for the  winding-up  or  liquidation  of its
        affairs,  shall have been entered against the Master Servicer and such decree or order
        shall have remained in force undischarged or unstayed for a period of 60 days; or

(iv)    the Master  Servicer shall consent to the  appointment of a conservator or receiver or
        liquidator  in any  insolvency,  readjustment  of  debt,  marshalling  of  assets  and
        liabilities,  or similar proceedings of, or relating to, the Master Servicer or of, or
        relating to, all or substantially all of the property of the Master Servicer; or

(v)     the Master  Servicer  shall admit in writing its inability to pay its debts  generally
        as they become  due,  file a petition  to take  advantage  of, or commence a voluntary
        case under, any applicable  insolvency or reorganization  statute,  make an assignment
        for the benefit of its creditors,  or voluntarily  suspend payment of its obligations;
        or

(vi)    the Master  Servicer shall notify the Trustee  pursuant to Section  4.04(b) that it is
        unable to deposit in the Certificate Account an amount equal to the Advance.

        If an Event of Default  described  in clauses  (i)-(v) of this  Section  shall  occur,
then,  and in each and every such case,  so long as such Event of Default  shall not have been
remedied,  either  the  Depositor  or  the  Trustee  shall  at the  direction  of  Holders  of
Certificates  entitled  to at least 51% of the  Voting  Rights,  by notice in  writing  to the
Master  Servicer  (and to the  Depositor if given by the Trustee or to the Trustee if given by
the  Depositor),  terminate all of the rights and  obligations  of the Master  Servicer  under
this  Agreement  and in and to the  Mortgage  Loans and the proceeds  thereof,  other than its
rights as a Certificateholder  hereunder;  provided,  however,  that a successor to the Master
Servicer is appointed  pursuant to Section 7.02 and such successor  Master Servicer shall have
accepted  the  duties  of  Master  Servicer  effective  upon  the  resignation  of the  Master
Servicer.  If an Event of Default  described in clause (vi) hereof  shall  occur,  the Trustee
shall,  by notice to the Master Servicer and the Depositor,  immediately  terminate all of the
rights  and  obligations  of  the  Master  Servicer  under  this  Agreement  and in and to the
Mortgage  Loans  and the  proceeds  thereof,  other  than its  rights  as a  Certificateholder
hereunder as provided in Section  4.04(b).  On or after the receipt by the Master  Servicer of
such written  notice,  all authority and power of the Master  Servicer  under this  Agreement,
whether  with  respect to the  Certificates  (other than as a Holder  thereof) or the Mortgage
Loans or  otherwise,  shall  subject to Section  7.02 pass to and be vested in the  Trustee or
the Trustee's  designee  appointed  pursuant to Section 7.02;  and,  without  limitation,  the
Trustee is hereby  authorized  and  empowered to execute and deliver,  on behalf of the Master
Servicer, as attorney-in-fact or otherwise,  any and all documents and other instruments,  and
to do or accomplish  all other acts or things  necessary or appropriate to effect the purposes
of  such  notice  of  termination,  whether  to  complete  the  transfer  and  endorsement  or
assignment of the Mortgage  Loans and related  documents,  or otherwise.  The Master  Servicer
agrees to cooperate  with the Trustee in effecting the  termination  of the Master  Servicer's
responsibilities  and rights hereunder,  including,  without  limitation,  the transfer to the
Trustee or its designee for  administration  by it of all cash amounts which shall at the time
be credited to the  Custodial  Account or the  Certificate  Account or  thereafter be received
with respect to the Mortgage  Loans.  No such  termination  shall release the Master  Servicer
for any liability  that it would  otherwise  have  hereunder for any act or omission  prior to
the effective time of such termination.  Notwithstanding  any termination of the activities of
Residential  Funding in its capacity as Master Servicer  hereunder,  Residential Funding shall
be entitled to receive,  out of any late  collection  of a Monthly  Payment on a Mortgage Loan
which was due prior to the notice  terminating  Residential  Funding's  rights and obligations
as  Master  Servicer  hereunder  and  received  after  such  notice,  that  portion  to  which
Residential  Funding  would have been  entitled  pursuant  to Sections  3.10(a)(ii),  (vi) and
(vii) as well as its  Servicing  Fee in  respect  thereof,  and any other  amounts  payable to
Residential  Funding  hereunder the entitlement to which arose prior to the termination of its
activities  hereunder.  Upon  the  termination  of  Residential  Funding  as  Master  Servicer
hereunder the Depositor  shall deliver to the Trustee as successor  Master  Servicer a copy of
the Program Guide.

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

(a)     On and after the time the Master  Servicer  receives a notice of termination  pursuant
to Section 7.01 or resigns in  accordance  with Section  6.04,  the Trustee or, upon notice to
the Depositor and with the Depositor's  consent (which shall not be  unreasonably  withheld) a
designee  (which meets the standards  set forth below) of the Trustee,  shall be the successor
in all respects to the Master  Servicer in its capacity as servicer  under this  Agreement and
the  transactions  set  forth  or  provided  for  herein  and  shall  be  subject  to all  the
responsibilities,  duties and  liabilities  relating  thereto  placed on the  Master  Servicer
(except for the  responsibilities,  duties and  liabilities  contained  in  Sections  2.02 and
2.03(a),  excluding the duty to notify  related  Subservicers  as set forth in such  Sections,
and its  obligations to deposit  amounts in respect of losses incurred prior to such notice or
termination on the  investment of funds in the Custodial  Account or the  Certificate  Account
pursuant  to  Sections  3.07(c) and  4.01(c) by the terms and  provisions  hereof);  provided,
however,  that any failure to perform such duties or responsibilities  caused by the preceding
Master  Servicer's  failure  to provide  information  required  by  Section  4.04 shall not be
considered a default by the Trustee  hereunder as successor Master  Servicer.  As compensation
therefor,  the Trustee as successor  Master  Servicer  shall be entitled to all funds relating
to the  Mortgage  Loans which the Master  Servicer  would have been  entitled to charge to the
Custodial  Account or the  Certificate  Account if the Master  Servicer  had  continued to act
hereunder  and, in addition,  shall be entitled to the income from any  Permitted  Investments
made with amounts  attributable  to the Mortgage  Loans held in the  Custodial  Account or the
Certificate  Account.  If the  Trustee  has become the  successor  to the Master  Servicer  in
accordance  with Section 6.04 or Section 7.01,  then  notwithstanding  the above,  the Trustee
may, if it shall be  unwilling  to so act, or shall,  if it is unable to so act,  appoint,  or
petition a court of  competent  jurisdiction  to  appoint,  any  established  housing and home
finance  institution,  which is also a Fannie Mae or Freddie  Mac-approved  mortgage servicing
institution,  having a net worth of not less than  $10,000,000  as the successor to the Master
Servicer  hereunder in the  assumption of all or any part of the  responsibilities,  duties or
liabilities  of the Master  Servicer  hereunder.  Pending  appointment  of a successor  to the
Master  Servicer  hereunder,  the Trustee  shall become  successor to the Master  Servicer and
shall act in such capacity as hereinabove  provided.  In connection with such  appointment and
assumption,  the Trustee may make such  arrangements  for the  compensation  of such successor
out of payments on Mortgage Loans as it and such  successor  shall agree;  provided,  however,
that no such  compensation  shall be in excess of that permitted the initial  Master  Servicer
hereunder.  The  Depositor,  the Trustee,  the  Custodian and such  successor  shall take such
action,  consistent  with  this  Agreement,  as  shall be  necessary  to  effectuate  any such
succession.  The Servicing Fee for any successor  Master Servicer  appointed  pursuant to this
Section  7.02  will be  lowered  with  respect  to those  Mortgage  Loans,  if any,  where the
Subservicing  Fee  accrues  at a rate of less  than  0.50%  per  annum in the  event  that the
successor  Master  Servicer is not servicing  such Mortgage Loans directly and it is necessary
to  raise  the  related  Subservicing  Fee to a rate of  0.50%  per  annum  in order to hire a
Subservicer  with  respect  to  such  Mortgage  Loans.  The  Master  Servicer  shall  pay  the
reasonable expenses of the Trustee in connection with any servicing transfer hereunder.

(b)     In connection with the  termination or resignation of the Master  Servicer  hereunder,
either (i) the successor  Master  Servicer,  including the Trustee if the Trustee is acting as
successor  Master  Servicer,  shall  represent and warrant that it is a member of MERS in good
standing and shall agree to comply in all material  respects with the rules and  procedures of
MERS in connection  with the servicing of the Mortgage  Loans that are  registered  with MERS,
in which case the  predecessor  Master  Servicer  shall  cooperate  with the successor  Master
Servicer in causing  MERS to revise its records to reflect the  transfer of  servicing  to the
successor  Master  Servicer  as  necessary  under  MERS'  rules and  regulations,  or (ii) the
predecessor  Master  Servicer shall  cooperate with the successor  Master  Servicer in causing
MERS to execute and deliver an  assignment  of Mortgage  in  recordable  form to transfer  the
Mortgage  from MERS to the Trustee and to execute and deliver  such other  notices,  documents
and other  instruments  as may be necessary or desirable to effect a transfer of such Mortgage
Loan  or  servicing  of such  Mortgage  Loan  on the  MERS(R)System  to the  successor  Master
Servicer.  The  predecessor  Master  Servicer  shall  file  or  cause  to be  filed  any  such
assignment in the appropriate  recording  office.  The predecessor  Master Servicer shall bear
any and all fees of MERS,  costs of preparing any assignments of Mortgage,  and fees and costs
of filing any  assignments  of Mortgage that may be required  under this  subsection  (b). The
Successor  Master  Servicer shall cause such  assignment to be delivered to the Trustee or the
Custodian  promptly upon receipt of the original with evidence of recording  thereon or a copy
certified by the public recording office in which such assignment was recorded.

Section 7.03.  Notification to Certificateholders.

(a)     Upon any such  termination or appointment of a successor to the Master  Servicer,  the
Trustee  shall  give  prompt  written  notice  thereof  to  the  Certificateholders  at  their
respective addresses appearing in the Certificate Register.

(b)     Within 60 days  after  the  occurrence  of any Event of  Default,  the  Trustee  shall
transmit  by mail to all  Holders  of  Certificates  notice  of each  such  Event  of  Default
hereunder  known to the Trustee,  unless such Event of Default shall have been cured or waived
as provided in Section 7.04 hereof.

Section 7.04.  Waiver of Events of Default.

        The Holders  representing at least 66% of the Voting Rights of  Certificates  affected
by a  default  or Event of  Default  hereunder  may  waive any  default  or Event of  Default;
provided,  however,  that (a) a default or Event of Default  under  clause (i) of Section 7.01
may be waived only by all of the  Holders of  Certificates  affected by such  default or Event
of  Default  and (b) no waiver  pursuant  to this  Section  7.04 shall  affect the  Holders of
Certificates  in the  manner set forth in Section  11.01(b)(i),  (ii) or (iii).  Upon any such
waiver of a default or Event of Default by the Holders  representing the requisite  percentage
of Voting Rights of  Certificates  affected by such default or Event of Default,  such default
or Event of Default  shall cease to exist and shall be deemed to have been  remedied for every
purpose  hereunder.  No such waiver shall extend to any  subsequent  or other default or Event
of Default or impair any right consequent thereon except to the extent expressly so waived.





ARTICLE VIII
                                    CONCERNING THE TRUSTEE

Section 8.01.  Duties of Trustee.

(a)     The Trustee,  prior to the  occurrence  of an Event of Default and after the curing of
all Events of Default  which may have  occurred,  undertakes  to perform  such duties and only
such duties as are specifically  set forth in this Agreement.  In case an Event of Default has
occurred  (which has not been cured or waived),  the Trustee shall exercise such of the rights
and  powers  vested  in it by this  Agreement,  and use the same  degree  of care and skill in
their  exercise as a prudent  investor would  exercise or use under the  circumstances  in the
conduct of such investor's own affairs.

(b)     The Trustee,  upon receipt of all  resolutions,  certificates,  statements,  opinions,
reports,   documents,  orders  or  other  instruments  furnished  to  the  Trustee  which  are
specifically  required to be  furnished  pursuant to any  provision of this  Agreement,  shall
examine them to determine  whether they conform to the  requirements  of this  Agreement.  The
Trustee shall notify the  Certificateholders  of any such  documents  which do not  materially
conform  to the  requirements  of this  Agreement  in the  event  that the  Trustee,  after so
requesting,  does not receive  satisfactorily  corrected  documents in a timely  fashion.  The
Trustee  shall forward or cause to be forwarded in a timely  fashion the notices,  reports and
statements  required to be  forwarded  by the Trustee  pursuant to Sections  4.03,  7.03,  and
10.01.  The Trustee shall furnish in a timely fashion to the Master Servicer such  information
as the Master  Servicer may  reasonably  request from time to time for the Master  Servicer to
fulfill its duties as set forth in this  Agreement.  The Trustee  covenants and agrees that it
shall  perform its  obligations  hereunder  in a manner so as to  maintain  the status of each
REMIC created  hereunder as a REMIC under the REMIC Provisions  (subject to Section  10.01(f))
and to prevent the imposition of any federal,  state or local income,  prohibited  transaction
(except as provided in Section 2.04  herein),  contribution  or other tax on the Trust Fund to
the extent that  maintaining  such status and avoiding  such taxes are  reasonably  within the
control  of the  Trustee  and are  reasonably  within  the  scope  of its  duties  under  this
Agreement.

(c)     No  provision  of this  Agreement  shall be  construed  to relieve  the  Trustee  from
liability for its own negligent  action,  its own negligent  failure to act or its own willful
misconduct; provided, however, that:

(i)     Prior to the occurrence of an Event of Default,  and after the curing or waiver of all
        such Events of Default  which may have  occurred,  the duties and  obligations  of the
        Trustee shall be determined  solely by the express  provisions of this Agreement,  the
        Trustee shall not be liable except for the  performance of such duties and obligations
        as are specifically set forth in this Agreement,  no implied  covenants or obligations
        shall be read into this  Agreement  against  the  Trustee  and,  in the absence of bad
        faith on the part of the Trustee,  the Trustee may conclusively  rely, as to the truth
        of the statements  and the  correctness of the opinions  expressed  therein,  upon any
        certificates  or  opinions  furnished  to the Trustee by the  Depositor  or the Master
        Servicer  and  which  on  their  face,  do not  contradict  the  requirements  of this
        Agreement;

(ii)    The  Trustee  shall not be  personally  liable for an error of  judgment  made in good
        faith by a  Responsible  Officer or  Responsible  Officers of the  Trustee,  unless it
        shall be proved that the Trustee was negligent in ascertaining the pertinent facts;

(iii)   The Trustee shall not be personally liable with respect to any action taken,  suffered
        or omitted to be taken by it in good faith in  accordance  with the  direction  of the
        Certificateholders   holding   Certificates  which  evidence,   Percentage   Interests
        aggregating  not less than 25% of the  affected  Classes  as to the time,  method  and
        place of  conducting  any  proceeding  for any remedy  available  to the  Trustee,  or
        exercising any trust or power conferred upon the Trustee, under this Agreement;

(iv)    The Trustee shall not be charged with  knowledge of any default  (other than a default
        in payment to the  Trustee)  specified  in clauses (i) and (ii) of Section  7.01 or an
        Event  of  Default  under  clauses  (iii),  (iv)  and (v) of  Section  7.01  unless  a
        Responsible  Officer of the Trustee  assigned to and  working in the  Corporate  Trust
        Office  obtains  actual  knowledge  of such  failure or event or the Trustee  receives
        written notice of such failure or event at its Corporate  Trust Office from the Master
        Servicer, the Depositor or any Certificateholder; and

(v)     Except to the extent  provided in Section 7.02, no provision in this  Agreement  shall
        require the Trustee to expend or risk its own funds  (including,  without  limitation,
        the making of any Advance) or otherwise incur any personal financial  liability in the
        performance  of any of its duties as Trustee  hereunder,  or in the exercise of any of
        its rights or powers, if the Trustee shall have reasonable  grounds for believing that
        repayment  of funds or  adequate  indemnity  against  such  risk or  liability  is not
        reasonably assured to it.

(d)     The Trustee shall timely pay,  from its own funds,  the amount of any and all federal,
state and local  taxes  imposed  on the Trust Fund or its  assets or  transactions  including,
without limitation,  (A) "prohibited  transaction" penalty taxes as defined in Section 860F of
the Code, if, when and as the same shall be due and payable,  (B) any tax on  contributions to
a REMIC  after the  Closing  Date  imposed by  Section  860G(d) of the Code and (C) any tax on
"net income from foreclosure  property" as defined in Section 860G(c) of the Code, but only if
such taxes arise out of a breach by the Trustee of its  obligations  hereunder,  which  breach
constitutes negligence or willful misconduct of the Trustee.

Section 8.02.  Certain Matters Affecting the Trustee.

(a)     Except as otherwise provided in Section 8.01:

(i)     The Trustee may rely and shall be protected in acting or  refraining  from acting upon
        any  resolution,   Officers'  Certificate,   certificate  of  auditors  or  any  other
        certificate,  statement, instrument, opinion, report, notice, request, consent, order,
        appraisal,  bond or other paper or  document  believed by it to be genuine and to have
        been signed or presented by the proper party or parties;

(ii)    The  Trustee  may consult  with  counsel and any Opinion of Counsel  shall be full and
        complete  authorization  and  protection in respect of any action taken or suffered or
        omitted by it hereunder in good faith and in accordance with such Opinion of Counsel;

(iii)   The  Trustee  shall be under no  obligation  to  exercise  any of the trusts or powers
        vested in it by this  Agreement  or to  institute,  conduct or defend  any  litigation
        hereunder  or in relation  hereto at the  request,  order or  direction  of any of the
        Certificateholders,  pursuant  to the  provisions  of  this  Agreement  or  the  Yield
        Maintenance  Agreement,  unless  such  Certificateholders  shall  have  offered to the
        Trustee reasonable  security or indemnity against the costs,  expenses and liabilities
        which may be incurred therein or thereby;  nothing  contained  herein shall,  however,
        relieve  the Trustee of the  obligation,  upon the  occurrence  of an Event of Default
        (which has not been cured),  to exercise such of the rights and powers vested in it by
        this  Agreement,  and to use the same degree of care and skill in their  exercise as a
        prudent investor would exercise or use under the  circumstances in the conduct of such
        investor's own affairs;

(iv)    The Trustee shall not be personally  liable for any action taken,  suffered or omitted
        by it in good faith and believed by it to be  authorized  or within the  discretion or
        rights or powers conferred upon it by this Agreement;

(v)     Prior to the  occurrence of an Event of Default  hereunder and after the curing of all
        Events of Default which may have occurred,  the Trustee shall not be bound to make any
        investigation  into the  facts  or  matters  stated  in any  resolution,  certificate,
        statement,  instrument,  opinion,  report, notice, request,  consent, order, approval,
        bond or other paper or document,  unless  requested in writing to do so by the Holders
        of  Certificates  of any Class  evidencing,  as to such Class,  Percentage  Interests,
        aggregating  not less  than  50%;  provided,  however,  that if the  payment  within a
        reasonable  time to the  Trustee of the costs,  expenses or  liabilities  likely to be
        incurred by it in the making of such  investigation is, in the opinion of the Trustee,
        not reasonably  assured to the Trustee by the security  afforded to it by the terms of
        this Agreement,  the Trustee may require reasonable  indemnity against such expense or
        liability  as a  condition  to so  proceeding.  The  reasonable  expense of every such
        examination  shall be paid by the Master  Servicer,  if an Event of Default shall have
        occurred and is  continuing,  and otherwise by the  Certificateholder  requesting  the
        investigation;

(vi)    The Trustee may  execute any of the trusts or powers  hereunder  or perform any duties
        hereunder  either  directly or by or through  agents or  attorneys  provided  that the
        Trustee shall remain liable for any acts of such agents or attorneys; and

(vii)   To the extent  authorized under the Code and the regulations  promulgated  thereunder,
        each Holder of a Class R Certificate  hereby  irrevocably  appoints and authorizes the
        Trustee to be its  attorney-in-fact  for purposes of signing any Tax Returns  required
        to be filed on behalf of the  Trust  Fund.  The  Trustee  shall  sign on behalf of the
        Trust Fund and  deliver  to the Master  Servicer  in a timely  manner any Tax  Returns
        prepared by or on behalf of the Master  Servicer  that the Trustee is required to sign
        as determined by the Master Servicer  pursuant to applicable  federal,  state or local
        tax laws,  provided that the Master  Servicer shall  indemnify the Trustee for signing
        any such Tax Returns that contain errors or omissions.

(b)     Following  the  issuance of the  Certificates  (and except as provided  for in Section
2.04),  the  Trustee  shall not accept  any  contribution  of assets to the Trust Fund  unless
subject to Section  10.01(f))  it shall have  obtained  or been  furnished  with an Opinion of
Counsel to the effect that such  contribution  will not (i) cause any REMIC created  hereunder
to fail to  qualify  as a REMIC at any time  that any  Certificates  are  outstanding  or (ii)
cause  the Trust  Fund to be  subject  to any  federal  tax as a result  of such  contribution
(including  the  imposition  of any federal tax on  "prohibited  transactions"  imposed  under
Section 860F(a) of the Code).

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

        The recitals  contained  herein and in the  Certificates  (other than the execution of
the  Certificates  and relating to the acceptance and receipt of the Mortgage  Loans) shall be
taken as the  statements of the  Depositor or the Master  Servicer as the case may be, and the
Trustee   assumes  no   responsibility   for  their   correctness.   The   Trustee   makes  no
representations  as to the validity or sufficiency  of this  Agreement or of the  Certificates
(except that the Certificates  shall be duly and validly  executed and  authenticated by it as
Certificate  Registrar) or of any Mortgage Loan or related  document,  or of MERS or the MERS(R)
System.  Except as otherwise  provided  herein,  the Trustee shall not be accountable  for the
use or application by the Depositor or the Master  Servicer of any of the  Certificates  or of
the  proceeds of such  Certificates,  or for the use or  application  of any funds paid to the
Depositor  or the  Master  Servicer  in  respect  of the  Mortgage  Loans or  deposited  in or
withdrawn  from the  Custodial  Account or the  Certificate  Account by the  Depositor  or the
Master Servicer.

Section 8.04.  Trustee May Own Certificates.

        The Trustee in its  individual  or any other  capacity may become the owner or pledgee
of Certificates with the same rights it would have if it were not Trustee.

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

(a)     The Master  Servicer  covenants  and agrees to pay to the Trustee  and any  co-trustee
from time to time,  and the  Trustee  and any  co-trustee  shall be  entitled  to,  reasonable
compensation  (which  shall  not  be  limited  by  any  provision  of  law  in  regard  to the
compensation  of a trustee of an express  trust) for all services  rendered by each of them in
the execution of the trusts hereby  created and in the exercise and  performance of any of the
powers and duties  hereunder of the Trustee and any co-trustee,  and the Master Servicer shall
pay or reimburse  the Trustee and any  co-trustee  upon request for all  reasonable  expenses,
disbursements  and advances  incurred or made by the Trustee or any  co-trustee  in accordance
with any of the provisions of this Agreement  (including the reasonable  compensation  and the
expenses  and  disbursements  of its counsel and of all persons not  regularly  in its employ,
and  the  expenses  incurred  by  the  Trustee  or  any  co-trustee  in  connection  with  the
appointment  of an office  or agency  pursuant  to  Section  8.12)  except  any such  expense,
disbursement or advance as may arise from its negligence or bad faith.

(b)     The Master  Servicer  agrees to  indemnify  the Trustee  for,  and to hold the Trustee
harmless  against,  any loss,  liability or expense  incurred  without  negligence  or willful
misconduct  on  its  part,  arising  out  of,  or  in  connection  with,  the  acceptance  and
administration  of the Trust Fund,  including its  obligation to execute the DTC Letter in its
individual  capacity,  the costs and expenses  (including  reasonable legal fees and expenses)
of defending  itself  against any claim in connection  with the exercise or performance of any
of its powers or duties  under this  Agreement  or the Yield  Maintenance  Agreement,  and the
Master  Servicer  further  agrees  to  indemnify  the  Trustee  for,  and to hold the  Trustee
harmless  against,  any loss,  liability or expense arising out of, or in connection with, the
provisions set forth in the second  paragraph of Section  2.01(a) hereof,  including,  without
limitation,  all  costs,  liabilities  and  expenses  (including  reasonable  legal  fees  and
expenses) of  investigating  and defending  itself  against any claim,  action or  proceeding,
pending or threatened, relating to the provisions of such paragraph, provided that:

(i)     with  respect to any such  claim,  the  Trustee  shall have given the Master  Servicer
        written notice thereof promptly after the Trustee shall have actual knowledge thereof;

(ii)    while  maintaining  control  over its own defense,  the Trustee  shall  cooperate  and
        consult fully with the Master Servicer in preparing such defense; and

(iii)   notwithstanding  anything in this Agreement to the contrary, the Master Servicer shall
        not be liable for  settlement  of any claim by the Trustee  entered  into  without the
        prior  consent  of the  Master  Servicer  which  consent  shall  not  be  unreasonably
        withheld.  No termination of this Agreement  shall affect the  obligations  created by
        this  Section  8.05(b) of the Master  Servicer  to  indemnify  the  Trustee  under the
        conditions  and to the extent set forth herein.  Notwithstanding  the  foregoing,  the
        indemnification  provided by the Master  Servicer in this  Section  8.05(b)  shall not
        pertain to any loss,  liability  or expense of the  Trustee,  including  the costs and
        expenses of  defending  itself  against any claim,  incurred  in  connection  with any
        actions  taken by the Trustee at the direction of  Certificateholders  pursuant to the
        terms of this Agreement.

Section 8.06.  Eligibility Requirements for Trustee.

        The Trustee  hereunder shall at all times be a national  banking  association or a New
York banking  corporation  having its principal  office in a state and city  acceptable to the
Depositor and organized and doing  business  under the laws of such state or the United States
of America,  authorized under such laws to exercise corporate trust powers,  having a combined
capital and surplus of at least  $50,000,000  and subject to  supervision  or  examination  by
federal or state  authority.  If such corporation or national  banking  association  publishes
reports  of  condition  at  least  annually,  pursuant  to law or to the  requirements  of the
aforesaid  supervising  or  examining  authority,  then for the  purposes of this  Section the
combined  capital and surplus of such  corporation  shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so  published.  In case at any
time the  Trustee  shall  cease to be  eligible  in  accordance  with the  provisions  of this
Section,  the Trustee shall resign  immediately in the manner and with the effect specified in
Section 8.07.

Section 8.07.  Resignation and Removal of the Trustee.

(a)     The Trustee may at any time resign and be discharged  from the trusts  hereby  created
by giving  written  notice  thereof to the Depositor and the Master  Servicer.  Upon receiving
such notice of  resignation,  the  Depositor  shall  promptly  appoint a successor  trustee by
written  instrument,  in  duplicate,  one copy of which  instrument  shall be delivered to the
resigning  Trustee and one copy to the successor  trustee.  If no successor trustee shall have
been so  appointed  and have  accepted  appointment  within 30 days  after the  giving of such
notice  of  resignation  then the  resigning  Trustee  may  petition  any  court of  competent
jurisdiction for the appointment of a successor trustee.

(b)     If at any  time  the  Trustee  shall  cease  to be  eligible  in  accordance  with the
provisions  of Section 8.06 and shall fail to resign  after  written  request  therefor by the
Depositor,  or if at any time the  Trustee  shall  become  incapable  of  acting,  or shall be
adjudged  bankrupt or  insolvent,  or a receiver of the  Trustee or of its  property  shall be
appointed,  or any  public  officer  shall take  charge or  control  of the  Trustee or of its
property or affairs for the purpose of rehabilitation,  conservation or liquidation,  then the
Depositor  may remove the Trustee and appoint a successor  trustee by written  instrument,  in
duplicate,  one copy of which  instrument shall be delivered to the Trustee so removed and one
copy to the successor trustee.  In addition,  in the event that the Depositor  determines that
the Trustee has failed (i) to  distribute  or cause to be  distributed  to  Certificateholders
any amount  required  to be  distributed  hereunder,  if such amount is held by the Trustee or
its Paying Agent (other than the Master  Servicer or the Depositor) for  distribution  or (ii)
to otherwise  observe or perform in any material  respect any of its covenants,  agreements or
obligations  hereunder,  and such failure shall continue unremedied for a period of 5 days (in
respect of clause  (i) above) or 30 days (in  respect  of clause  (ii)  above,  other than any
failure  to comply  with the  provisions  of  Article  XII,  in which  case no notice or grace
period  shall  be  applicable)  after  the  date on  which  written  notice  of such  failure,
requiring  that the same be remedied,  shall have been given to the Trustee by the  Depositor,
then the  Depositor  may  remove  the  Trustee  and  appoint a  successor  trustee  by written
instrument  delivered  as  provided  in  the  preceding  sentence.   In  connection  with  the
appointment of a successor  trustee pursuant to the preceding  sentence,  the Depositor shall,
on or before  the date on which  any such  appointment  becomes  effective,  obtain  from each
Rating Agency written  confirmation  that the  appointment of any such successor  trustee will
not result in the reduction of the ratings on any Class of the  Certificates  below the lesser
of the then current or original ratings on such Certificates.

(c)     The Holders of  Certificates  entitled to at least 51% of the Voting Rights may at any
time  remove  the  Trustee  and  appoint  a  successor   trustee  by  written   instrument  or
instruments,   in  triplicate,   signed  by  such  Holders  or  their  attorneys-in-fact  duly
authorized,  one complete set of which  instruments  shall be delivered to the Depositor,  one
complete set to the Trustee so removed and one complete set to the successor so appointed.

(d)     Any  resignation  or removal of the Trustee  and  appointment  of a successor  trustee
pursuant to any of the provisions of this Section shall become  effective  upon  acceptance of
appointment by the successor trustee as provided in Section 8.08.

Section 8.08.  Successor Trustee.

(a)     Any  successor  trustee  appointed  as provided in this  Section  8.08 shall  execute,
acknowledge  and  deliver  to the  Depositor  and to its  predecessor  trustee  an  instrument
accepting  such  appointment  hereunder,  and  thereupon  the  resignation  or  removal of the
predecessor  trustee shall become effective and such successor  trustee shall become effective
and such successor  trustee,  without any further act, deed or conveyance,  shall become fully
vested with all the rights,  powers,  duties and  obligations  of its  predecessor  hereunder,
with the like effect as if originally named as trustee herein.  The predecessor  trustee shall
deliver to the  successor  trustee all Mortgage  Files and related  documents  and  statements
held by it  hereunder  (other than any Mortgage  Files at the time held by a Custodian,  which
shall become the agent of any successor  trustee  hereunder),  and the  Depositor,  the Master
Servicer and the  predecessor  trustee shall execute and deliver such  instruments and do such
other  things  as may  reasonably  be  required  for more  fully  and  certainly  vesting  and
confirming in the successor trustee all such rights, powers, duties and obligations.

(b)     No successor  trustee shall accept  appointment  as provided in this Section unless at
the time of such acceptance  such successor  trustee shall be eligible under the provisions of
Section 8.06.

(c)     Upon  acceptance of  appointment  by a successor  trustee as provided in this Section,
the Depositor  shall mail notice of the  succession  of such trustee  hereunder to all Holders
of  Certificates at their  addresses as shown in the  Certificate  Register.  If the Depositor
fails to mail such notice  within 10 days after  acceptance  of  appointment  by the successor
trustee,  the  successor  trustee  shall  cause such notice to be mailed at the expense of the
Depositor.

Section 8.09.  Merger or Consolidation of Trustee.

        Any corporation or national  banking  association into which the Trustee may be merged
or converted  or with which it may be  consolidated  or any  corporation  or national  banking
association  resulting  from any  merger,  conversion  or  consolidation  to which the Trustee
shall be a party,  or any  corporation  or  national  banking  association  succeeding  to the
business of the  Trustee,  shall be the  successor  of the Trustee  hereunder,  provided  such
corporation  or  national  banking  association  shall be  eligible  under the  provisions  of
Section  8.06,  without the execution or filing of any paper or any further act on the part of
any of the  parties  hereto,  anything  herein to the  contrary  notwithstanding.  The Trustee
shall mail  notice of any such  merger or  consolidation  to the  Certificateholders  at their
address as shown in the Certificate Register.

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

(a)     Notwithstanding  any other provisions  hereof, at any time, for the purpose of meeting
any legal  requirements  of any  jurisdiction  in which any part of the Trust Fund or property
securing  the same may at the time be located,  the Master  Servicer  and the  Trustee  acting
jointly shall have the power and shall execute and deliver all  instruments  to appoint one or
more Persons  approved by the Trustee to act as  co-trustee or  co-trustees,  jointly with the
Trustee,  or separate trustee or separate trustees,  of all or any part of the Trust Fund, and
to vest in such  Person or Persons,  in such  capacity,  such title to the Trust Fund,  or any
part  thereof,  and,  subject to the other  provisions  of this  Section  8.10,  such  powers,
duties,  obligations,  rights and trusts as the Master  Servicer  and the Trustee may consider
necessary  or  desirable.  If the Master  Servicer  shall not have joined in such  appointment
within 15 days  after the  receipt by it of a request so to do, or in case an Event of Default
shall have  occurred and be  continuing,  the Trustee  alone shall have the power to make such
appointment.  No co-trustee or separate trustee  hereunder shall be required to meet the terms
of  eligibility  as a successor  trustee under Section 8.06 hereunder and no notice to Holders
of Certificates of the appointment of co-trustee(s)  or separate  trustee(s) shall be required
under Section 8.08 hereof.

(b)     In the case of any  appointment of a co-trustee or separate  trustee  pursuant to this
Section  8.10 all  rights,  powers,  duties and  obligations  conferred  or  imposed  upon the
Trustee  shall be  conferred or imposed  upon and  exercised or performed by the Trustee,  and
such separate  trustee or co-trustee  jointly,  except to the extent that under any law of any
jurisdiction  in which any  particular  act or acts are to be  performed  (whether  as Trustee
hereunder  or  as  successor  to  the  Master  Servicer  hereunder),   the  Trustee  shall  be
incompetent or  unqualified  to perform such act or acts, in which event such rights,  powers,
duties and  obligations  (including  the  holding  of title to the Trust  Fund or any  portion
thereof in any such  jurisdiction)  shall be exercised and performed by such separate  trustee
or co-trustee at the direction of the Trustee.

(c)     Any notice,  request or other  writing  given to the  Trustee  shall be deemed to have
been given to each of the then separate  trustees and co-trustees,  as effectively as if given
to each of them.  Every  instrument  appointing any separate trustee or co-trustee shall refer
to this  Agreement  and the  conditions  of this  Article  VIII.  Each  separate  trustee  and
co-trustee,  upon its acceptance of the trusts conferred,  shall be vested with the estates or
property  specified  in its  instrument  of  appointment,  either  jointly with the Trustee or
separately,  as may be provided  therein,  subject to all the  provisions  of this  Agreement,
specifically  including  every  provision  of  this  Agreement  relating  to the  conduct  of,
affecting the liability of, or affording  protection  to, the Trustee.  Every such  instrument
shall be filed with the Trustee.

(d)     Any separate  trustee or  co-trustee  may, at any time,  constitute  the Trustee,  its
agent or  attorney-in-fact,  with full power and  authority,  to the extent not  prohibited by
law,  to do any  lawful act under or in  respect  of this  Agreement  on its behalf and in its
name. If any separate trustee or co-trustee  shall die, become incapable of acting,  resign or
be removed, all of its estates,  properties,  rights, remedies and trusts shall vest in and be
exercised by the Trustee,  to the extent  permitted by law,  without the  appointment of a new
or successor trustee.

Section 8.11.  Appointment of Custodians.

        The Trustee may, with the consent of the Master Servicer and the Depositor,  or shall,
at the  direction of the Master  Servicer and the  Depositor,  appoint one or more  Custodians
who are not  Affiliates  of the  Depositor or the Master  Servicer to hold all or a portion of
the  Mortgage  Files as agent for the Trustee,  by entering  into a Custodial  Agreement.  The
Trustee is hereby  directed to enter into a Custodial  Agreement  with Wells Fargo Bank,  N.A.
Subject  to  Article  VIII,  the  Trustee  agrees to comply  with the terms of each  Custodial
Agreement  and to enforce  the terms and  provisions  thereof  against the  Custodian  for the
benefit of the  Certificateholders.  Each Custodian shall be a depository  institution subject
to supervision  by federal or state  authority,  shall have a combined  capital and surplus of
at least  $15,000,000  and shall be qualified to do business in the  jurisdiction  in which it
holds any Mortgage File.  Each Custodial  Agreement may be amended only as provided in Section
11.01.  The Trustee shall notify the  Certificateholders  of the  appointment of any Custodian
(other than the Custodian appointed as of the Closing Date) pursuant to this Section 8.11.

Section 8.12.  Appointment of Office or Agency.

        The  Trustee  will  maintain  an office or agency in the City of St.  Paul,  Minnesota
where  Certificates may be surrendered for  registration of transfer or exchange.  The Trustee
initially  designates  its offices  located at the  Corporate  Trust Office for the purpose of
keeping the  Certificate  Register.  The Trustee will maintain an office at the address stated
in Section  11.05 hereof  where  notices and demands to or upon the Trustee in respect of this
Agreement may be served.

Section 8.13.  DTC Letter of Representations.

        The Trustee is hereby  authorized  and  directed  to, and agrees that it shall,  enter
into the DTC  Letter  on  behalf of the Trust  Fund and in its  individual  capacity  as agent
thereunder.

Section 8.14.  Yield Maintenance Agreement.

        The Trustee is hereby  authorized  and  directed  to, and agrees that it shall,  enter
into the Yield Maintenance Agreement on behalf of the Trust Fund.




ARTICLE IX
                                         TERMINATION

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

(a)     Subject to Section  9.02,  the  respective  obligations  and  responsibilities  of the
Depositor,  the Master Servicer and the Trustee created hereby in respect of the  Certificates
(other  than  the  obligation  of the  Trustee  to  make  certain  payments  after  the  Final
Distribution  Date to  Certificateholders  and the obligation of the Depositor to send certain
notices as hereinafter  set forth) shall  terminate upon the last action  required to be taken
by the Trustee on the Final  Distribution  Date  pursuant  to this  Article IX  following  the
earlier of:

(i)     the later of the final  payment or other  liquidation  (or any  Advance  with  respect
        thereto) of the last Mortgage Loan  remaining in the Trust Fund or the  disposition of
        all property  acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage
        Loan, or

(ii)    the  purchase by the Master  Servicer or its  designee of all  Mortgage  Loans and all
        property  acquired in respect of any Mortgage  Loan  remaining in the Trust Fund, at a
        price  equal to 100% of the unpaid  principal  balance of each  Mortgage  Loan (or, if
        less  than  such  unpaid  principal  balance,  the fair  market  value of the  related
        underlying  property of such Mortgage Loan with respect to Mortgage  Loans as to which
        title has been  acquired if such fair market value is less than such unpaid  principal
        balance)  (net of  unreimbursed  Advances  attributable  to  principal)  on the day of
        repurchase,  plus unpaid  accrued  interest  thereon at the Mortgage Rate (or Modified
        Net  Mortgage  Rate in the case of any  Modified  Mortgage  Loan) from the Due Date to
        which interest was last paid by the Mortgagor to, but not including,  the first day of
        the  month in which  such  repurchase  price is  distributed  plus the  amount  of any
        accrued and unpaid Servicing Fees,  unreimbursed  advances and Servicing Advances,  in
        each case through the date of such option;  provided,  however, that in no event shall
        the trust created hereby  continue beyond the earlier of (i) the Maturity Date or (ii)
        the  expiration of 21 years from the death of the last survivor of the  descendants of
        Joseph  P.  Kennedy,  the late  ambassador  of the  United  States to the Court of St.
        James,  living on the date hereof;  and provided further,  that the purchase price set
        forth above shall be increased as is necessary,  as determined by the Master Servicer,
        to avoid  disqualification  of any REMIC  created  hereunder as a REMIC.  The purchase
        price paid by the Master  Servicer or its designee shall also include any amounts owed
        by the Master Servicer or its designee  pursuant to the last paragraph of Section 4 of
        the  Assignment  Agreement  in respect  of any  liability,  penalty  or  expense  that
        resulted from a breach of the  representation and warranty set forth in clause (bb) of
        such Section, that remain unpaid on the date of such purchase.

        The right of the Master  Servicer or its  designee  to purchase  all the assets of the
Trust Fund relating to the Mortgage Loans,  pursuant to clause (ii) above is conditioned  upon
the date of such purchase  occurring on or after the Optional  Termination Date. If such right
is exercised by the Master  Servicer or its designee,  the Master  Servicer  shall be entitled
to  reimbursement  for the full amount of any  unreimbursed  Advances  theretofore  made by it
with respect to the Mortgage  Loans being  purchased,  pursuant to Section  3.10. In addition,
the Master  Servicer shall provide to the Trustee the  certification  required by Section 3.15
and the Trustee and any Custodian  shall,  promptly  following  payment of the purchase price,
release to the Master  Servicer or its designee the Mortgage Files  pertaining to the Mortgage
Loans being purchased.

        In addition,  on any Distribution Date on or after the Optional  Termination Date, the
Master  Servicer or its designee  shall have the right,  at its option or at the option of its
designee,  respectively,  to purchase all of the  Certificates in whole, but not in part, at a
price equal to the aggregate  outstanding  Certificate  Principal Balance of the Certificates,
plus one month's  Accrued  Certificate  Interest on the  Certificates,  any previously  unpaid
Accrued  Certificate  Interest,  and any  unpaid  Prepayment  Interest  Shortfalls  previously
allocated thereto.

(b)     The Master  Servicer shall give the Trustee not less than 40 days' prior notice of the
Distribution  Date on which the Master Servicer  anticipates that the final  distribution will
be made to  Certificateholders  (whether as a result of the exercise by the Master Servicer or
its  designee of its right to purchase the assets of the Trust Fund or  otherwise).  Notice of
any termination,  specifying the anticipated  Final  Distribution  Date (which shall be a date
that would otherwise be a Distribution Date) upon which the  Certificateholders  may surrender
their  Certificates  to the Trustee for payment of the final  distribution  and  cancellation,
shall be given  promptly by the Master  Servicer  (if the Master  Servicer or its  designee is
exercising  its right to  purchase  the assets of the Trust  Fund),  or by the Trustee (in any
other  case) by letter to  Certificateholders  mailed  not  earlier  than the 15th day and not
later  than the 25th day of the month  next  preceding  the month of such  final  distribution
specifying:

(i)     the anticipated  Final  Distribution Date upon which final payment of the Certificates
        is  anticipated  to be made upon  presentation  and surrender of  Certificates  at the
        office or agency of the Trustee therein designated,

(ii)    the amount of any such final payment, if known, and

(iii)   that  the  Record  Date  otherwise   applicable  to  such  Distribution  Date  is  not
        applicable,  and that payment will be made only upon presentation and surrender of the
        Certificates at the office or agency of the Trustee therein specified.

        If  the  Master   Servicer   or  the   Trustee  is   obligated   to  give   notice  to
Certificateholders  as aforesaid,  it shall give such notice to the  Certificate  Registrar at
the time such  notice is given to  Certificateholders.  In the event  such  notice is given by
the Master  Servicer,  the Master  Servicer or its  designee  shall  deposit in the  Custodial
Account before the Final  Distribution Date in immediately  available funds an amount equal to
the purchase  price for the assets of the Trust Fund  computed as above  provided.  The Master
Servicer shall provide to the Trustee  written  notification  of any change to the anticipated
Final  Distribution  Date as soon as  practicable.  If the Trust Fund is not terminated on the
anticipated Final  Distribution  Date, for any reason,  the Trustee shall promptly mail notice
thereof to each affected Certificateholder.

(c)     Upon  presentation  and surrender of the Class A  Certificates,  Class M Certificates,
Class B-1  Certificates  and Class SB  Certificates  by the  Certificateholders  thereof,  the
Trustee shall distribute to such  Certificateholders  (A) the amount  otherwise  distributable
on such  Distribution  Date,  if not in  connection  with the Master  Servicer's  election  to
repurchase the Mortgage Loans or the outstanding  Class A Certificates,  Class M Certificates,
Class B-1  Certificates  and Class SB  Certificates,  or (B) if the Master Servicer elected to
so  repurchase  the  Mortgage  Loans  or  the  outstanding  Class  A  Certificates,   Class  M
Certificates,  Class B-1 Certificates and Class SB Certificates,  an amount equal to the price
paid pursuant to Section 9.01(a) as follows:

(i)     first,  payment of any accrued and unpaid  Servicing Fees,  unreimbursed  advances and
        Servicing  Advances,  in each case  through  the date of such  option,  to the  Master
        Servicer

(ii)    second,  with  respect  to the  Class A  Certificates,  pari  passu,  the  outstanding
        Certificate  Principal Balance thereof,  plus Accrued Certificate Interest thereon for
        the related  Interest  Accrual  Period and any previously  unpaid Accrued  Certificate
        Interest,

(iii)   third,  with  respect  to the  Class M-1  Certificates,  the  outstanding  Certificate
        Principal Balance thereof,  plus Accrued Certificate  Interest thereon for the related
        Interest Accrual Period and any previously unpaid Accrued Certificate Interest,

(iv)    fourth,  with  respect  to the Class M-2  Certificates,  the  outstanding  Certificate
        Principal Balance thereof,  plus Accrued Certificate  Interest thereon for the related
        Interest Accrual Period and any previously unpaid Accrued Certificate Interest,

(v)     fifth,  with  respect  to the  Class M-3  Certificates,  the  outstanding  Certificate
        Principal Balance thereof,  plus Accrued Certificate  Interest thereon for the related
        Interest Accrual Period and any previously unpaid Accrued Certificate Interest,

(vi)    sixth,  with  respect  to the  Class M-4  Certificates,  the  outstanding  Certificate
        Principal Balance thereof, plus Accrued Certificate Interest,

(vii)   seventh,  with  respect to the Class M-5  Certificates,  the  outstanding  Certificate
        Principal Balance thereof,  plus Accrued Certificate  Interest thereon for the related
        Interest Accrual Period and any previously unpaid Accrued Certificate Interest,

(viii)  eighth,  with  respect  to the Class M-6  Certificates,  the  outstanding  Certificate
        Principal Balance thereof,  plus Accrued Certificate  Interest thereon for the related
        Interest Accrual Period and any previously unpaid Accrued Certificate Interest,

(ix)    ninth,  with  respect  to the  Class M-7  Certificates,  the  outstanding  Certificate
        Principal Balance thereof,  plus Accrued Certificate  Interest thereon for the related
        Interest Accrual Period and any previously unpaid Accrued Certificate Interest,

(x)     tenth,  with  respect  to the  Class M-8  Certificates,  the  outstanding  Certificate
        Principal Balance thereof,  plus Accrued Certificate  Interest thereon for the related
        Interest Accrual Period and any previously unpaid Accrued Certificate Interest,

(xi)    eleventh,  with respect to the Class M-9  Certificates,  the  outstanding  Certificate
        Principal Balance thereof,  plus Accrued Certificate  Interest thereon for the related
        Interest Accrual Period and any previously unpaid Accrued Certificate Interest,

(xii)   twelfth,  with  respect to the Class B-1  Certificates,  the  outstanding  Certificate
        Principal Balance thereof,  plus Accrued Certificate  Interest thereon for the related
        Interest Accrual Period and any previously unpaid Accrued Certificate Interest,

(xiii)  thirteenth,  to the  Class  A  Certificates  ,  Class M  Certificates  and  Class  B-1
        Certificates,  the amount of any Prepayment Interest Shortfalls  allocated thereto for
        such Distribution Date or remaining unpaid from prior  Distribution  Dates and accrued
        interest  thereon at the  applicable  Pass-Through  Rate, on a pro rata basis based on
        Prepayment  Interest  Shortfalls  allocated  thereto  for  such  Distribution  Date or
        remaining unpaid from prior Distribution Dates,

(xiv)   fourteenth, to the Class SB Certificates.

(d)     In the event that any  Certificateholders  shall not surrender their  Certificates for
final payment and  cancellation  on or before the Final  Distribution  Date, the Trustee shall
on  such  date  cause  all  funds  in  the  Certificate   Account  not  distributed  in  final
distribution  to  Certificateholders  to be withdrawn  therefrom and credited to the remaining
Certificateholders  by depositing  such funds in a separate  escrow account for the benefit of
such  Certificateholders,  and the Master  Servicer  (if the Master  Servicer or its  designee
exercised  its right to  purchase  the  Mortgage  Loans),  or the  Trustee (in any other case)
shall give a second  written  notice to the remaining  Certificateholders  to surrender  their
Certificates  for  cancellation and receive the final  distribution  with respect thereto.  If
within six months  after the second  notice any  Certificate  shall not have been  surrendered
for  cancellation,  the  Trustee  shall  take  appropriate  steps as  directed  by the  Master
Servicer  to  contact  the  remaining   Certificateholders   concerning   surrender  of  their
Certificates.  The costs and  expenses of  maintaining  the Escrow  Account and of  contacting
Certificateholders  shall be paid out of the assets  which  remain in the Escrow  Account.  If
within nine months after the second notice any  Certificates  shall not have been  surrendered
for  cancellation,  the Trustee shall pay to the Master Servicer all amounts  distributable to
the  holders  thereof  and the  Master  Servicer  shall  thereafter  hold such  amounts  until
distributed to such holders.  No interest shall accrue or be payable to any  Certificateholder
on any  amount  held in the  Escrow  Account  or by the  Master  Servicer  as a result of such
Certificateholder's  failure to surrender  its  Certificate(s)  for final  payment  thereof in
accordance  with this  Section 9.01 and the  Certificateholders  shall look only to the Master
Servicer for such payment.

(e)     All rights of the Master  Servicer or its designee to purchase the assets of the Trust
Fund, or to purchase  specified  classes of Certificates,  as set forth in Section 9.01(a) are
referred to in this Agreement as the "Call  Rights".  Notwithstanding  any other  provision of
this Agreement,  the Master  Servicer or its designee shall have the right to sell,  transfer,
pledge or otherwise  assign the Call Rights at any time to any Person.  Upon written notice by
the Master  Servicer  or its  designee  to the  Trustee  and the Master  Servicer  of any such
assignment of the Call Rights to any assignee,  the Trustee and the Master  Servicer  shall be
obligated to recognize  such  assignee as the holder of the Call Rights.  Such entity,  if not
the Master  Servicer or its designee or an  affiliate,  shall be deemed to  represent,  at the
time of such sale,  transfer,  pledge or other assignment,  that one of the following will be,
and at the time the Call Right is  exercised  is, true and  correct:  (i) the exercise of such
Call Right  shall not result in a  non-exempt  prohibited  transaction  under  section  406 of
ERISA or section 4975 of the Code  (including  by reason of U.S.  Department  of Labor ("DOL")
Prohibited  Transaction Class Exemption  ("PTCE") 75-1 (Part I), 84-14,  90-1, 91-38, 95-60 or
96-23 or other  applicable  exemption)  or (ii)  such  entity  is (A) not a party in  interest
under section  3(14) of ERISA or a  disqualified  person under section  4975(e)(2) of the Code
with  respect to any  employee  benefit  plan  subject  to  section  3(3) of ERISA or any plan
subject to section  4975 of the Code (other than an employee  benefit  plan or plan  sponsored
or  maintained by the entity,  provided  that no assets of such employee  benefit plan or plan
are  invested  or deemed to be  invested  in the  Certificates)  and (B) not a  "benefit  plan
investor" as described in DOL  regulation  section  2510.3-101(f)(2).  If any such assignee of
the Call  Right is unable to  exercise  such Call Right by reason of the  preceding  sentence,
then the Call Right  shall  revert to the  immediately  preceding  assignor of such Call Right
subject to the rights of any secured party therein.

Section 9.02.  Additional Termination Requirements.

(a)     Each of REMIC I and REMIC II as the case may be,  shall be  terminated  in  accordance
with the following  additional  requirements,  unless the Trustee and the Master Servicer have
received  an  Opinion  of Counsel  (which  Opinion  of Counsel  shall not be an expense of the
Trustee) to the effect that the failure of any REMIC  created  hereunder,  as the case may be,
to comply with the  requirements  of this Section  9.02 will not (i) result in the  imposition
on the Trust Fund of taxes on "prohibited  transactions,"  as described in Section 860F of the
Code,  or (ii)  cause any REMIC  created  hereunder  to fail to qualify as a REMIC at any time
that any Certificate is outstanding:

(i)     The Master  Servicer shall establish a 90-day  liquidation  period for each of REMIC I
        and REMIC II, and specify the first day of such period in a statement  attached to the
        Trust Fund's final Tax Return pursuant to Treasury  regulations Section 1.860F-1.  The
        Master Servicer also shall satisfy all of the requirements of a qualified  liquidation
        for each of REMIC I and REMIC II under  Section  860F of the Code and the  regulations
        thereunder;

(ii)    The Master  Servicer  shall  notify the  Trustee at the  commencement  of such  90-day
        liquidation  period and, at or prior to the time of making of the final payment on the
        Certificates,  the Trustee  shall sell or  otherwise  dispose of all of the  remaining
        assets of the Trust Fund in accordance with the terms hereof; and

(iii)   If the Master  Servicer is  exercising  its right to purchase  the assets of the Trust
        Fund, the Master Servicer shall,  during the 90-day liquidation period and at or prior
        to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash.

(b)     Each Holder of a Certificate and the Trustee hereby irrevocably  approves and appoints
the Master Servicer as its  attorney-in-fact to adopt a plan of complete  liquidation for each
of REMIC I and REMIC II at the  expense  of the Trust  Fund in  accordance  with the terms and
conditions of this Agreement.




ARTICLE X
                                       REMIC PROVISIONS

Section 10.01. REMIC Administration.

(a)     The REMIC  Administrator  shall make an election to treat each of REMIC I and REMIC II
as a REMIC under the Code and, if necessary,  under  applicable  state law. Such election will
be made on Form 1066 or other  appropriate  federal tax or information  return (including Form
8811) or any  appropriate  state  return for the  taxable  year  ending on the last day of the
calendar year in which the  Certificates  are issued.  The REMIC I Regular  Interests shall be
designated as the "regular  interests" and the Class R-I  Certificates  shall be designated as
the sole class of "residual  interests"  in REMIC I. The REMIC II Regular  Interests  shall be
designated as the "regular  interests" and the Class R-II Certificates  shall be designated as
the sole class of "residual  interests" in REMIC II. The REMIC  Administrator  and the Trustee
shall not permit the  creation of any  "interests"  (within the meaning of Section 860G of the
Code) in REMIC I and REMIC II other than the REMIC I Regular  Interests,  the REMIC II Regular
Interests and the Certificates.

(b)     The Closing Date is hereby  designated  as the  "startup  day" of each of REMIC within
the meaning of Section 860G(a)(9) of the Code.

(c)     The REMIC  Administrator shall hold a Class R Certificate in each REMIC representing a
0.01%  Percentage  Interest of the Class R Certificates  in each REMIC and shall be designated
as the  "tax  matters  person"  with  respect  to each of REMIC I and  REMIC II in the  manner
provided under Treasury  regulations  section  1.860F-4(d)  and Treasury  regulations  section
301.6231(a)(7)-1.  The REMIC Administrator,  as tax matters person, shall (i) act on behalf of
each of REMIC I and REMIC II in  relation  to any tax  matter  or  controversy  involving  the
Trust Fund and (ii)  represent  the Trust Fund in any  administrative  or judicial  proceeding
relating  to an  examination  or audit  by any  governmental  taxing  authority  with  respect
thereto.  The legal expenses,  including without  limitation  attorneys' or accountants' fees,
and costs of any such  proceeding and any liability  resulting  therefrom shall be expenses of
the Trust Fund and the REMIC  Administrator  shall be entitled to  reimbursement  therefor out
of  amounts  attributable  to the  Mortgage  Loans on  deposit  in the  Custodial  Account  as
provided by Section  3.10 unless such legal  expenses  and costs are incurred by reason of the
REMIC  Administrator's  willful  misfeasance,  bad  faith or gross  negligence.  If the  REMIC
Administrator  is  no  longer  the  Master  Servicer  hereunder,   at  its  option  the  REMIC
Administrator  may continue  its duties as REMIC  Administrator  and shall be paid  reasonable
compensation not to exceed $3,000 per year by any successor  Master Servicer  hereunder for so
acting as the REMIC Administrator.

(d)     The REMIC  Administrator  shall prepare or cause to be prepared all of the Tax Returns
that it  determines  are required  with respect to the REMICs  created  hereunder  and deliver
such Tax Returns in a timely  manner to the  Trustee and the Trustee  shall sign and file such
Tax Returns in a timely  manner.  The expenses of preparing such returns shall be borne by the
REMIC  Administrator  without any right of  reimbursement  therefor.  The REMIC  Administrator
agrees to  indemnify  and hold  harmless  the  Trustee  with  respect to any tax or  liability
arising  from the  Trustee's  signing of Tax Returns  that contain  errors or  omissions.  The
Trustee  and  Master  Servicer  shall  promptly  provide  the  REMIC  Administrator  with such
information  as the REMIC  Administrator  may from time to time  request  for the  purpose  of
enabling the REMIC Administrator to prepare Tax Returns.

(e)     The REMIC  Administrator  shall provide (i) to any Transferor of a Class R Certificate
such  information  as is necessary for the  application of any tax relating to the transfer of
a Class R  Certificate  to any Person who is not a Permitted  Transferee,  (ii) to the Trustee
and the Trustee shall forward to the  Certificateholders  such  information  or reports as are
required  by the  Code  or the  REMIC  Provisions  including  reports  relating  to  interest,
original  issue  discount,  if any,  and  market  discount  or premium  (using the  Prepayment
Assumption) and (iii) to the Internal Revenue Service the name,  title,  address and telephone
number of the person who will serve as the representative of each REMIC created hereunder.

(f)     The Master  Servicer  and the REMIC  Administrator  shall take such  actions and shall
cause each REMIC created  hereunder to take such actions as are  reasonably  within the Master
Servicer's  or  the  REMIC   Administrator's   control  and  the  scope  of  its  duties  more
specifically  set forth  herein as shall be  necessary  or  desirable  to maintain  the status
thereof  as a REMIC  under the REMIC  Provisions  (and the  Trustee  shall  assist  the Master
Servicer  and the REMIC  Administrator,  to the  extent  reasonably  requested  by the  Master
Servicer  and  the  REMIC  Administrator  to do  so).  In  performing  their  duties  as  more
specifically  set forth  herein,  the Master  Servicer and the REMIC  Administrator  shall not
knowingly or  intentionally  take any action,  cause the Trust Fund to take any action or fail
to take (or fail to cause to be taken) any action reasonably  within their respective  control
and  the  scope  of  duties  more  specifically  set  forth  herein,  that,  under  the  REMIC
Provisions,  if taken or not taken,  as the case may be,  could (i) endanger the status of any
REMIC  created  hereunder as a REMIC or (ii) with the exception of actions taken in connection
with  Section  4.08  hereof,  resulting  in the  imposition  of a tax upon any  REMIC  created
hereunder  (including  but not  limited to the tax on  prohibited  transactions  as defined in
Section  860F(a)(2)  of the  Code  (except  as  provided  in  Section  2.04)  and  the  tax on
contributions  to a REMIC set forth in Section  860G(d) of the Code)  (either  such event,  in
the absence of an Opinion of Counsel or the indemnification  referred to in this sentence,  an
"Adverse REMIC Event") unless the Master Servicer or the REMIC  Administrator,  as applicable,
has  received an Opinion of Counsel  (at the expense of the party  seeking to take such action
or,  if  such  party  fails  to pay  such  expense,  and  the  Master  Servicer  or the  REMIC
Administrator,  as applicable,  determines  that taking such action is in the best interest of
the Trust Fund and the  Certificateholders,  at the expense of the Trust Fund, but in no event
at the expense of the Master Servicer,  the REMIC  Administrator or the Trustee) to the effect
that the  contemplated  action will not,  with  respect to the Trust Fund  created  hereunder,
endanger such status or,  unless the Master  Servicer or the REMIC  Administrator  or both, as
applicable,  determine in its or their sole  discretion  to  indemnify  the Trust Fund against
the  imposition  of such a tax,  result  in the  imposition  of such a tax.  Wherever  in this
Agreement a  contemplated  action may not be taken  because  the timing of such  action  might
result in the  imposition  of a tax on the Trust  Fund,  or may only be taken  pursuant  to an
Opinion of Counsel  that such  action  would not impose a tax on the Trust  Fund,  such action
may  nonetheless  be taken  provided that the indemnity  given in the preceding  sentence with
respect  to any taxes  that  might be  imposed  on the Trust  Fund has been given and that all
other  preconditions  to the taking of such action have been satisfied.  The Trustee shall not
take or fail to take any action  (whether or not authorized  hereunder) as to which the Master
Servicer or the REMIC  Administrator,  as  applicable,  has advised it in writing  that it has
received  an Opinion of Counsel to the effect  that an Adverse  REMIC  Event  could occur with
respect  to such  action or  inaction,  as the case may be. In  addition,  prior to taking any
action  with  respect to the Trust Fund or its  assets,  or causing the Trust Fund to take any
action,  which is not  expressly  permitted  under the terms of this  Agreement,  the  Trustee
shall  consult with the Master  Servicer or the REMIC  Administrator,  as  applicable,  or its
designee,  in writing,  with respect to whether such action could cause an Adverse REMIC Event
to occur  with  respect to the Trust Fund and the  Trustee  shall not take any such  action or
cause the Trust  Fund to take any such  action as to which the  Master  Servicer  or the REMIC
Administrator,  as  applicable,  has advised it in writing  that an Adverse  REMIC Event could
occur.  The Master  Servicer or the REMIC  Administrator,  as  applicable,  may  consult  with
counsel  to make  such  written  advice,  and the cost of same  shall  be  borne by the  party
seeking to take the action not expressly  permitted by this Agreement,  but in no event at the
expense of the Master  Servicer  or the REMIC  Administrator.  At all times as may be required
by the Code,  the Master  Servicer  or the REMIC  Administrator,  as  applicable,  will to the
extent  within its  control and the scope of its duties more  specifically  set forth  herein,
maintain  substantially all of the assets of the REMIC as "qualified  mortgages" as defined in
Section  860G(a)(3) of the Code and "permitted  investments" as defined in Section  860G(a)(5)
of the Code.

(g)     In the  event  that any tax is  imposed  on  "prohibited  transactions"  of any  REMIC
created  hereunder  as  defined  in  Section  860F(a)(2)  of the  Code,  on "net  income  from
foreclosure  property"  of any  REMIC as  defined  in  Section  860G(c)  of the  Code,  on any
contributions  to any REMIC after the Startup  Date  therefor  pursuant to Section  860G(d) of
the Code,  or any other  tax  imposed  by the Code or any  applicable  provisions  of state or
local tax laws, such tax shall be charged (i) to the Master  Servicer,  if such tax arises out
of or results  from a breach by the Master  Servicer  in its role as Master  Servicer or REMIC
Administrator  of any of its  obligations  under this Agreement or the Master  Servicer has in
its sole  discretion  determined  to indemnify  the Trust Fund  against such tax,  (ii) to the
Trustee,  if such tax  arises  out of or  results  from a breach by the  Trustee of any of its
obligations  under  this  Article  X, or (iii)  otherwise  against  amounts  on deposit in the
Custodial  Account as provided by Section 3.10 and on the Distribution  Date(s) following such
reimbursement  the  aggregate  of such taxes shall be  allocated  in  reduction of the Accrued
Certificate  Interest  on each  Class  entitled  thereto  in the same  manner as if such taxes
constituted a Prepayment Interest Shortfall.

(h)     The Trustee and the Master Servicer shall,  for federal income tax purposes,  maintain
books and records  with  respect to each REMIC on a calendar  year and on an accrual  basis or
as otherwise may be required by the REMIC Provisions.

(i)     Following the Startup Date,  neither the Master  Servicer nor the Trustee shall accept
any  contributions  of assets to any REMIC  unless  (subject to Section  10.01(f))  the Master
Servicer  and the  Trustee  shall have  received  an Opinion of Counsel (at the expense of the
party  seeking to make such  contribution)  to the effect that the inclusion of such assets in
any REMIC  will not cause any REMIC  created  hereunder  to fail to  qualify as a REMIC at any
time that any  Certificates  are  outstanding  or subject  any such REMIC to any tax under the
REMIC  Provisions  or  other  applicable  provisions  of  federal,  state  and  local  law  or
ordinances.

(j)     Neither the Master Servicer nor the Trustee shall (subject to Section  10.01(f)) enter
into any  arrangement  by which  any  REMIC  created  hereunder  will  receive  a fee or other
compensation  for services nor permit any REMIC  created  hereunder to receive any income from
assets  other than  "qualified  mortgages"  as defined  in Section  860G(a)(3)  of the Code or
"permitted investments" as defined in Section 860G(a)(5) of the Code.

(k)     Solely for the purposes of Section  1.860G-1(a)(4)(iii)  of the Treasury  Regulations,
the "latest  possible  maturity date" by which the principal  balance of each regular interest
in each REMIC would be reduced to zero is February 25, 2036,  which is the  Distribution  Date
in the month following the last scheduled payment on any Mortgage Loan.

(l)     Within 30 days after the Closing Date, the REMIC  Administrator shall prepare and file
with the Internal  Revenue  Service Form 8811,  "Information  Return for Real Estate  Mortgage
Investment  Conduits  (REMIC) and Issuers of  Collateralized  Debt  Obligations" for the Trust
Fund.

(m)     Neither the Trustee nor the Master  Servicer shall sell,  dispose of or substitute for
any of the Mortgage  Loans (except in  connection  with (i) the default,  imminent  default or
foreclosure  of a Mortgage  Loan,  including but not limited to, the  acquisition or sale of a
Mortgaged  Property  acquired by any REMIC  pursuant to Article IX of this Agreement or (ii) a
purchase of Mortgage  Loans  pursuant to Article II or III of this  Agreement)  or acquire any
assets for any REMIC or sell or dispose of any  investments  in the  Custodial  Account or the
Certificate  Account  for gain,  or accept any  contributions  to any REMIC  after the Closing
Date unless it has  received an Opinion of Counsel that such sale,  disposition,  substitution
or acquisition  will not (a) affect  adversely the status of any REMIC created  hereunder as a
REMIC or (b) unless the Master  Servicer has  determined  in its sole  discretion to indemnify
the Trust  Fund  against  such tax,  cause any  REMIC to be  subject  to a tax on  "prohibited
transactions" or "contributions" pursuant to the REMIC Provisions.

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

(a)     The  Trustee  agrees  to  indemnify  the  Trust  Fund,   the   Depositor,   the  REMIC
Administrator and the Master Servicer for any taxes and costs including,  without  limitation,
any  reasonable  attorneys'  fees imposed on or incurred by the Trust Fund,  the  Depositor or
the Master Servicer,  as a result of a breach of the Trustee's  covenants set forth in Article
VIII or this  Article  X. In the  event  that  Residential  Funding  is no longer  the  Master
Servicer,  the Trustee shall indemnify  Residential Funding for any taxes and costs including,
without  limitation,  any  reasonable  attorneys'  fees imposed on or incurred by  Residential
Funding as a result of a breach of the  Trustee's  covenants set forth in Article VIII or this
Article X.

(b)     The REMIC Administrator agrees to indemnify the Trust Fund, the Depositor,  the Master
Servicer  and the  Trustee  for any  taxes  and  costs  (including,  without  limitation,  any
reasonable  attorneys'  fees)  imposed on or incurred by the Trust Fund,  the  Depositor,  the
Master  Servicer  or the  Trustee,  as a  result  of a  breach  of the  REMIC  Administrator's
covenants  set forth in this Article X with respect to compliance  with the REMIC  Provisions,
including  without  limitation,  any  penalties  arising from the  Trustee's  execution of Tax
Returns  prepared by the REMIC  Administrator  that  contain  errors or  omissions;  provided,
however,  that such  liability will not be imposed to the extent such breach is a result of an
error or omission in information  provided to the REMIC  Administrator  by the Master Servicer
in which case Section 10.02(c) will apply.

(c)     The Master  Servicer  agrees to indemnify  the Trust Fund,  the  Depositor,  the REMIC
Administrator  and the Trustee for any taxes and costs  (including,  without  limitation,  any
reasonable  attorneys'  fees)  imposed on or incurred by the Trust Fund,  the  Depositor,  the
REMIC  Administrator  or the  Trustee,  as a  result  of a  breach  of the  Master  Servicer's
covenants  set forth in this Article X or in Article III with respect to  compliance  with the
REMIC  Provisions,  including  without  limitation,  any penalties  arising from the Trustee's
execution of Tax Returns prepared by the Master Servicer that contain errors or omissions.




ARTICLE XI
                                   MISCELLANEOUS PROVISIONS

Section 11.01. Amendment.

(a)     This  Agreement  or any  Custodial  Agreement  may be amended from time to time by the
Depositor,  the  Master  Servicer  and  the  Trustee,  without  the  consent  of  any  of  the
Certificateholders:

(i)     to cure any ambiguity,

(ii)    to correct or supplement any provisions  herein or therein,  which may be inconsistent
        with any other provisions herein or therein or to correct any error,

(iii)   to  modify,  eliminate  or add to any of its  provisions  to such  extent  as shall be
        necessary or desirable to maintain the  qualification  of any REMIC created  hereunder
        as a REMIC at all times that any  Certificate  is  outstanding or to avoid or minimize
        the risk of the  imposition  of any tax on the Trust  Fund  pursuant  to the Code that
        would be a claim  against the Trust Fund,  provided  that the Trustee has  received an
        Opinion of Counsel to the effect that (A) such action is  necessary  or  desirable  to
        maintain such  qualification or to avoid or minimize the risk of the imposition of any
        such tax and (B) such action will not  adversely  affect in any  material  respect the
        interests of any Certificateholder,

(iv)    to change the timing  and/or  nature of  deposits  into the  Custodial  Account or the
        Certificate  Account  or to  change  the  name  in  which  the  Custodial  Account  is
        maintained,  provided that (A) the Certificate  Account Deposit Date shall in no event
        be later than the related  Distribution  Date, (B) such change shall not, as evidenced
        by an Opinion of Counsel,  adversely  affect in any material  respect the interests of
        any  Certificateholder  and (C) such  change  shall not result in a  reduction  of the
        rating assigned to any Class of Certificates  below the  then-current  rating assigned
        to such Certificates, as evidenced by a letter from each Rating Agency to such effect,

(v)     to  modify,  eliminate  or add to the  provisions  of  Section  5.02(f)  or any  other
        provision hereof  restricting  transfer of the Class R Certificates by virtue of their
        being the  "residual  interests" in the Trust Fund provided that (A) such change shall
        not result in  reduction  of the  rating  assigned  to any such Class of  Certificates
        below  the  lower  of  the  then-current   rating  or  the  rating  assigned  to  such
        Certificates  as of the Closing Date, as evidenced by a letter from each Rating Agency
        to such  effect,  and (B) such change shall not, as evidenced by an Opinion of Counsel
        (at the expense of the party seeking so to modify,  eliminate or add such provisions),
        cause the Trust Fund or any of the  Certificateholders  (other than the transferor) to
        be subject to a federal  tax caused by a transfer  to a Person that is not a Permitted
        Transferee, or

(vi)    to make any other  provisions with respect to matters or questions  arising under this
        Agreement or such Custodial Agreement which shall not be materially  inconsistent with
        the  provisions of this  Agreement,  provided that such action shall not, as evidenced
        by an Opinion of Counsel,  adversely  affect in any material  respect the interests of
        any Certificateholder.

(b)     This  Agreement or any  Custodial  Agreement  may also be amended from time to time by
the Depositor,  the Master  Servicer,  the Trustee and the Holders of Certificates  evidencing
in the aggregate not less than 66% of the Percentage  Interests of each Class of  Certificates
with a Certificate  Principal  Balance  greater than zero affected  thereby for the purpose of
adding any  provisions to or changing in any manner or  eliminating  any of the  provisions of
this  Agreement  or such  Custodial  Agreement or of modifying in any manner the rights of the
Holders of Certificates of such Class; provided, however, that no such amendment shall:

(i)     reduce in any  manner  the  amount  of, or delay the  timing  of,  payments  which are
        required to be  distributed  on any  Certificate  without the consent of the Holder of
        such Certificate,

(ii)    adversely  affect in any material  respect the interest of the Holders of Certificates
        of any Class in a manner  other than as  described  in clause (i) hereof  without  the
        consent  of Holders  of  Certificates  of such  Class  evidencing,  as to such  Class,
        Percentage Interests aggregating not less than 66%, or

(iii)   reduce the aforesaid  percentage of Certificates of any Class the Holders of which are
        required  to consent to any such  amendment,  in any such case  without the consent of
        the Holders of all Certificates of such Class then outstanding.

(c)     Notwithstanding  any  contrary  provision  of this  Agreement,  the Trustee  shall not
consent to any amendment to this  Agreement  unless it shall have first received an Opinion of
Counsel  (at the  expense  of the  party  seeking  such  amendment)  to the  effect  that such
amendment is permitted  under this  Agreement  and that such  amendment or the exercise of any
power granted to the Master  Servicer,  the  Depositor or the Trustee in accordance  with such
amendment  will not result in the  imposition  of a federal tax on the Trust Fund or cause any
REMIC  created  hereunder  to fail to qualify as a REMIC at any time that any  Certificate  is
outstanding.  The Trustee may but shall not be obligated to enter into any amendment  pursuant
to this  Section  that  affects  its  rights,  duties and  immunities  and this  Agreement  or
otherwise; provided however, such consent shall not be unreasonably withheld.

(d)     Promptly after the execution of any such  amendment the Trustee shall furnish  written
notification  of the substance of such  amendment to each  Certificateholder.  It shall not be
necessary  for the  consent of  Certificateholders  under this  Section  11.01 to approve  the
particular  form of any proposed  amendment,  but it shall be sufficient if such consent shall
approve the substance  thereof.  The manner of obtaining  such consents and of evidencing  the
authorization  of the  execution  thereof  by  Certificateholders  shall  be  subject  to such
reasonable regulations as the Trustee may prescribe.

(e)     The Depositor shall have the option, in its sole discretion,  to obtain and deliver to
the Trustee any corporate guaranty,  payment obligation,  irrevocable letter of credit, surety
bond,  insurance  policy or similar  instrument or a reserve fund, or any  combination  of the
foregoing,  for the purpose of protecting the Holders of the Class R Certificates  against any
or all Realized Losses or other  shortfalls.  Any such instrument or fund shall be held by the
Trustee for the benefit of the Class R  Certificateholders,  but shall not be and shall not be
deemed to be under any  circumstances  included  in any  REMIC.  To the  extent  that any such
instrument  or fund  constitutes  a reserve  fund for  federal  income tax  purposes,  (i) any
reserve fund so established  shall be an outside  reserve fund and not an asset of such REMIC,
(ii) any such reserve fund shall be owned by the Depositor,  and (iii) amounts  transferred by
such REMIC to any such reserve fund shall be treated as amounts  distributed  by such REMIC to
the  Depositor  or any  successor,  all within the  meaning of  Treasury  regulations  Section
1.860G-2(h).  In connection  with the provision of any such instrument or fund, this Agreement
and any  provision  hereof may be  modified,  added to,  deleted or  otherwise  amended in any
manner  that is related or  incidental  to such  instrument  or fund or the  establishment  or
administration  thereof,  such  amendment  to  be  made  by  written  instrument  executed  or
consented  to by the  Depositor  and such  related  insurer  but  without  the  consent of any
Certificateholder  and  without  the  consent  of the Master  Servicer  or the  Trustee  being
required  unless any such amendment  would impose any  additional  obligation on, or otherwise
adversely  affect  the  interests  of  the  Certificateholders,  the  Master  Servicer  or the
Trustee,  as  applicable;  provided  that the Depositor  obtains an Opinion of Counsel  (which
need not be an opinion of  Independent  counsel)  to the effect that any such  amendment  will
not cause (a) any federal tax to be imposed on the Trust Fund,  including without  limitation,
any federal tax imposed on "prohibited  transactions"  under Section 860F(a)(1) of the Code or
on  "contributions  after the startup date" under  Section  860G(d)(1) of the Code and (b) any
REMIC  created  hereunder  to fail to qualify as a REMIC at any time that any  Certificate  is
outstanding.  In the event that the  Depositor  elects to provide such coverage in the form of
a limited  guaranty  provided by General  Motors  Acceptance  Corporation,  the  Depositor may
elect that the text of such amendment to this  Agreement  shall be  substantially  in the form
attached  hereto as Exhibit L (in which case  Residential  Funding's  Subordinate  Certificate
Loss  Obligation as described in such exhibit shall be established  by  Residential  Funding's
consent  to such  amendment)  and that the  limited  guaranty  shall be  executed  in the form
attached  hereto  as  Exhibit  M,  with  such  changes  as  the  Depositor  shall  deem  to be
appropriate;  it being  understood  that the Trustee has  reviewed and approved the content of
such forms and that the Trustee's consent or approval to the use thereof is not required.

(f)     In addition to the foregoing,  any amendment of Section 4.08 of this  Agreement  shall
require the consent of the Limited Repurchase Right Holder as third-party beneficiary.

Section 11.02. Recordation of Agreement; Counterparts.

(a)     To the extent  permitted by applicable  law, this  Agreement is subject to recordation
in all  appropriate  public  offices for real  property  records in all the  counties or other
comparable  jurisdictions  in which any or all of the properties  subject to the Mortgages are
situated,   and  in  any  other  appropriate  public  recording  office  or  elsewhere,   such
recordation  to be effected by the Master  Servicer  and at its  expense on  direction  by the
Trustee  (pursuant to the request of the Holders of  Certificates  entitled to at least 25% of
the  Voting  Rights),  but only upon  direction  accompanied  by an  Opinion of Counsel to the
effect  that such  recordation  materially  and  beneficially  affects  the  interests  of the
Certificateholders.

(b)     For the purpose of  facilitating  the recordation of this Agreement as herein provided
and for other  purposes,  this  Agreement  may be  executed  simultaneously  in any  number of
counterparts,  each of  which  counterparts  shall  be  deemed  to be an  original,  and  such
counterparts shall constitute but one and the same instrument.

Section 11.03. Limitation on Rights of Certificateholders.

(a)     The death or incapacity of any  Certificateholder  shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such  Certificateholder's  legal  representatives  or
heirs to  claim  an  accounting  or to take  any  action  or  proceeding  in any  court  for a
partition or winding up of the Trust Fund, nor otherwise  affect the rights,  obligations  and
liabilities of any of the parties hereto.

(b)     No  Certificateholder  shall  have any right to vote  (except  as  expressly  provided
herein) or in any manner  otherwise  control the operation  and  management of the Trust Fund,
or the  obligations of the parties  hereto,  nor shall anything herein set forth, or contained
in the terms of the  Certificates,  be construed so as to  constitute  the  Certificateholders
from time to time as partners or members of an  association;  nor shall any  Certificateholder
be under any  liability  to any third  person by reason of any action  taken by the parties to
this Agreement pursuant to any provision hereof.

(c)     No  Certificateholder  shall  have  any  right  by  virtue  of any  provision  of this
Agreement to institute  any suit,  action or  proceeding  in equity or at law upon or under or
with  respect  to this  Agreement,  unless  such  Holder  previously  shall  have given to the
Trustee  a  written  notice  of  default  and  of the  continuance  thereof,  as  hereinbefore
provided,  and  unless  also the  Holders  of  Certificates  of any  Class  evidencing  in the
aggregate  not less than 25% of the related  Percentage  Interests  of such Class,  shall have
made written  request upon the Trustee to institute  such action,  suit or  proceeding  in its
own  name as  Trustee  hereunder  and  shall  have  offered  to the  Trustee  such  reasonable
indemnity  as it may  require  against  the costs,  expenses  and  liabilities  to be incurred
therein or thereby,  and the Trustee  for 60 days after its  receipt of such  notice,  request
and offer of indemnity,  shall have  neglected or refused to institute  any such action,  suit
or  proceeding  it being  understood  and  intended,  and being  expressly  covenanted by each
Certificateholder  with every other  Certificateholder  and the  Trustee,  that no one or more
Holders of  Certificates  of any Class  shall have any right in any manner  whatever by virtue
of any provision of this  Agreement to affect,  disturb or prejudice the rights of the Holders
of any other of such  Certificates  of such Class or any other Class,  or to obtain or seek to
obtain  priority over or  preference  to any other such Holder,  or to enforce any right under
this  Agreement,  except  in the  manner  herein  provided  and  for  the  common  benefit  of
Certificateholders  of such Class or all Classes,  as the case may be. For the  protection and
enforcement  of the  provisions of this Section 11.03,  each and every  Certificateholder  and
the Trustee shall be entitled to such relief as can be given either at law or in equity.

Section 11.04. Governing Law.

        This agreement and the  Certificates  shall be governed by and construed in accordance
with  the  laws of the  State of New York and the  obligations,  rights  and  remedies  of the
parties  hereunder  shall be determined in accordance  with such laws,  without  regard to the
conflict of laws  principles  thereof,  other than Sections  5-1401 and 5-1402 of the New York
General Obligations Law.

Section 11.05. Notices.

        All  demands  and  notices  hereunder  shall be in writing and shall be deemed to have
been duly given if  personally  delivered at or mailed by  registered  mail,  postage  prepaid
(except  for  notices to the  Trustee  which shall be deemed to have been duly given only when
received),  to (a) in the case of the Depositor,  8400 Normandale  Lake Boulevard,  Suite 250,
Minneapolis,  Minnesota  55437,  Attention:  President  (RAMP),  or such other  address as may
hereafter  be furnished  to the Master  Servicer and the Trustee in writing by the  Depositor;
(b) in the case of the  Master  Servicer,  2255  North  Ontario  Street,  Burbank,  California
91504-3120,  Attention:  Bond  Administration  or  such  other  address  as may  be  hereafter
furnished  to the  Depositor  and the Trustee by the Master  Servicer  in writing;  (c) in the
case of the Trustee,  U.S. Bank Corporate Trust Services,  60 Livingston  Avenue,  EP-MN-WS3D,
St. Paul, Minnesota 55107-2292,  Attn: Structured  Finance/RAMP 2006-NC2 or such other address
as may  hereafter  be  furnished to the  Depositor  and the Master  Servicer in writing by the
Trustee;  (d) in the case of Moody's,  99 Church Street, New York, New York 10007,  Attention:
ABS  Monitoring  Department  or  such  other  address  as may be  hereafter  furnished  to the
Depositor,  the Trustee  and the Master  Servicer by Moody's and (e) in the case of Standard &
Poor's,  55 Water Street,  New York,  New York 10041  Attention;  Mortgage  Surveillance.  Any
notice  required  or  permitted  to be mailed to a  Certificateholder  shall be given by first
class  mail,  postage  prepaid,  at the  address  of such  holder as shown in the  Certificate
Register.  Any  notice  so  mailed  within  the time  prescribed  in this  Agreement  shall be
conclusively presumed to have been duly given, whether or not the  Certificateholder  receives
such notice.

Section 11.06. Notices to Rating Agencies.

        The Depositor,  the Master  Servicer or the Trustee,  as applicable,  (a) shall notify
each Rating  Agency at such time as it is  otherwise  required  pursuant to this  Agreement to
give notice of the  occurrence  of, any of the events  described in clause (a), (b), (c), (d),
(g), (h), (i) or (j) below,  (b) shall notify the  Subservicer at such time as it is otherwise
required  pursuant to this  Agreement  to give notice of the  occurrence  of any of the events
described  in clause  (a),  (b),  (c)(1),  (g)(1) or (i) below,  or (c) provide a copy to each
Rating Agency at such time as otherwise  required to be delivered  pursuant to this  Agreement
of any of the statements described in clauses (e) and (f) below:

(a)     a material change or amendment to this Agreement,

(b)     the occurrence of an Event of Default,

(c)     (1)  the  termination  or  appointment  of a  successor  Master  Servicer  or (2)  the
termination  or appointment  of a successor  Trustee or a change in the majority  ownership of
the Trustee,

(d)     the filing of any claim  under the Master  Servicer's  blanket  fidelity  bond and the
errors and  omissions  insurance  policy  required  by  Section  3.12 or the  cancellation  or
modification of coverage under 152 any such instrument,

(e)     the  statement  required to be delivered to the Holders of each Class of  Certificates
pursuant to Section 4.03,

(f)     the statements required to be delivered pursuant to Sections 3.18 and 3.19,

(g)     (1) a change in the location of the Custodial  Account or (2) a change in the location
of the Certificate Account,

(h)     the  occurrence  of any  monthly  cash flow  shortfall  to the Holders of any Class of
Certificates  resulting  from the failure by the Master  Servicer to make an Advance  pursuant
to Section 4.04,

(i)     the occurrence of the Final Distribution Date and

(j)     the repurchase of or substitution for any Mortgage Loan,

provided, however, that with respect to notice of the occurrence of the events described in
clauses (d), (g) or (h) above, the Master Servicer shall provide prompt written notice to
each Rating Agency and the Subservicer of any such event known to the Master Servicer.
Section 11.07. Severability of Provisions.

        If any  one or  more  of the  covenants,  agreements,  provisions  or  terms  of  this
Agreement shall be for any reason  whatsoever held invalid,  then such covenants,  agreements,
provisions  or terms  shall be deemed  severable  from the  remaining  covenants,  agreements,
provisions  or  terms  of  this  Agreement  and  shall  in  no  way  affect  the  validity  or
enforceability  of the  other  provisions  of this  Agreement  or of the  Certificates  or the
rights of the Holders thereof.

Section 11.08. Supplemental Provisions for Resecuritization.

(a)     This  Agreement  may be  supplemented  by means of the addition of a separate  Article
hereto (a "Supplemental  Article") for the purpose of  resecuritizing  any of the Certificates
issued hereunder,  under the following circumstances.  With respect to any Class or Classes of
Certificates  issued  hereunder,  or any portion of any such Class,  as to which the Depositor
or  any  of  its  Affiliates  (or  any  designee   thereof)  is  the  registered  Holder  (the
"Resecuritized Certificates"),  the Depositor may deposit such Resecuritized Certificates into
a new REMIC,  grantor trust or custodial  arrangement (a  "Restructuring  Vehicle") to be held
by the Trustee pursuant to a Supplemental  Article.  The instrument adopting such Supplemental
Article shall be executed by the  Depositor,  the Master  Servicer and the Trustee;  provided,
that neither the Master  Servicer nor the Trustee  shall  withhold  their  consent  thereto if
their respective  interests would not be materially  adversely affected thereby. To the extent
that the terms of the  Supplemental  Article do not in any way affect any  provisions  of this
Agreement  as to any of the  Certificates  initially  issued  hereunder,  the  adoption of the
Supplemental   Article  shall  not  constitute  an  "amendment"   of  this   Agreement.   Each
Supplemental  Article shall set forth all necessary  provisions relating to the holding of the
Resecuritized  Certificates by the Trustee,  the establishment of the  Restructuring  Vehicle,
the  issuing of various  classes of new  certificates  by the  Restructuring  Vehicle  and the
distributions  to be  made  thereon,  and  any  other  provisions  necessary  to the  purposes
thereof.  In connection  with each  Supplemental  Article,  the Depositor shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the  Restructuring  Vehicle  will qualify
as a REMIC,  grantor  trust or other  entity not  subject to taxation  for federal  income tax
purposes  and (ii) the  adoption of the  Supplemental  Article will not endanger the status of
any REMIC  created  hereunder as a REMIC or result in the  imposition  of a tax upon the Trust
Fund  (including  but not limited to the tax on prohibited  transaction  as defined in Section
860F(a)(2)  of the  Code and the tax on  contributions  to a REMIC  as set  forth  in  Section
860G(d) of the Code.

Section 11.09. [Reserved].

Section 11.10. Third Party Beneficiaries.

        The Limited Repurchase Right Holder is an express  third-party  beneficiary of Section
4.08 of this  Agreement,  and shall  have the  right to  enforce  the  related  provisions  of
Section 4.08 of this Agreement as if it were a party hereto.

ARTICLE XII
                                COMPLIANCE WITH REGULATION AB

Section 12.01. Intent of the Parties; Reasonableness.

        The  Depositor,  the Trustee and the Master  Servicer  acknowledge  and agree that the
purpose of this Article XII is to facilitate  compliance by the Depositor  with the provisions
of Regulation AB and related rules and  regulations  of the  Commission.  The Depositor  shall
not exercise its right to request  delivery of  information or other  performance  under these
provisions  other  than  in good  faith,  or for  purposes  other  than  compliance  with  the
Securities  Act, the Exchange Act and the rules and  regulations of the  Commission  under the
Securities  Act  and  the  Exchange  Act.  Each  of  the  Master   Servicer  and  the  Trustee
acknowledges that  interpretations  of the requirements of Regulation AB may change over time,
whether due to  interpretive  guidance  provided  by the  Commission  or its staff,  consensus
among  participants  in  the  mortgage-backed   securities  markets,  advice  of  counsel,  or
otherwise,  and  agrees  to comply  with  requests  made by the  Depositor  in good  faith for
delivery of information  under these  provisions on the basis of evolving  interpretations  of
Regulation AB. Each of the Master  Servicer and the Trustee shall  cooperate  reasonably  with
the Depositor to deliver to the Depositor  (including any of its assignees or designees),  any
and all disclosure,  statements,  reports,  certifications,  records and any other information
necessary  in the  reasonable,  good  faith  determination  of the  Depositor  to  permit  the
Depositor to comply with the provisions of Regulation AB.

Section 12.02. Additional Representations and Warranties of the Trustee.

(a)     The Trustee  shall be deemed to represent  to the  Depositor as of the date hereof and
on each  date on  which  information  is  provided  to the  Depositor  under  Sections  12.01,
12.02(b) or 12.03 that,  except as disclosed in writing to the  Depositor  prior to such date:
(i) it is not aware and has not  received  notice  that any  default,  early  amortization  or
other  performance  triggering event has occurred as to any other  Securitization  Transaction
due to any default of the Trustee;  (ii) there are no aspects of its financial  condition that
could have a material  adverse  effect on the  performance  by it of its  trustee  obligations
under this  Agreement or any other  Securitization  Transaction as to which it is the trustee;
(iii)  there  are no  material  legal or  governmental  proceedings  pending  (or  known to be
contemplated)  against  it that would be  material  to  Certificateholders;  (iv) there are no
relationships  or  transactions  relating to the Trustee with respect to the  Depositor or any
sponsor, issuing entity, servicer, trustee,  originator,  significant obligor,  enhancement or
support  provider  or other  material  transaction  party  (as each of such  terms are used in
Regulation AB) relating to the Securitization  Transaction  contemplated by the Agreement,  as
identified  by the  Depositor  to the  Trustee in  writing as of the  Closing  Date  (each,  a
"Transaction  Party") that are outside the ordinary  course of business or on terms other than
would be obtained in an arm's length  transaction  with an unrelated  third party,  apart from
the Securitization  Transaction,  and that are material to the investors' understanding of the
Certificates;  and  (v)  the  Trustee  is  not an  affiliate  of any  Transaction  Party.  The
Depositor  shall  notify the  Trustee of any change in the  identity  of a  Transaction  Party
after the Closing Date.

(b)     If so requested by the Depositor on any date  following the Closing Date,  the Trustee
shall,  within five Business Days following  such request,  confirm in writing the accuracy of
the  representations  and  warranties  set forth in  paragraph  (a) of this Section or, if any
such  representation  and  warranty  is not  accurate  as of the  date of  such  confirmation,
provide  the  pertinent  facts,  in  writing,  to the  Depositor.  Any such  request  from the
Depositor  shall not be given  more than once each  calendar  quarter,  unless  the  Depositor
shall  have a  reasonable  basis  for a  determination  that  any of the  representations  and
warranties may not be accurate.

Section 12.03. Information to Be Provided by the Trustee.

        For so long as the  Certificates  are  outstanding,  for the purpose of satisfying the
Depositor's  reporting  obligation  under  the  Exchange  Act  with  respect  to any  class of
Certificates,  the Trustee  shall provide to the  Depositor a written  description  of (a) any
litigation  or  governmental  proceedings  pending  against  the Trustee as of the last day of
each calendar  month that would be material to  Certificateholders,  and (b) any  affiliations
or  relationships  (as  described in Item 1119 of  Regulation  AB) that develop  following the
Closing Date between the Trustee and any  Transaction  Party of the type  described in Section
12.02(a)(iv)  or  12.02(a)(v)  as of the  last day of each  calendar  year.  Any  descriptions
required  with  respect  to legal  proceedings,  as well as  updates  to  previously  provided
descriptions,  under this Section  12.03 shall be given no later than five Business Days prior
to the  Determination  Date  following the month in which the relevant  event occurs,  and any
notices  and  descriptions  required  with  respect  to  affiliations,  as well as  updates to
previously  provided  descriptions,  under  this  Section  12.03  shall be given no later than
January 31 of the calendar  year  following the year in which the relevant  event  occurs.  As
of the date the  Depositor  or Master  Servicer  files each  Report on Form 10-D and Report on
Form 10-K with respect to the  Certificates,  the Trustee will be deemed to represent that any
information  previously  provided  under this Article XII is  materially  correct and does not
have any material  omissions  unless the Trustee has  provided an update to such  information.
The  Depositor  will  allow  the  Trustee  to  review  any  disclosure  relating  to  material
litigation  against the Trustee  prior to filing such  disclosure  with the  Commission to the
extent the Depositor changes the information provided by the Trustee.

Section 12.04. Report on Assessment of Compliance and Attestation.

        On or before March 15 of each calendar year, the Trustee shall:

(a)     deliver to the Depositor a report (in form and substance  reasonably  satisfactory  to
the  Depositor)   regarding  the  Trustee's  assessment  of  compliance  with  the  applicable
Servicing  Criteria  during the immediately  preceding  calendar year, as required under Rules
13a-18 and 15d-18 of the  Exchange  Act and Item 1122 of  Regulation  AB. Such report shall be
addressed to the  Depositor  and signed by an  authorized  officer of the  Trustee,  and shall
address each of the Servicing Criteria specified on Exhibit V hereto; and

(b)     deliver to the Depositor a report of a registered  public  accounting  firm reasonably
acceptable  to the  Depositor  that attests to, and reports on, the  assessment  of compliance
made by the Trustee  and  delivered  pursuant to the  preceding  paragraph.  Such  attestation
shall be in  accordance  with  Rules  1-02(a)(3)  and  2-02(g)  of  Regulation  S-X  under the
Securities Act and the Exchange Act.

Section 12.05. Indemnification; Remedies.

(a)     The Trustee shall  indemnify  the  Depositor,  each  affiliate of the  Depositor,  the
Master  Servicer and each broker  dealer  acting as  underwriter,  placement  agent or initial
purchaser of the  Certificates  or each Person who  controls  any of such parties  (within the
meaning of Section 15 of the  Securities  Act and  Section 20 of the  Exchange  Act);  and the
respective  present  and  former  directors,  officers,  employees  and  agents of each of the
foregoing,  and  shall  hold each of them  harmless  from and  against  any  losses,  damages,
penalties,  fines, forfeitures,  legal fees and expenses and related costs, judgments, and any
other costs, fees and expenses that any of them may sustain arising out of or based upon:

(i)     (A)           any untrue  statement  of a  material  fact  contained  or alleged to be
        contained in any  information,  report,  certification,  accountants'  attestation  or
        other  material  provided  under  this  Article  XII by or on  behalf  of the  Trustee
        (collectively,  the "Trustee Information"), or (B) the omission or alleged omission to
        state in the Trustee  Information a material fact required to be stated in the Trustee
        Information or necessary in order to make the statements  therein, in the light of the
        circumstances  under  which  they  were  made,  not  misleading;  provided,  by way of
        clarification,  that  clause  (B) of this  paragraph  shall  be  construed  solely  by
        reference to the Trustee Information and not to any other information  communicated in
        connection  with a sale or  purchase  of  securities,  without  regard to whether  the
        Trustee  Information or any portion  thereof is presented  together with or separately
        from such other information; or

(ii)    any failure by the Trustee to deliver any information,  report, certification or other
        material  when and as required  under this  Article  XII,  other than a failure by the
        Trustee to deliver an accountants' attestation.

(b)     In the  case of any  failure  of  performance  described  in  clause  (ii) of  Section
12.05(a),  the Trustee shall (i) promptly  reimburse  the  Depositor for all costs  reasonably
incurred  by the  Depositor  in  order  to  obtain  the  information,  report,  certification,
accountants'  attestation  or other material not delivered as required by the Trustee and (ii)
cooperate with the Depositor to mitigate any damages that may result from such failure.

(c)     The Depositor and the Master Servicer shall  indemnify the Trustee,  each affiliate of
the Trustee or each Person who controls  the Trustee  (within the meaning of Section 15 of the
Securities  Act and Section 20 of the Exchange  Act),  and the  respective  present and former
directors,  officers,  employees  and  agents  of the  Trustee,  and  shall  hold each of them
harmless from and against any losses, damages, penalties,  fines, forfeitures,  legal fees and
expenses and related  costs,  judgments,  and any other costs,  fees and expenses  that any of
them may sustain  arising  out of or based upon (i) any untrue  statement  of a material  fact
contained or alleged to be contained in any  information  provided  under this Agreement by or
on behalf  of the  Depositor  or Master  Servicer  for  inclusion  in any  report  filed  with
Commission  under  the  Exchange  Act  (collectively,  the  "RFC  Information"),  or (ii)  the
omission or alleged  omission to state in the RFC  Information  a material fact required to be
stated in the RFC  Information  or necessary in order to make the statements  therein,  in the
light of the  circumstances  under which they were made, not misleading;  provided,  by way of
clarification,  that clause (ii) of this paragraph  shall be construed  solely by reference to
the RFC  Information and not to any other  information  communicated in connection with a sale
or purchase  of  securities,  without  regard to whether  the RFC  Information  or any portion
thereof is presented together with or separately from such other information.







        IN WITNESS  WHEREOF,  the Depositor,  the Master  Servicer and the Trustee have caused
their names to be signed hereto by their  respective  officers  thereunto duly  authorized and
their respective  seals,  duly attested,  to be hereunto  affixed,  all as of the day and year
first above written.

[Seal]                                          RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.


                                                By:
Attest:                                                 Name:  Joseph Orning
        Name:  Benita Bjorgo                            Title:    Vice President
        Title:    Vice President
[Seal]                                          RESIDENTIAL FUNDING CORPORATION


Attest:                                         By:
        Name:  Joseph Orning                            Name:  Benita Bjorgo
        Title:   Associate                              Title:   Associate
[Seal]                                          U.S. BANK NATIONAL ASSOCIATION
                                                as Trustee


Attest:                                         By:
        Name:                                           Name:
        Title:                                          Title:






STATE OF MINNESOTA               )
                                 ) ss.:
COUNTY OF HENNEPIN               )

               On the _____ day of February,  2006 before me, a notary  public in and for said
        State,  personally  appeared  Joseph  Orning,  known to me to be a Vice  President  of
        Residential Asset Mortgage  Products,  Inc., one of the corporations that executed the
        within instrument,  and also known to me to be the person who executed it on behalf of
        said  corporation,  and acknowledged to me that such  corporation  executed the within
        instrument.

               IN WITNESS  WHEREOF,  I have  hereunto set my hand and affixed my official seal
        the day and year in this certificate first above written.

                                            Notary Public

                                            _____________________________
[Notarial Seal]







STATE OF MINNESOTA
                                 ) ss.:
COUNTY OF HENNEPIN               )

               On the  _________  day of February,  2006 before me, a notary public in and for
        said State,  personally  appeared  Benita  Bjorgo,  known to me to be an  Associate of
        Residential  Funding  Corporation,  one of the  corporations  that executed the within
        instrument,  and also known to me to be the person who  executed  it on behalf of said
        corporation,  and  acknowledged  to me  that  such  corporation  executed  the  within
        instrument.

               IN WITNESS  WHEREOF,  I have  hereunto set my hand and affixed my official seal
        the day and year in this certificate first above written.

                                            Notary Public

                                            ___________________________
[Notarial Seal]






STATE OF MINNESOTA
                                 ) ss.:
COUNTY OF RAMSEY                 )

               On the _____ day of February,  2006 before me, a notary  public in and for said
        State,   personally   appeared   _________________________,   known  to  me  to  be  a
        __________________________  of U.S.  Bank  National  Association,  a national  banking
        association,  that  executed  the  within  instrument,  and also known to me to be the
        person who executed it on behalf of said banking  association  and  acknowledged to me
        that such banking association executed the within instrument.

               IN WITNESS  WHEREOF,  I have  hereunto set my hand and affixed my official seal
        the day and year in this certificate first above written.

                                            Notary Public

                                            ___________________________
[Notarial Seal]







                                          EXHIBIT A

                               FORM OF CLASS [A-__] CERTIFICATE

SOLELY FOR U.S.  FEDERAL INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "REGULAR  INTEREST" IN A
"REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT," AS THOSE TERMS ARE  DEFINED,  RESPECTIVELY,  IN
SECTIONS 860G AND 860D OF THE INTERNAL  REVENUE CODE OF 1986, AS AMENDED (THE "CODE")  COUPLED
WITH THE RIGHT TO RECEIVE PAYMENTS UNDER THE YIELD MAINTENANCE AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE  OF THE DEPOSITORY TRUST
COMPANY,  A NEW  YORK  CORPORATION  ("DTC"),  TO  ISSUER  OR ITS  AGENT  FOR  REGISTRATION  OF
TRANSFER,  EXCHANGE,  OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN  AUTHORIZED  REPRESENTATIVE  OF DTC (AND ANY
PAYMENT  IS MADE TO CEDE & CO.  OR TO SUCH  OTHER  ENTITY  AS IS  REQUESTED  BY AN  AUTHORIZED
REPRESENTATIVE  OF DTC), ANY TRANSFER,  PLEDGE,  OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL  INASMUCH AS THE  REGISTERED  OWNER  HEREOF,  CEDE & CO.,  HAS AN
INTEREST HEREIN.

Class [A-__] Senior                              Certificate No. __
Date of Pooling and Servicing                    [Adjustable] [Variable] Pass-Through Rate
Agreement and Cut-off Date:
February 1, 2006                                 Percentage Interest: ___%
First Distribution Date:                         Aggregate Initial Certificate Principal
March 27, 2006                                   Balance of the Class [A-__]
                                                 Certificates: $___________
Master Servicer:
Residential Funding Corporation
Final Scheduled Distribution Date:               Initial Certificate Principal
_________ __, 20__                               Balance of this Class [A-__] Certificate:
                                                 $___________

Maturity Date:                                   CUSIP ________
_________ __, 20__

                       MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                       SERIES 2006-NC2

               evidencing a percentage  interest in the distributions  allocable
               to the Class  [A-__]  Certificates  with  respect to a Trust Fund
               consisting   primarily  of  a  pool  of   conventional   one-  to
               four-family fixed and adjustable  interest rate, first and junior
               lien  mortgage   loans  sold  by   RESIDENTIAL   ASSET   MORTGAGE
               PRODUCTS, INC.

        This  Certificate  is payable  solely from the assets of the Trust Fund,  and does not
represent an obligation of or interest in  Residential  Asset  Mortgage  Products,  Inc.,  the
Master Servicer,  the Trustee  referred to below or GMAC Mortgage Group,  Inc. or any of their
affiliates.  Neither this  Certificate  nor the  underlying  Mortgage  Loans are guaranteed or
insured  by any  governmental  agency or  instrumentality  or by  Residential  Asset  Mortgage
Products,  Inc.,  the Master  Servicer,  the Trustee or GMAC  Mortgage  Group,  Inc. or any of
their  affiliates.  None of the Depositor,  the Master Servicer,  GMAC Mortgage Group, Inc. or
any of their  affiliates  will have any  obligation  with respect to any  certificate or other
obligation secured by or payable from payments on the Certificates.

        This certifies that  ____________ is the registered  owner of the Percentage  Interest
evidenced  by this  Certificate  in  certain  distributions  with  respect  to the Trust  Fund
consisting  primarily of an interest in a pool of conventional  one- to four-family  fixed and
adjustable  interest rate, first and junior lien mortgage loans (the "Mortgage  Loans"),  sold
by Residential Asset Mortgage Products,  Inc.  (hereinafter called the "Depositor," which term
includes any  successor  entity  under the  Agreement  referred to below).  The Trust Fund was
created  pursuant  to a  Pooling  and  Servicing  Agreement  dated  as  specified  above  (the
"Agreement") among the Depositor,  the Master Servicer and U.S. Bank National Association,  as
trustee (the  "Trustee"),  a summary of certain of the  pertinent  provisions  of which is set
forth  hereafter.  To the extent not defined herein,  the  capitalized  terms used herein have
the meanings  assigned in the  Agreement.  This  Certificate is issued under and is subject to
the terms,  provisions and conditions of the Agreement,  to which Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

        Pursuant to the terms of the Agreement,  a  distribution  will be made on the 25th day
of each  month  or, if such 25th day is not a  Business  Day,  the  Business  Day  immediately
following (the "Distribution Date"),  commencing as described in the Agreement,  to the Person
in whose name this  Certificate  is  registered  at the close of business on the  Business Day
prior to such Distribution Date (the "Record Date"),  from the related Available  Distribution
Amount  in an  amount  equal to the  product  of the  Percentage  Interest  evidenced  by this
Certificate  and the amount of interest and principal,  if any,  required to be distributed to
Holders of Class [A-__] Certificates on such Distribution Date.

        Distributions  on this  Certificate  will be made either by the Master Servicer acting
on  behalf of the  Trustee  or by a Paying  Agent  appointed  by the  Trustee  in  immediately
available  funds (by wire  transfer  or  otherwise)  for the  account of the  Person  entitled
thereto if such Person shall have so notified  the Master  Servicer or such Paying  Agent,  or
by check  mailed to the  address  of the Person  entitled  thereto,  as such name and  address
shall appear on the Certificate Register.

        Notwithstanding  the above,  the final  distribution on this  Certificate will be made
after  due  notice  of the  pendency  of such  distribution  and only  upon  presentation  and
surrender  of this  Certificate  at the office or agency  appointed  by the  Trustee  for that
purpose in the City of St.  Paul,  Minnesota.  The Initial  Certificate  Principal  Balance of
this  Certificate  is set forth  above.  The  Certificate  Principal  Balance  hereof  will be
reduced  to the  extent of  distributions  allocable  to  principal  and any  Realized  Losses
allocable hereto.

        This Certificate is one of a duly authorized  issue of Certificates  issued in several
Classes  designated  as  Mortgage  Asset-Backed   Pass-Through   Certificates  of  the  Series
specified hereon (herein collectively called the "Certificates").

        The  Certificates  are  limited  in  right  of  payment  to  certain  collections  and
recoveries  respecting the Mortgage Loans,  all as more  specifically  set forth herein and in
the  Agreement.  In the event Master  Servicer funds are advanced with respect to any Mortgage
Loan,  such advance is  reimbursable  to the Master  Servicer,  to the extent  provided in the
Agreement,  from related  recoveries  on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.

        As  provided in the  Agreement,  withdrawals  from the  Custodial  Account  and/or the
Certificate  Account created for the benefit of  Certificateholders  may be made by the Master
Servicer from time to time for purposes other than distributions to  Certificateholders,  such
purposes including without  limitation  reimbursement to the Depositor and the Master Servicer
of advances made, or certain expenses incurred, by either of them.

        The Agreement permits, with certain exceptions therein provided,  the amendment of the
Agreement and the  modification  of the rights and  obligations of the  Depositor,  the Master
Servicer and the Trustee and the rights of the  Certificateholders  under the  Agreement  from
time to time by the  Depositor,  the Master  Servicer  and the Trustee with the consent of the
Holders  of  Certificates  evidencing  in the  aggregate  not less than 66% of the  Percentage
Interests of each Class of Certificates  affected  thereby.  Any such consent by the Holder of
this  Certificate  shall be conclusive  and binding on such Holder and upon all future holders
of this  Certificate  and of any  Certificate  issued upon the transfer  hereof or in exchange
herefor  or in  lieu  hereof  whether  or not  notation  of such  consent  is  made  upon  the
Certificate.  The  Agreement  also  permits  the  amendment  thereof in certain  circumstances
without  the  consent of the Holders of any of the  Certificates  and,  in certain  additional
circumstances, without the consent of the Holders of certain Classes of Certificates.

        As provided in the  Agreement  and subject to certain  limitations  therein set forth,
the transfer of this  Certificate is registrable  in the  Certificate  Register upon surrender
of this Certificate for  registration of transfer at the offices or agencies  appointed by the
Trustee  in  the  City  of St.  Paul,  Minnesota,  duly  endorsed  by,  or  accompanied  by an
assignment in the form below or other written  instrument of transfer in form  satisfactory to
the  Trustee  and the  Certificate  Registrar  duly  executed  by the  Holder  hereof  or such
Holder's  attorney duly authorized in writing,  and thereupon one or more new  Certificates of
authorized  denominations  evidencing the same Class and aggregate Percentage Interest will be
issued to the designated transferee or transferees.

        The  Certificates  are issuable only as  registered  Certificates  without  coupons in
Classes and in  denominations  specified in the  Agreement.  As provided in the  Agreement and
subject to certain  limitations  therein  set forth,  Certificates  are  exchangeable  for new
Certificates of authorized  denominations  evidencing the same Class and aggregate  Percentage
Interest, as requested by the Holder surrendering the same.

        No service charge will be made for any such registration of transfer or exchange,  but
the Trustee may require  payment of a sum  sufficient  to cover any tax or other  governmental
charge payable in connection therewith.

        The Depositor,  the Master Servicer,  the Trustee,  and the Certificate  Registrar and
any agent of the Depositor,  the Master  Servicer,  the Trustee or the  Certificate  Registrar
may treat the Person in whose name this  Certificate  is  registered  as the owner  hereof for
all purposes,  and neither the Depositor,  the Master Servicer, the Trustee nor any such agent
shall be affected by notice to the contrary.

        This  Certificate  shall be governed by and construed in  accordance  with the laws of
the State of New York, without regard to the conflicts of law principles  thereof,  other than
Sections 5-1401 and 5-1402 of the New York General Obligations Law.

        The obligations  created by the Agreement in respect of the Certificates and the Trust
Fund created  thereby shall  terminate upon the payment to  Certificateholders  of all amounts
held  by or on  behalf  of the  Trustee  and  required  to be paid  to  them  pursuant  to the
Agreement  following  the  earlier  of (i) the  maturity  or  other  liquidation  of the  last
Mortgage Loan subject  thereto or the  disposition of all property  acquired upon  foreclosure
or deed in lieu of  foreclosure  of any Mortgage  Loan,  and (ii) the purchase by  Residential
Funding  Corporation  or its designee from the Trust Fund of all remaining  Mortgage Loans and
all property  acquired in respect of such Mortgage Loans,  thereby  effecting early retirement
of the  related  Certificates.  The  Agreement  permits,  but  does not  require,  Residential
Funding  Corporation  or its designee (i) to purchase,  at a price  determined  as provided in
the  Agreement,  all  remaining  Mortgage  Loans and all  property  acquired in respect of any
Mortgage  Loan or (ii) subject to the terms of the  Agreement,  to purchase in whole,  but not
in part,  all of the Class A, Class M and Class B-1  Certificates  from the  Holders  thereof,
provided,  that any such  option  may only be  exercised  if the  aggregate  Stated  Principal
Balance of the  Mortgage  Loans,  as of the  Distribution  Date upon which the proceeds of any
such purchase are  distributed is less than ten percent of the Cut-off Date Principal  Balance
of the Mortgage Loans.

        Unless the certificate of  authentication  hereon has been executed by the Certificate
Registrar,  by manual  signature,  this Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose.







        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

                                            U.S. BANK NATIONAL ASSOCIATION,
                                                   as Trustee


                                            By:
                                                   Authorized Signatory

Dated: ________ __, 2006

                                CERTIFICATE OF AUTHENTICATION

        This is one of the Class A Certificates referred to in the within-mentioned Agreement.

                                            U.S. BANK NATIONAL ASSOCIATION,
                                                   as Certificate Registrar


                                            By:  _______________________________
                                                   Authorized Signatory









                                          ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


(Please  print or  typewrite  name and  address  including  postal zip code of  assignee)  the
beneficial  interest  evidenced  by the within Trust  Certificate  and hereby  authorizes  the
transfer of  registration  of such  interest to  assignee on the  Certificate  Register of the
Trust Fund.

        I (We) further direct the  Certificate  Registrar to issue a new Certificate of a like
denomination  and Class,  to the above named  assignee  and deliver  such  Certificate  to the
following address:



Dated:_____________________                          __________________________________
                                                     Signature by or on behalf of assignor

                                                            __________________________________
                                                     Signature Guaranteed


                                  DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of distribution:

        Distributions shall be made, by wire transfer or otherwise,  in immediately  available
funds to

for the account of
account number
or, if mailed by check, to                                                                   .

        Applicable statements should be mailed to:

                                                                                             .

        This  information  is provided by  ___________________________________,  the  assignee
named above, or ______________________________, as its agent.








                                          EXHIBIT B

                               FORM OF CLASS [M-_] CERTIFICATE

THIS  CERTIFICATE  IS  SUBORDINATED  IN  RIGHT  OF  PAYMENT  TO THE  CLASS A [AND  CLASS  M-_]
CERTIFICATES, AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).

SOLELY FOR U.S.  FEDERAL INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "REGULAR  INTEREST" IN A
"REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT," AS THOSE TERMS ARE  DEFINED,  RESPECTIVELY,  IN
SECTIONS 860G AND 860D OF THE INTERNAL  REVENUE CODE OF 1986, AS AMENDED (THE "CODE")  COUPLED
WITH THE RIGHT TO RECEIVE PAYMENTS UNDER THE YIELD MAINTENANCE AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE  OF THE DEPOSITORY TRUST
COMPANY,  A NEW  YORK  CORPORATION  ("DTC"),  TO  ISSUER  OR ITS  AGENT  FOR  REGISTRATION  OF
TRANSFER,  EXCHANGE,  OR PAYMENT,  AND ANY  CERTIFICATE  ISSUED IS  REGISTERED  IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER  ENTITY AS IS  REQUESTED  BY AN  AUTHORIZED
REPRESENTATIVE  OF DTC), ANY TRANSFER,  PLEDGE,  OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL  INASMUCH AS THE  REGISTERED  OWNER  HEREOF,  CEDE & CO.,  HAS AN
INTEREST HEREIN.

ANY  TRANSFEREE  OF THIS  CERTIFICATE  WILL BE  DEEMED  TO HAVE  REPRESENTED  BY VIRTUE OF ITS
PURCHASE  OR  HOLDING  OF SUCH  CERTIFICATE  (OR ANY  INTEREST  HEREIN)  THAT  EITHER (A) SUCH
TRANSFEREE  IS NOT  AN  EMPLOYEE  BENEFIT  PLAN  OR  OTHER  PLAN  SUBJECT  TO  THE  PROHIBITED
TRANSACTION  PROVISIONS  OF THE EMPLOYEE  RETIREMENT  INCOME  SECURITY ACT OF 1974, AS AMENDED
("ERISA"),  OR SECTION 4975 OF THE CODE (EACH, A "PLAN"),  OR ANY PERSON  (INCLUDING,  WITHOUT
LIMITATION,  AN INVESTMENT  MANAGER,  A NAMED FIDUCIARY OR A TRUSTEE OF ANY PLAN) WHO IS USING
"PLAN ASSETS," WITHIN THE MEANING OF THE U.S.  DEPARTMENT OF LABOR  REGULATION  PROMULGATED AT
29 C.F.R.ss. 2510.3-101,  OF ANY PLAN (EACH,  A "PLAN  INVESTOR") TO EFFECT SUCH  ACQUISITION,
(B) IT HAS ACQUIRED AND IS HOLDING THIS  CERTIFICATE  IN RELIANCE ON U.S.  DEPARTMENT OF LABOR
PROHIBITED  TRANSACTION  EXEMPTION ("PTE") 94-29, 59 FED. REG. 14674 (MARCH 29, 1994), AS MOST
RECENTLY AMENDED BY PTE 2002-41,  67 FED. REG. 54487 (AUGUST 22, 2002) (THE "RFC  EXEMPTION"),
AND THAT IT  UNDERSTANDS  THAT THERE ARE CERTAIN  CONDITIONS  TO THE  AVAILABILITY  OF THE RFC
EXEMPTION  INCLUDING THAT SUCH CERTIFICATE  MUST BE RATED, AT THE TIME OF PURCHASE,  NOT LOWER
THAN "BBB-" (OR ITS  EQUIVALENT)  BY STANDARD & POOR'S OR MOODY'S OR (C)(I) THE  TRANSFEREE IS
AN INSURANCE  COMPANY,  (II) THE SOURCE OF FUNDS USED TO PURCHASE OR HOLD THE  CERTIFICATE (OR
ANY  INTEREST  HEREIN)  IS  AN  "INSURANCE  COMPANY  GENERAL  ACCOUNT"  (AS  DEFINED  IN  U.S.
DEPARTMENT OF LABOR PROHIBITED  TRANSACTION  CLASS EXEMPTION  ("PTCE")  95-60),  AND (III) THE
CONDITIONS  SET FORTH IN  SECTIONS I AND III OF PTCE 95-60 HAVE BEEN  SATISFIED  (EACH  ENTITY
THAT SATISFIES THIS CLAUSE (C), A "COMPLYING INSURANCE COMPANY").

IF THIS  CERTIFICATE  (OR ANY  INTEREST  HEREIN)  IS  ACQUIRED  OR  HELD IN  VIOLATION  OF THE
PROVISIONS OF THE PRECEDING  PARAGRAPH,  THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (A) IS
NOT A PLAN OR A PLAN  INVESTOR,  (B) ACQUIRED  SUCH  CERTIFICATE  IN  COMPLIANCE  WITH THE RFC
EXEMPTION,  OR  (C) IS A  COMPLYING  INSURANCE  COMPANY  SHALL  BE  RESTORED,  TO  THE  EXTENT
PERMITTED BY LAW, TO ALL RIGHTS AND  OBLIGATIONS AS CERTIFICATE  OWNER THEREOF  RETROACTIVE TO
THE DATE OF SUCH  TRANSFER OF THIS  CERTIFICATE.  THE TRUSTEE  SHALL BE UNDER NO  LIABILITY TO
ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.

ANY PURPORTED  CERTIFICATE  OWNER WHOSE  ACQUISITION  OR HOLDING OF THIS  CERTIFICATE  (OR ANY
INTEREST  HEREIN) WAS  EFFECTED IN  VIOLATION OF THE  RESTRICTIONS  IN SECTION  5.02(e) OF THE
POOLING  AND  SERVICING  AGREEMENT  SHALL  INDEMNIFY  AND HOLD  HARMLESS  THE  DEPOSITOR,  THE
TRUSTEE,  THE MASTER SERVICER,  ANY  SUBSERVICER,  ANY UNDERWRITER AND THE TRUST FUND FROM AND
AGAINST  ANY AND ALL  LIABILITIES,  CLAIMS,  COSTS OR EXPENSES  INCURRED BY SUCH  PARTIES AS A
RESULT OF SUCH ACQUISITION OR HOLDING.








Class M-__Mezzanine                              Certificate No. 1
Date of Pooling and Servicing                    Adjustable Pass-Through Rate
Agreement and Cut-off Date:
February 1, 2006                                 Percentage Interest: ___%
First Distribution Date:                         Aggregate Initial Certificate Principal
March 27, 2006                                   Balance of the Class M-__
                                                 Certificates: $___________
Master Servicer:
Residential Funding Corporation
Final Scheduled Distribution Date:               Initial Certificate Principal
_________ __, 20__                               Balance of this Class M-__ Certificate:
                                                 $___________

Maturity Date:                                   CUSIP ________
_________ __, 20__

                       MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                       SERIES 2006-NC2

               evidencing a percentage  interest in the distributions  allocable
               to the  Class  M-_  Certificates  with  respect  to a Trust  Fund
               consisting   primarily  of  a  pool  of   conventional   one-  to
               four-family fixed and adjustable  interest rate, first and junior
               lien  mortgage   loans  sold  by   RESIDENTIAL   ASSET   MORTGAGE
               PRODUCTS, INC.

        This  Certificate  is payable  solely from the assets of the Trust Fund,  and does not
represent an obligation of or interest in  Residential  Asset  Mortgage  Products,  Inc.,  the
Master Servicer,  the Trustee  referred to below or GMAC Mortgage Group,  Inc. or any of their
affiliates.  Neither this  Certificate  nor the  underlying  Mortgage  Loans are guaranteed or
insured  by any  governmental  agency or  instrumentality  or by  Residential  Asset  Mortgage
Products,  Inc.,  the Master  Servicer,  the Trustee or GMAC  Mortgage  Group,  Inc. or any of
their  affiliates.  None of the Depositor,  the Master Servicer,  GMAC Mortgage Group, Inc. or
any of their  affiliates  will have any  obligation  with respect to any  certificate or other
obligation secured by or payable from payments on the Certificates.

        This  certifies that  _________ is the  registered  owner of the  Percentage  Interest
evidenced  by this  Certificate  in  certain  distributions  with  respect  to the Trust  Fund
consisting  primarily of an interest in a pool of conventional  one- to four-family  fixed and
adjustable  interest rate, first and junior lien mortgage loans (the "Mortgage  Loans"),  sold
by Residential Asset Mortgage Products,  Inc.  (hereinafter called the "Depositor," which term
includes any  successor  entity  under the  Agreement  referred to below).  The Trust Fund was
created  pursuant  to a  Pooling  and  Servicing  Agreement  dated  as  specified  above  (the
"Agreement") among the Depositor,  the Master Servicer and U.S. Bank National Association,  as
trustee (the  "Trustee"),  a summary of certain of the  pertinent  provisions  of which is set
forth  hereafter.  To the extent not defined herein,  the  capitalized  terms used herein have
the meanings  assigned in the  Agreement.  This  Certificate is issued under and is subject to
the terms,  provisions and conditions of the Agreement,  to which Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

        Pursuant to the terms of the Agreement,  a  distribution  will be made on the 25th day
of each  month  or, if such 25th day is not a  Business  Day,  the  Business  Day  immediately
following (the "Distribution Date"),  commencing as described in the Agreement,  to the Person
in whose name this  Certificate  is  registered  at the close of business on the  Business Day
prior to such Distribution Date (the "Record Date"),  from the related Available  Distribution
Amount  in an  amount  equal to the  product  of the  Percentage  Interest  evidenced  by this
Certificate  and the amount of interest and principal,  if any,  required to be distributed to
Holders of Class M-_ Certificates on such Distribution Date.

        Distributions  on this  Certificate  will be made either by the Master Servicer acting
on  behalf of the  Trustee  or by a Paying  Agent  appointed  by the  Trustee  in  immediately
available  funds (by wire  transfer  or  otherwise)  for the  account of the  Person  entitled
thereto if such Person shall have so notified  the Master  Servicer or such Paying  Agent,  or
by check  mailed to the  address  of the Person  entitled  thereto,  as such name and  address
shall appear on the Certificate Register.

        Notwithstanding  the above,  the final  distribution on this  Certificate will be made
after  due  notice  of the  pendency  of such  distribution  and only  upon  presentation  and
surrender  of this  Certificate  at the office or agency  appointed  by the  Trustee  for that
purpose in the City of  St. Paul,  Minnesota.  The Initial  Certificate  Principal  Balance of
this  Certificate  is set forth  above.  The  Certificate  Principal  Balance  hereof  will be
reduced  to the  extent of  distributions  allocable  to  principal  and any  Realized  Losses
allocable hereto.

        As  described  above,  any  transferee  of this  Certificate  will be  deemed  to have
represented  by virtue  of its  purchase  or  holding  of this  Certificate  (or any  interest
herein)  that  either  (a)  such  transferee  is not a Plan  or a  Plan  Investor,  (b) it has
acquired  and is  holding  this  Certificate  in  reliance  on the RFC  Exemption  and that it
understands  that  there are  certain  conditions  to the  availability  of the RFC  Exemption
including  that  this  Certificate  must be rated,  at the time of  purchase,  not lower  than
"BBB-"  (or its  equivalent)  by  Standard  & Poor's or  Moody's  or (c) the  transferee  is a
Complying  Insurance Company. In addition,  any purported  Certificate Owner whose acquisition
or holding of this  Certificate  (or any  interest  herein) was  effected in  violation of the
restrictions  in Section  5.02(e) of the  Agreement  shall  indemnify  and hold  harmless  the
Depositor,  the Trustee, the Master Servicer,  any Subservicer,  any underwriter and the Trust
Fund from and  against any and all  liabilities,  claims,  costs or expenses  incurred by such
parties as a result of such acquisition or holding.

        This Certificate is one of a duly authorized  issue of Certificates  issued in several
Classes  designated  as  Mortgage  Asset-Backed   Pass-Through   Certificates  of  the  Series
specified hereon (herein collectively called the "Certificates").

        The  Certificates  are  limited  in  right  of  payment  to  certain  collections  and
recoveries  respecting the Mortgage Loans,  all as more  specifically  set forth herein and in
the  Agreement.  In the event Master  Servicer funds are advanced with respect to any Mortgage
Loan,  such advance is  reimbursable  to the Master  Servicer,  to the extent  provided in the
Agreement,  from related  recoveries  on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.

        As  provided in the  Agreement,  withdrawals  from the  Custodial  Account  and/or the
Certificate  Account created for the benefit of  Certificateholders  may be made by the Master
Servicer from time to time for purposes other than distributions to  Certificateholders,  such
purposes including without  limitation  reimbursement to the Depositor and the Master Servicer
of advances made, or certain expenses incurred, by either of them.

        The Agreement permits, with certain exceptions therein provided,  the amendment of the
Agreement and the  modification  of the rights and  obligations of the  Depositor,  the Master
Servicer and the Trustee and the rights of the  Certificateholders  under the Agreement at any
time by the  Depositor,  the Master  Servicer  and the Trustee with the consent of the Holders
of Certificates  evidencing in the aggregate not less than 66% of the Percentage  Interests of
each  Class  of  Certificates  affected  thereby.  Any  such  consent  by the  Holder  of this
Certificate  shall be  conclusive  and binding on such  Holder and upon all future  holders of
this  Certificate  and of any  Certificate  issued  upon the  transfer  hereof or in  exchange
herefor  or in  lieu  hereof  whether  or not  notation  of such  consent  is  made  upon  the
Certificate.  The  Agreement  also  permits  the  amendment  thereof in certain  circumstances
without  the  consent of the Holders of any of the  Certificates  and,  in certain  additional
circumstances, without the consent of the Holders of certain Classes of Certificates.

        As provided in the  Agreement  and subject to certain  limitations  therein set forth,
the transfer of this  Certificate is registrable  in the  Certificate  Register upon surrender
of this Certificate for  registration of transfer at the offices or agencies  appointed by the
Trustee  in  the  City  of St.  Paul,  Minnesota,  duly  endorsed  by,  or  accompanied  by an
assignment in the form below or other written  instrument of transfer in form  satisfactory to
the  Trustee  and the  Certificate  Registrar  duly  executed  by the  Holder  hereof  or such
Holder's  attorney duly authorized in writing,  and thereupon one or more new  Certificates of
authorized  denominations  evidencing the same Class and aggregate Percentage Interest will be
issued to the designated transferee or transferees.

        The  Certificates  are issuable only as  registered  Certificates  without  coupons in
Classes and in  denominations  specified in the  Agreement.  As provided in the  Agreement and
subject to certain  limitations  therein  set forth,  Certificates  are  exchangeable  for new
Certificates of authorized  denominations  evidencing the same Class and aggregate  Percentage
Interest, as requested by the Holder surrendering the same.

        No service charge will be made for any such registration of transfer or exchange,  but
the Trustee may require  payment of a sum  sufficient  to cover any tax or other  governmental
charge payable in connection therewith.

        The Depositor,  the Master Servicer, the Trustee and the Certificate Registrar and any
agent of the Depositor,  the Master  Servicer,  the Trustee or the  Certificate  Registrar may
treat the Person in whose name this  Certificate  is  registered  as the owner  hereof for all
purposes,  and  neither the  Depositor,  the Master  Servicer,  the Trustee nor any such agent
shall be affected by notice to the contrary.

        This  Certificate  shall be governed by and construed in  accordance  with the laws of
the State of New York, without regard to the conflicts of law principles  thereof,  other than
Sections 5-1401 and 5-1402 of the New York General Obligations Law.

        The obligations  created by the Agreement in respect of the Certificates and the Trust
Fund created  thereby shall  terminate upon the payment to  Certificateholders  of all amounts
held  by or on  behalf  of the  Trustee  and  required  to be paid  to  them  pursuant  to the
Agreement  following  the  earlier  of (i) the  maturity  or  other  liquidation  of the  last
Mortgage Loan subject  thereto or the  disposition of all property  acquired upon  foreclosure
or deed in lieu of  foreclosure  of any Mortgage  Loan,  and (ii) the purchase by  Residential
Funding  Corporation  or its designee from the Trust Fund of all remaining  Mortgage Loans and
all property  acquired in respect of such Mortgage Loans,  thereby  effecting early retirement
of the  related  Certificates.  The  Agreement  permits,  but  does not  require,  Residential
Funding  Corporation  or its designee (i) to purchase,  at a price  determined  as provided in
the  Agreement,  all  remaining  Mortgage  Loans and all  property  acquired in respect of any
Mortgage  Loan or (ii) subject to the terms of the  Agreement,  to purchase in whole,  but not
in part,  all of the Class A, Class M and Class B-1  Certificates  from the  Holders  thereof,
provided,  that any such  option  may only be  exercised  if the  aggregate  Stated  Principal
Balance of the  Mortgage  Loans,  as of the  Distribution  Date upon which the proceeds of any
such purchase are  distributed is less than ten percent of the Cut-off Date Principal  Balance
of the Mortgage Loans.

        Unless the certificate of  authentication  hereon has been executed by the Certificate
Registrar,  by manual  signature,  this Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose.







        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.


                                            U.S. BANK NATIONAL ASSOCIATION,
                                                    as Trustee


                                            By: __________________________
                                                    Authorized Signatory


Dated: ________ __, 2006

                                CERTIFICATE OF AUTHENTICATION

        This is one of the Class M Certificates referred to in the within-mentioned Agreement.

                                            U.S. BANK NATIONAL ASSOCIATION,
                                                    as Certificate Registrar


                                            By: __________________________
                                                    Authorized Signatory






                                          ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


(Please  print or  typewrite  name and  address  including  postal zip code of  assignee)  the
beneficial  interest  evidenced  by the within Trust  Certificate  and hereby  authorizes  the
transfer of  registration  of such  interest to  assignee on the  Certificate  Register of the
Trust Fund.

        I (We) further direct the  Certificate  Registrar to issue a new Certificate of a like
denomination  and Class,  to the above named  assignee  and deliver  such  Certificate  to the
following address:



Dated:_____________________                          __________________________________
                                                     Signature by or on behalf of assignor

                                                            __________________________________
                                                     Signature Guaranteed


                                  DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of distribution:

        Distributions shall be made, by wire transfer or otherwise,  in immediately  available
funds to

for the account of
account number
or, if mailed by check, to                                                                   .

        Applicable statements should be mailed to:

                                                                                             .

        This  information  is provided by  ___________________________________,  the  assignee
named above, or ______________________________, as its agent.










                                          EXHIBIT C

                                 FORM OF CLASS B CERTIFICATE

        THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND M
CERTIFICATES, AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.

        SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") COUPLED
WITH THE RIGHT TO RECEIVE PAYMENTS UNDER THE YIELD MAINTENANCE AGREEMENT.

        THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED
UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN
TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE
LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT (THE "AGREEMENT").

        NO TRANSFER OF THIS CERTIFICATE (OR ANY INTEREST HEREIN) MAY BE MADE TO ANY PERSON,
UNLESS THE TRANSFEREE PROVIDES THE TRUSTEE, THE DEPOSITOR AND THE MASTER SERVICER WITH
EITHER (A) A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR (B) AN OPINION OF
COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE, THE DEPOSITOR
AND THE MASTER SERVICER TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT
ENACTMENTS) AND WILL NOT SUBJECT THE TRUSTEE, THE DEPOSITOR OR THE MASTER SERVICER TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS AND LIABILITIES UNDER ERISA OR SECTION 4975
OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL
SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE DEPOSITOR OR THE MASTER SERVICER.










------------------------------------------------ ----------------------------------------------
Class B-[_]                                      Certificate No. 1
------------------------------------------------ ----------------------------------------------
------------------------------------------------ ----------------------------------------------
Date of Pooling and Servicing                    Adjustable Pass-Through Rate
Agreement and Cut-off Date:
February 1, 2006                                 Percentage Interest: 100%
------------------------------------------------ ----------------------------------------------
------------------------------------------------ ----------------------------------------------
First Distribution Date:                         Aggregate Initial Certificate Principal
March 27, 2006                                   Balance of the Class B-[__]
                                                 Certificates: $[__________]
Master Servicer:
Residential Funding Corporation
------------------------------------------------ ----------------------------------------------
------------------------------------------------ ----------------------------------------------
Final Scheduled Distribution Date:               Initial Certificate Principal
February 25, 2036                                Balance of this Class B-[__] Certificate:
                                                 $[________]
                                                 CUSIP: [__________]
Maturity Date:
February 25, 2036
------------------------------------------------ ----------------------------------------------

                       MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                       SERIES 2006-NC2

               evidencing a percentage interest in the distributions allocable
               to the Class B-[_] Certificates with respect to a Trust Fund
               consisting primarily of a pool of conventional one- to
               four-family fixed and adjustable interest rate, first and junior
               lien mortgage loans sold by RESIDENTIAL ASSET MORTGAGE
               PRODUCTS, INC.

        This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Residential Asset Mortgage Products, Inc., the
Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their
affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality or by Residential Asset Mortgage
Products, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of
their affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group, Inc. or
any of their affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.

        This certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Certificate in certain distributions with respect to the Trust Fund
consisting primarily of an interest in a pool of conventional one- to four-family fixed and
adjustable interest rate, first and junior lien mortgage loans (the "Mortgage Loans"), sold
by Residential Asset Mortgage Products, Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as specified above (the
"Agreement") among the Depositor, the Master Servicer and U.S. Bank National Association, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used herein have
the meanings assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

        Pursuant to the terms of the Agreement, a distribution will be made on the 25th day
of each month or, if such 25th day is not a Business Day, the Business Day immediately
following (the "Distribution Date"), commencing as described in the Agreement, to the Person
in whose name this Certificate is registered at the close of business on the Business Day
prior to such Distribution Date (the "Record Date"), from the related Available Distribution
Amount  in an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount of interest and principal, if any, required to be distributed to
Holders of Class B-1 Certificates on such Distribution Date.

        Distributions on this Certificate will be made either by the Master Servicer acting
on behalf of the Trustee or by a Paying Agent appointed by the Trustee in immediately
available funds (by wire transfer or otherwise) for the account of the Person entitled
thereto if such Person shall have so notified the Master Servicer or such Paying Agent, or
by check mailed to the address of the Person entitled thereto, as such name and address
shall appear on the Certificate Register.

        Notwithstanding the above, the final distribution on this Certificate will be made
after due notice of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the Trustee for that
purpose in the City of St. Paul, Minnesota. The Initial Certificate Principal Balance of
this Certificate is set forth above. The Certificate Principal Balance hereof will be
reduced to the extent of the distributions allocable to principal and any Realized Losses
allocable hereto.

        No transfer of this Class B-[__] Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as amended, and any
applicable state securities laws or is made in accordance with said Act and laws. In the
event that such a transfer is to be made, (i) the Trustee or the Depositor may require an
opinion of counsel acceptable to and in form and substance satisfactory to the Trustee and
the Depositor that such transfer is exempt (describing the applicable exemption and the
basis therefor) from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state and (ii) the
transferee shall execute an investment letter in the form described by the  Agreement;
provided that if this Certificate is held by a Depository; the Transferee will be deemed to
have made the representations set forth on such investment letter. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Master Servicer and the Certificate Registrar acting on behalf of the Trustee
against any liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws.

        As described above, no transfer of this Certificate (or any interest herein) shall be
made unless the transferee provides the Trustee, the Depositor and the Master Servicer with
either (a) a certification pursuant to Section 5.02(e) of the Agreement stating that either
(i) the transferee is not an employee benefit or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code (each, a "Plan"), or any Person
(including, without limitation, an investment manager, a named fiduciary or a trustee of any
Plan) who is using "plan assets," within the meaning of the U.S. Department of Labor
regulation promulgated at 29 C.F.R.ss.2510.3-101, of any Plan (each, a "Plan Investor") to
effect such acquisition or (ii) the transferee is an insurance company, the source of funds
used to purchase or hold this Certificate (or any interest herein) is an "insurance company
general account" (as defined in U.S. Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60), and the conditions set forth in Sections I and III of PTCE 95-60
have been satisfied or (b) an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee, the Depositor and the Master Servicer to the effect that the
purchase and holding of this Certificate is permissible under applicable law, will not
constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code (or comparable provisions of any subsequent enactments), and will
not subject the Trustee, the Depositor or the Master Servicer to any obligation or liability
(including obligations and liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in the Agreement, which opinion of counsel shall not be an expense of
the Trustee, the Depositor or the Master Servicer.

        This Certificate is one of a duly authorized issue of Certificates issued in several
Classes designated as Mortgage Asset-Backed Pass-Through Certificates of the Series
specified hereon (herein collectively called the "Certificates").

        The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in
the Agreement. In the event Master Servicer funds are advanced with respect to any Mortgage
Loan, such advance is reimbursable to the Master Servicer, to the extent provided in the
Agreement, from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.

        As provided in the Agreement, withdrawals from the Custodial Account and/or the
Certificate Account created for the benefit of Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions to Certificateholders, such
purposes including without limitation reimbursement to the Depositor and the Master Servicer
of advances made, or certain expenses incurred, by either of them.

        The Agreement permits, with certain exceptions therein provided, the amendment of the
Agreement and the modification of the rights and obligations of the Depositor, the Master
Servicer and the Trustee and the rights of the Certificateholders under the Agreement from
time to time by the Depositor, the Master Servicer and the Trustee with the consent of the
Holders of Certificates evidencing in the aggregate not less than 66.6% of the Percentage
Interests of each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all future holders
of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the
Certificate. The Agreement also permits the amendment thereof in certain circumstances
without the consent of the Holders of any of the Certificates and, in certain additional
circumstances, without the consent of the Holders of certain Classes of Certificates.

        As provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register upon surrender
of this Certificate for registration of transfer at the offices or agencies appointed by the
Trustee in the City of St. Paul, Minnesota, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form satisfactory to
the Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of
authorized denominations evidencing the same Class and aggregate Percentage Interest will be
issued to the designated transferee or transferees.

        The Certificates are issuable only as registered Certificates without coupons in
Classes and in denominations specified in the Agreement.  As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of authorized denominations evidencing the same Class and aggregate Percentage
Interest, as requested by the Holder surrendering the same.

        No service charge will be made for any such registration of transfer or exchange, but
the Trustee may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.

        The Depositor, the Master Servicer, the Trustee and the Certificate Registrar and any
agent of the Depositor, the Master Servicer, the Trustee or the Certificate Registrar may
treat the Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Master Servicer, the Trustee nor any such agent
shall be affected by notice to the contrary.

        This Certificate shall be governed by and construed in accordance with the laws of
the State of New York, without regard to the conflicts of law principles thereof, other than
Sections 5-1401 and 5-1402 of the New York General Obligations Law.

        The obligations created by the Agreement in respect of the Certificates and the Trust
Fund created thereby shall terminate upon the payment to Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the maturity or other liquidation of the last
Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure
or deed in lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Master
Servicer from the Trust Fund of all remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans, thereby effecting early retirement of the Certificates. The
Agreement permits, but does not require, the Master Servicer to purchase, at a price
determined as provided in the Agreement, all remaining Mortgage Loans and all property
acquired in respect of any Mortgage Loan or (ii) subject to the Agreement, to purchase in
whole, but not in part, all of the Class A, Class M and Class B-1 Certificates from the
Holders thereof, provided, that any such option may only be exercised if the aggregate
Stated Principal Balance of the Mortgage Loans, as of the Distribution Date upon which the
proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date
Principal Balance of the Mortgage Loans.

        Unless the certificate of authentication hereon has been executed by the Certificate
Registrar, by manual signature, this Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose.







        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

                                            U.S. BANK NATIONAL ASSOCIATION,
                                                     as Trustee



                                            By:  .............................................
                                                     Authorized Signatory
Dated: __________, 2006

                                CERTIFICATE OF AUTHENTICATION

        This is one of the Class B-[__] Certificates referred to in the within-mentioned
Agreement.

                                            U.S. BANK NATIONAL ASSOCIATION,
                                                     as Certificate Registrar



                                            By:  .............................................
                                                     Authorized Signatory







                                          ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


(Please print or typewrite name and address including postal zip code of assignee) the
beneficial interest evidenced by the within Trust Certificate and hereby authorizes the
transfer of registration of such interest to assignee on the Certificate Register of the
Trust Fund.

        I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the
following address:

Dated:_____________________                 __________________________________
                                                   Signature by or on behalf of assignor

                                                   __________________________________
                                                   Signature Guaranteed


                                  DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of distribution:

        Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to

for the account of
account number
or, if mailed by check, to                                                                    .

        Applicable statements should be mailed to:

                                                                                              .

        This information is provided by ___________________________________, the assignee
named above, or ______________________________, as its agent










                                          EXHIBIT D

                                 FORM OF CLASS SB CERTIFICATE

THIS  CERTIFICATE IS  SUBORDINATED  IN RIGHT OF PAYMENT TO THE CLASS A  CERTIFICATES,  CLASS M
AND CLASS B-1 CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).

SOLELY FOR U.S.  FEDERAL INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "REGULAR  INTEREST" IN A
"REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT," AS THOSE TERMS ARE  DEFINED,  RESPECTIVELY,  IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("THE CODE").

THIS  CERTIFICATE  HAS NOT BEEN AND WILL NOT BE REGISTERED  UNDER THE  SECURITIES ACT OF 1933,
AS AMENDED,  OR THE SECURITIES  LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED  UNLESS
IT IS  REGISTERED  PURSUANT  TO SUCH ACT AND LAWS OR IS SOLD OR  TRANSFERRED  IN  TRANSACTIONS
WHICH ARE  EXEMPT  FROM  REGISTRATION  UNDER  SUCH ACT AND UNDER  APPLICABLE  STATE LAW AND IS
TRANSFERRED  IN  ACCORDANCE  WITH THE  PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT (THE "AGREEMENT").

NO TRANSFER OF THIS  CERTIFICATE  (OR ANY INTEREST  HEREIN) MAY BE MADE TO ANY PERSON,  UNLESS
THE TRANSFEREE  PROVIDES THE TRUSTEE,  THE DEPOSITOR AND THE MASTER SERVICER WITH EITHER (A) A
CERTIFICATION  PURSUANT  TO  SECTION  5.02(e)  OF THE  AGREEMENT  OR (B) AN OPINION OF COUNSEL
ACCEPTABLE TO AND IN FORM AND  SUBSTANCE  SATISFACTORY  TO THE TRUSTEE,  THE DEPOSITOR AND THE
MASTER  SERVICER  TO THE  EFFECT  THAT  THE  PURCHASE  AND  HOLDING  OF  THIS  CERTIFICATE  IS
PERMISSIBLE  UNDER  APPLICABLE  LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT  PROHIBITED
TRANSACTION  UNDER  SECTION 406 OF THE EMPLOYEE  RETIREMENT  INCOME  SECURITY ACT OF 1974,  AS
AMENDED  ("ERISA"),  OR SECTION 4975 OF THE CODE (OR  COMPARABLE  PROVISIONS OF ANY SUBSEQUENT
ENACTMENTS)  AND WILL NOT SUBJECT THE TRUSTEE,  THE  DEPOSITOR  OR THE MASTER  SERVICER TO ANY
OBLIGATION OR LIABILITY  (INCLUDING  OBLIGATIONS AND  LIABILITIES  UNDER ERISA OR SECTION 4975
OF THE CODE) IN  ADDITION  TO THOSE  UNDERTAKEN  IN THE  AGREEMENT,  WHICH  OPINION OF COUNSEL
SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE DEPOSITOR OR THE MASTER SERVICER.








Certificate No. __                             Variable Pass-Through Rate

Class SB Subordinate

Date of Pooling and Servicing                  Percentage Interest: ___%
and Cut-off Date:
February 1, 2006

First Distribution Date:                       Aggregate Initial Certificate Principal Balance
March 27, 2006                                 of the Class SB Certificates:
                                               $________

Master Servicer:                               Initial Certificate Principal Balance
Residential Funding Corporation                of this Certificate: $________

Final Scheduled Distribution Date:             CUSIP: ________
_________ __, 20__

Maturity Date:
_________ __, 20__

                       MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                       SERIES 2006-NC2

               evidencing a percentage  interest in the distributions  allocable
               to the  Class  SB  Certificates  with  respect  to a  Trust  Fund
               consisting   primarily  of  a  pool  of   conventional   one-  to
               four-family fixed and adjustable  interest rate, first and junior
               lien  mortgage   loans  sold  by   RESIDENTIAL   ASSET   MORTGAGE
               PRODUCTS, INC.

        This  Certificate  is payable  solely from the assets of the Trust Fund,  and does not
represent an obligation of or interest in  Residential  Asset  Mortgage  Products,  Inc.,  the
Master  Servicer,  the Trustee  referred  to below or any of their  affiliates.  Neither  this
Certificate  nor the underlying  Mortgage Loans are guaranteed or insured by any  governmental
agency or  instrumentality  or by  Residential  Asset  Mortgage  Products,  Inc.,  the  Master
Servicer, the Trustee or any of their affiliates.  None of the Depositor,  the Master Servicer
or any of their  affiliates  will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.

        This  certifies  that  ________ is the  registered  owner of the  Percentage  Interest
evidenced  by this  Certificate  in  certain  distributions  with  respect  to the Trust  Fund
consisting  primarily of an interest in a pool of conventional  one- to four-family  fixed and
adjustable  interest rate first and junior lien mortgage  loans (the "Mortgage  Loans"),  sold
by Residential Asset Mortgage Products,  Inc.  (hereinafter called the "Depositor," which term
includes any  successor  entity  under the  Agreement  referred to below).  The Trust Fund was
created  pursuant  to a  Pooling  and  Servicing  Agreement  dated  as  specified  above  (the
"Agreement") among the Depositor,  the Master Servicer and U.S. Bank National Association,  as
trustee (the  "Trustee"),  a summary of certain of the  pertinent  provisions  of which is set
forth  hereafter.  To the extent not defined herein,  the  capitalized  terms used herein have
the meanings  assigned in the  Agreement.  This  Certificate is issued under and is subject to
the terms,  provisions and conditions of the Agreement,  to which Agreement the Holder of this
Certificate by virtue of the acceptance hereof, assents and by which such Holder is bound.

        Pursuant to the terms of the Agreement,  a  distribution  will be made on the 25th day
of each  month  or, if such 25th day is not a  Business  Day,  the  Business  Day  immediately
following (the "Distribution Date"),  commencing as described in the Agreement,  to the Person
in whose name this  Certificate  is  registered  at the close of business on the last Business
Day of the month next preceding the month in which the related  Distribution  Date occurs (the
"Record  Date"),  from the related  Available  Distribution  Amount in an amount  equal to the
product of the Percentage  Interest  evidenced by this  Certificate and the amount of interest
and  principal,  if any,  required to be distributed  to Holders of Class SB  Certificates  on
such Distribution Date.

        Distributions  on this  Certificate  will be made either by the Master Servicer acting
on  behalf of the  Trustee  or by a Paying  Agent  appointed  by the  Trustee  in  immediately
available  funds (by wire  transfer  or  otherwise)  for the  account of the  Person  entitled
thereto if such Person shall have so notified  the Master  Servicer or such Paying  Agent,  or
by check  mailed to the  address  of the Person  entitled  thereto,  as such name and  address
shall appear on the Certificate Register.

        Notwithstanding  the above,  the final  distribution on this  Certificate will be made
after  due  notice  of the  pendency  of such  distribution  and only  upon  presentation  and
surrender  of this  Certificate  at the office or agency  appointed  by the  Trustee  for that
purpose in the City of St. Paul,  Minnesota.  The Notional Amount of this Class SB Certificate
as of any  date of  determination  will be  calculated  as  described  in the  Agreement.  The
Notional  Amount  hereof  will  be  reduced  by  interest  shortfalls  on the  Mortgage  Loans
including any Prepayment Interest  Shortfalls not covered by Compensating  Interest or related
Excess  Cash  Flow,  and the  interest  portion of any  Realized  Losses  incurred  in respect
thereof.  This Class SB  Certificate  will  accrue  interest at the  Pass-Through  Rate on the
Notional  Amount as  indicated  in the  definition  of  Accrued  Certificate  Interest  in the
Agreement.  This Class SB Certificate  will not accrue interest on its  Certificate  Principal
Balance.

        No transfer of this Class SB  Certificate  will be made unless such transfer is exempt
from the  registration  requirements  of the  Securities  Act of  1933,  as  amended,  and any
applicable  state  securities  laws or is made in  accordance  with said Act and laws.  In the
event that such a transfer  is to be made,  (i) the  Trustee or the  Depositor  may require an
opinion of counsel  acceptable  to and in form and substance  satisfactory  to the Trustee and
the  Depositor  that such  transfer is exempt  (describing  the  applicable  exemption and the
basis  therefor)  from or is being  made  pursuant  to the  registration  requirements  of the
Securities Act of 1933, as amended,  and of any  applicable  statute of any state and (ii) the
transferee  shall execute an investment  letter in the form  described by the  Agreement.  The
Holder hereof  desiring to effect such  transfer  shall,  and does hereby agree to,  indemnify
the Trustee,  the  Depositor,  the Master  Servicer and the  Certificate  Registrar  acting on
behalf of the Trustee  against any liability  that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws.

        As described  above, no transfer of this Certificate (or any interest herein) shall be
made unless the transferee  provides the Trustee,  the Depositor and the Master  Servicer with
either (a) a  certification  pursuant to Section  5.02(e) of the  Agreement  stating  that the
transferee  is not an employee  benefit or other plan  subject to the  prohibited  transaction
provisions of ERISA or Section 4975 of the Code (each,  a "Plan"),  or any Person  (including,
without  limitation,  an insurance  company  investing  its general  accounts,  an  investment
manager,  a named  fiduciary or a trustee of any Plan) who is using "plan assets,"  within the
meaning of the U.S. Department of Labor regulation  promulgated at 29 C.F.R.ss.2510.3-101,  of
any Plan (each,  a "Plan  Investor") to effect such  acquisition  or (b) an opinion of counsel
acceptable to and in form and  substance  satisfactory  to the Trustee,  the Depositor and the
Master  Servicer  to the  effect  that  the  purchase  and  holding  of  this  Certificate  is
permissible  under  applicable  law, will not constitute or result in a non-exempt  prohibited
transaction  under Section 406 of ERISA or Section 4975 of the Code (or comparable  provisions
of any subsequent  enactments),  and will not subject the Trustee, the Depositor or the Master
Servicer to any obligation or liability  (including  obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those  undertaken in the Agreement,  which opinion of
counsel shall not be an expense of the Trustee, the Depositor or the Master Servicer.

        This Certificate is one of a duly authorized  issue of Certificates  issued in several
Classes  designated  as  Mortgage  Asset-Backed   Pass-Through   Certificates  of  the  Series
specified hereon (herein collectively called the "Certificates").

        The  Certificates  are  limited  in  right  of  payment  to  certain  collections  and
recoveries  respecting the Mortgage Loans,  all as more  specifically  set forth herein and in
the  Agreement.  In the event Master  Servicer funds are advanced with respect to any Mortgage
Loan,  such advance is  reimbursable  to the Master  Servicer,  to the extent  provided in the
Agreement,  from related  recoveries  on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.

        As  provided in the  Agreement,  withdrawals  from the  Custodial  Account  and/or the
Certificate  Account created for the benefit of  Certificateholders  may be made by the Master
Servicer from time to time for purposes other than distributions to  Certificateholders,  such
purposes including without  limitation  reimbursement to the Depositor and the Master Servicer
of advances made, or certain expenses incurred, by either of them.

        The Agreement permits, with certain exceptions therein provided,  the amendment of the
Agreement and the  modification  of the rights and  obligations of the  Depositor,  the Master
Servicer and the Trustee and the rights of the  Certificateholders  under the  Agreement  from
time to time by the  Depositor,  the Master  Servicer  and the Trustee with the consent of the
Holders  of  Certificates  evidencing  in the  aggregate  not less than 66% of the  Percentage
Interests of each Class of Certificates  affected  thereby.  Any such consent by the Holder of
this  Certificate  shall be conclusive  and binding on such Holder and upon all future holders
of this  Certificate  and of any  Certificate  issued upon the transfer  hereof or in exchange
herefor  or in  lieu  hereof  whether  or not  notation  of such  consent  is  made  upon  the
Certificate.  The  Agreement  also  permits  the  amendment  thereof in certain  circumstances
without  the  consent of the Holders of any of the  Certificates  and,  in certain  additional
circumstances, without the consent of the Holders of certain Classes of Certificates.

        As provided in the  Agreement  and subject to certain  limitations  therein set forth,
the transfer of this  Certificate is registrable  in the  Certificate  Register upon surrender
of this Certificate for  registration of transfer at the offices or agencies  appointed by the
Trustee  in  the  City  of St.  Paul,  Minnesota,  duly  endorsed  by,  or  accompanied  by an
assignment in the form below or other written  instrument of transfer in form  satisfactory to
the  Trustee  and the  Certificate  Registrar  duly  executed  by the  Holder  hereof  or such
Holder's  attorney duly authorized in writing,  and thereupon one or more new  Certificates of
authorized  denominations  evidencing the same Class and aggregate Percentage Interest will be
issued to the designated transferee or transferees.

        The  Certificates  are issuable only as  registered  Certificates  without  coupons in
Classes and in  denominations  specified in the  Agreement.  As provided in the  Agreement and
subject to certain  limitations  therein  set forth,  Certificates  are  exchangeable  for new
Certificates of authorized  denominations  evidencing the same Class and aggregate  Percentage
Interest, as requested by the Holder surrendering the same.

        No service charge will be made for any such registration of transfer or exchange,  but
the Trustee may require  payment of a sum  sufficient  to cover any tax or other  governmental
charge payable in connection therewith.

        The Depositor,  the Master Servicer,  the Trustee,  the Certificate  Registrar and any
agent of the Depositor,  the Master  Servicer,  the Trustee or the  Certificate  Registrar may
treat the Person in whose name this  Certificate  is  registered  as the owner  hereof for all
purposes,  and  neither the  Depositor,  the Master  Servicer,  the Trustee nor any such agent
shall be affected by notice to the contrary.

        This  Certificate  shall be governed by and construed in  accordance  with the laws of
the State of New York, without regard to the conflicts of law principles  thereof,  other than
Sections 5-1401 and 5-1402 of the New York General Obligations Law.

        The obligations  created by the Agreement in respect of the Certificates and the Trust
Fund created  thereby shall  terminate upon the payment to  Certificateholders  of all amounts
held  by or on  behalf  of the  Trustee  and  required  to be paid  to  them  pursuant  to the
Agreement  following  the  earlier  of (i) the  maturity  or  other  liquidation  of the  last
Mortgage Loan subject  thereto or the  disposition of all property  acquired upon  foreclosure
or deed in lieu of  foreclosure  of any Mortgage  Loan,  and (ii) the purchase by  Residential
Funding  Corporation  or its designee from the Trust Fund of all remaining  Mortgage Loans and
all property  acquired in respect of such Mortgage Loans,  thereby  effecting early retirement
of the  related  Certificates.  The  Agreement  permits,  but  does not  require,  Residential
Funding  Corporation  or its designee (i) to purchase,  at a price  determined  as provided in
the  Agreement,  all  remaining  Mortgage  Loans and all  property  acquired in respect of any
Mortgage  Loan or (ii) subject to the terms of the  Agreement,  to purchase in whole,  but not
in part,  all of the Class A, Class M and Class B-1  Certificates  from the  Holders  thereof,
provided,  that any such  option  may only be  exercised  if the  aggregate  Stated  Principal
Balance of the  Mortgage  Loans,  as of the  Distribution  Date upon which the proceeds of any
such purchase are  distributed is less than ten percent of the Cut-off Date Principal  Balance
of the Mortgage Loans.

        Unless the certificate of  authentication  hereon has been executed by the Certificate
Registrar by manual  signature,  this  Certificate  shall not be entitled to any benefit under
the Agreement or be valid for any purpose.







        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.


                                            U.S. BANK NATIONAL ASSOCIATION,
                                                    as Trustee


                                            By:
                                                    Authorized Signatory

Dated: ________ __, 2006

                                CERTIFICATE OF AUTHENTICATION

        This  is  one  of the  Class  SB  Certificates  referred  to in  the  within-mentioned
Agreement.

                                            U.S. BANK NATIONAL ASSOCIATION,
                                                    as Certificate Registrar


                                            By:  _______________________________
                                                    Authorized Signatory










                                          ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


(Please  print or  typewrite  name and  address  including  postal zip code of  assignee)  the
beneficial  interest  evidenced  by the within Trust  Certificate  and hereby  authorizes  the
transfer of  registration  of such  interest to  assignee on the  Certificate  Register of the
Trust Fund.

        I (We) further direct the  Certificate  Registrar to issue a new Certificate of a like
denomination  and Class,  to the above named  assignee  and deliver  such  Certificate  to the
following address:



Dated:_____________________                          __________________________________
                                                     Signature by or on behalf of assignor

                                                            __________________________________
                                                     Signature Guaranteed


                                  DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of distribution:

        Distributions shall be made, by wire transfer or otherwise,  in immediately  available
funds to

for the account of
account number
or, if mailed by check, to                                                                   .

        Applicable statements should be mailed to:

                                                                                             .

        This  information  is provided by  ___________________________________,  the  assignee
named above, or ______________________________, as its agent.







                                          EXHIBIT E

                                FORM OF CLASS R-__ CERTIFICATE

THE CLASS R-__  CERTIFICATE  WILL NOT BE  ENTITLED  TO  PAYMENTS  CONSTITUTING  THE  AVAILABLE
DISTRIBUTION  AMOUNT  UNTIL SUCH TIME AS  DESCRIBED  IN THE  POOLING AND  SERVICING  AGREEMENT
REFERRED TO HEREIN (THE "AGREEMENT").

THIS  CERTIFICATE  MAY  NOT BE HELD BY OR  TRANSFERRED  TO A  NON-UNITED  STATES  PERSON  OR A
DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "RESIDUAL  INTEREST" IN A
"REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT" AS THOSE  TERMS ARE  DEFINED,  RESPECTIVELY,  IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

THIS  CERTIFICATE  HAS NOT BEEN AND WILL NOT BE REGISTERED  UNDER THE  SECURITIES ACT OF 1933,
AS AMENDED,  OR THE SECURITIES  LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED  UNLESS
IT IS  REGISTERED  PURSUANT  TO SUCH ACT AND LAWS OR IS SOLD OR  TRANSFERRED  IN  TRANSACTIONS
WHICH ARE  EXEMPT  FROM  REGISTRATION  UNDER  SUCH ACT AND UNDER  APPLICABLE  STATE LAW AND IS
TRANSFERRED  IN  ACCORDANCE  WITH THE  PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT (THE "AGREEMENT").

NO TRANSFER OF THIS  CERTIFICATE  (OR ANY INTEREST  HEREIN) MAY BE MADE TO ANY PERSON,  UNLESS
THE TRANSFEREE  PROVIDES THE TRUSTEE,  THE DEPOSITOR AND THE MASTER SERVICER WITH EITHER (A) A
CERTIFICATION  PURSUANT  TO  SECTION  5.02(e)  OF THE  AGREEMENT  OR (B) AN OPINION OF COUNSEL
ACCEPTABLE TO AND IN FORM AND  SUBSTANCE  SATISFACTORY  TO THE TRUSTEE,  THE DEPOSITOR AND THE
MASTER  SERVICER  TO THE  EFFECT  THAT  THE  PURCHASE  AND  HOLDING  OF  THIS  CERTIFICATE  IS
PERMISSIBLE  UNDER  APPLICABLE  LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT  PROHIBITED
TRANSACTION  UNDER  SECTION 406 OF THE EMPLOYEE  RETIREMENT  INCOME  SECURITY ACT OF 1974,  AS
AMENDED  ("ERISA"),  OR SECTION 4975 OF THE CODE (OR  COMPARABLE  PROVISIONS OF ANY SUBSEQUENT
ENACTMENTS)  AND WILL NOT SUBJECT THE TRUSTEE,  THE  DEPOSITOR  OR THE MASTER  SERVICER TO ANY
OBLIGATION OR LIABILITY  (INCLUDING  OBLIGATIONS AND  LIABILITIES  UNDER ERISA OR SECTION 4975
OF THE CODE) IN  ADDITION  TO THOSE  UNDERTAKEN  IN THE  AGREEMENT,  WHICH  OPINION OF COUNSEL
SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE DEPOSITOR OR THE MASTER SERVICER.

ANY  RESALE,  TRANSFER  OR  OTHER  DISPOSITION  OF THIS  CERTIFICATE  MAY BE MADE  ONLY IF THE
PROPOSED  TRANSFEREE  PROVIDES A TRANSFER  AFFIDAVIT  TO THE MASTER  SERVICER  AND THE TRUSTEE
THAT (1) SUCH  TRANSFEREE  IS NOT (A) THE UNITED  STATES,  ANY STATE OR POLITICAL  SUBDIVISION
THEREOF,  ANY  FOREIGN  GOVERNMENT,   ANY  INTERNATIONAL   ORGANIZATION,   OR  ANY  AGENCY  OR
INSTRUMENTALITY  OF ANY OF THE  FOREGOING,  (B) ANY  ORGANIZATION  (OTHER  THAN A  COOPERATIVE
DESCRIBED  IN SECTION  521 OF THE CODE)  WHICH IS EXEMPT  FROM THE TAX IMPOSED BY CHAPTER 1 OF
THE CODE  UNLESS SUCH  ORGANIZATION  IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE,
(C) ANY  ORGANIZATION  DESCRIBED  IN  SECTION  1381(a)(2)(C)  OF THE CODE,  (ANY  SUCH  PERSON
DESCRIBED  IN  THE  FOREGOING  CLAUSES  (A),  (B)  OR  (C)  BEING  HEREIN  REFERRED  TO  AS  A
"DISQUALIFIED  ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED  ORGANIZATION,  (2) NO PURPOSE
OF SUCH TRANSFER IS TO IMPEDE THE  ASSESSMENT  OR  COLLECTION  OF TAX AND (3) SUCH  TRANSFEREE
SATISFIES

CERTAIN  ADDITIONAL   CONDITIONS   RELATING  TO  THE  FINANCIAL   CONDITION  OF  THE  PROPOSED
TRANSFEREE.  NOTWITHSTANDING  THE  REGISTRATION IN THE  CERTIFICATE  REGISTER OR ANY TRANSFER,
SALE OR OTHER  DISPOSITION OF THIS  CERTIFICATE TO A DISQUALIFIED  ORGANIZATION OR AN AGENT OF
A  DISQUALIFIED  ORGANIZATION,  SUCH  REGISTRATION  SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT  WHATSOEVER  AND SUCH  PERSON  SHALL NOT BE DEEMED  TO BE A  CERTIFICATEHOLDER  FOR ANY
PURPOSE  HEREUNDER,  INCLUDING,  BUT NOT  LIMITED  TO, THE  RECEIPT OF  DISTRIBUTIONS  ON THIS
CERTIFICATE.  EACH HOLDER OF THIS  CERTIFICATE  BY  ACCEPTANCE  OF THIS  CERTIFICATE  SHALL BE
DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.








Class R-__                                       Certificate No. __
Date of Pooling and Servicing                    Percentage Interest: __%
Agreement and Cut-off Date:
February 1, 2006
First Distribution Date:                         Initial Certificate Principal
March 27, 2006                                   Balance of this Certificate: $______
Master Servicer:
Residential Funding Corporation

                       MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                       SERIES 2006-NC2

               evidencing a percentage  interest in any distributions  allocable
               to the Class  R-__  Certificates  with  respect to the Trust Fund
               consisting   primarily  of  a  pool  of   conventional   one-  to
               four-family fixed and adjustable  interest rate, first and junior
               lien  mortgage   loans  sold  by  RESIDENTIAL   ASSET   MORTGAGE.
               PRODUCTS, INC.

        This  Certificate  is  payable  solely  from the assets of the Trust Fund and does not
represent an obligation of or interest in  Residential  Asset  Mortgage  Products,  Inc.,  the
Master  Servicer,  the Trustee  referred  to below or any of their  affiliates.  Neither  this
Certificate  nor the underlying  Mortgage Loans are guaranteed or insured by any  governmental
agency or  instrumentality  or by  Residential  Asset  Mortgage  Products,  Inc.,  the  Master
Servicer, the Trustee or any of their affiliates.  None of the Depositor,  the Master Servicer
or any of their  affiliates  will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.

        This certifies that  ___________  is the registered  owner of the Percentage  Interest
evidenced  by this  Certificate  in  certain  distributions  with  respect  to the Trust  Fund
consisting  primarily  of a pool of  conventional  one- to  four-family  fixed and  adjustable
interest  rate,  first  and  junior  lien  mortgage  loans  (the  "Mortgage  Loans"),  sold by
Residential Asset Mortgage  Products,  Inc.  (hereinafter  called the "Depositor,"  which term
includes any  successor  entity  under the  Agreement  referred to below).  The Trust Fund was
created  pursuant  to a  Pooling  and  Servicing  Agreement  dated  as  specified  above  (the
"Agreement) among the Depositor,  the Master Servicer and U.S. Bank National  Association,  as
trustee (the  "Trustee"),  a summary of certain of the  pertinent  provisions  of which is set
forth  hereafter.  To the extent not defined herein,  the  capitalized  terms used herein have
the meanings  assigned in the  Agreement.  This  Certificate is issued under and is subject to
the terms,  provisions and conditions of the Agreement,  to which Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

        Pursuant to the terms of the Agreement,  a  distribution  will be made on the 25th day
of each  month  or, if such 25th day is not a  Business  Day,  the  Business  Day  immediately
following (the "Distribution Date"),  commencing as described in the Agreement,  to the Person
in whose name this  Certificate  is  registered  at the close of business on the last Business
Day of the month next preceding the month in which the related  Distribution  Date occurs (the
"Record  Date"),  from the related  Available  Distribution  Amount in an amount  equal to the
product of the Percentage  Interest  evidenced by this  Certificate and the amount of interest
and principal,  if any,  required to be distributed to Holders of Class R-__  Certificates  on
such Distribution Date.

        Each  Holder of this  Certificate  will be  deemed  to have  agreed to be bound by the
restrictions  set  forth in the  Agreement  to the  effect  that (i) each  person  holding  or
acquiring  any  Ownership  Interest in this  Certificate  must be a United States Person and a
Permitted  Transferee,  (ii) the transfer of any Ownership  Interest in this  Certificate will
be  conditioned  upon the delivery to the Trustee of, among other things,  an affidavit to the
effect that it is a United  States  Person and  Permitted  Transferee,  (iii) any attempted or
purported  transfer  of any  Ownership  Interest  in this  Certificate  in  violation  of such
restrictions  will be  absolutely  null  and void and will  vest no  rights  in the  purported
transferee,  and  (iv) if any  person  other  than a  United  States  Person  and a  Permitted
Transferee  acquires  any  Ownership  Interest  in  this  Certificate  in  violation  of  such
restrictions,  then the  Master  Servicer  will have the  right,  in its sole  discretion  and
without  notice to the Holder of this  Certificate,  to sell this  Certificate  to a purchaser
selected  by  the  Master  Servicer,  which  purchaser  may  be the  Master  Servicer,  or any
affiliate of the Master  Servicer,  on such terms and  conditions  as the Master  Servicer may
choose.

        Notwithstanding  the above,  the final  distribution on this  Certificate will be made
after  due  notice  of the  pendency  of such  distribution  and only  upon  presentation  and
surrender  of this  Certificate  at the office or agency  appointed  by the  Trustee  for that
purpose  in the  City of St.  Paul,  Minnesota.  The  Holder  of  this  Certificate  may  have
additional obligations with respect to this Certificate, including tax liabilities.

        No  transfer  of this Class R-__  Certificate  will be made  unless  such  transfer is
exempt from the registration  requirements of the Securities Act of 1933, as amended,  and any
applicable  state  securities  laws or is made in  accordance  with said Act and laws.  In the
event that such a transfer  is to be made,  (i) the  Trustee or the  Depositor  may require an
opinion of counsel  acceptable  to and in form and substance  satisfactory  to the Trustee and
the  Depositor  that such  transfer is exempt  (describing  the  applicable  exemption and the
basis  therefor)  from or is being  made  pursuant  to the  registration  requirements  of the
Securities Act of 1933, as amended,  and of any  applicable  statute of any state and (ii) the
transferee  shall execute an investment  letter in the form  described by the  Agreement.  The
Holder hereof  desiring to effect such  transfer  shall,  and does hereby agree to,  indemnify
the Trustee,  the  Depositor,  the Master  Servicer and the  Certificate  Registrar  acting on
behalf of the Trustee  against any liability  that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws.

        As described  above, no transfer of this Certificate (or any interest herein) shall be
made unless the transferee  provides the Trustee,  the Depositor and the Master  Servicer with
either (a) a  certification  pursuant to Section  5.02(e) of the  Agreement  stating  that the
transferee  is not an employee  benefit or other plan  subject to the  prohibited  transaction
provisions of ERISA or Section 4975 of the Code (each,  a "Plan"),  or any Person  (including,
without  limitation,  an insurance  company  investing  its general  accounts,  an  investment
manager,  a named  fiduciary or a trustee of any Plan) who is using "plan assets,"  within the
meaning of the U.S. Department of Labor regulation  promulgated at 29 C.F.R.ss.2510.3-101,  of
any Plan (each,  a "Plan  Investor") to effect such  acquisition  or (b) an opinion of counsel
acceptable to and in form and  substance  satisfactory  to the Trustee,  the Depositor and the
Master  Servicer  to the  effect  that  the  purchase  and  holding  of  this  Certificate  is
permissible  under  applicable  law, will not constitute or result in a non-exempt  prohibited
transaction  under Section 406 of ERISA or Section 4975 of the Code (or comparable  provisions
of any subsequent  enactments),  and will not subject the Trustee, the Depositor or the Master
Servicer to any obligation or liability  (including  obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those  undertaken in the Agreement,  which opinion of
counsel shall not be an expense of the Trustee, the Depositor or the Master Servicer.

        This Certificate is one of a duly authorized  issue of Certificates  issued in several
Classes  designated  as  Mortgage  Asset-Backed   Pass-Through   Certificates  of  the  Series
specified hereon (herein collectively called the "Certificates").

        The  Certificates  are  limited  in  right  of  payment  to  certain  collections  and
recoveries  respecting the Mortgage Loans,  all as more  specifically  set forth herein and in
the  Agreement.  In the event Master  Servicer funds are advanced with respect to any Mortgage
Loan,  such advance is  reimbursable  to the Master  Servicer,  to the extent  provided in the
Agreement,  from related  recoveries  on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.

        As  provided in the  Agreement,  withdrawals  from the  Custodial  Account  and/or the
Certificate  Account created for the benefit of  Certificateholders  may be made by the Master
Servicer from time to time for purposes other than distributions to  Certificateholders,  such
purposes including without  limitation  reimbursement to the Depositor and the Master Servicer
of advances made, or certain expenses incurred, by either of them.

        The Agreement permits, with certain exceptions therein provided,  the amendment of the
Agreement and the  modification  of the rights and  obligations of the  Depositor,  the Master
Servicer and the Trustee and the rights of the  Certificateholders  under the  Agreement  from
time to time by the  Depositor,  the Master  Servicer  and the Trustee with the consent of the
Holders  of  Certificates  evidencing  in the  aggregate  not less than 66% of the  Percentage
Interests of each Class of Certificates  affected  thereby.  Any such consent by the Holder of
this  Certificate  shall be conclusive  and binding on such Holder and upon all future holders
of this  Certificate  and of any  Certificate  issued upon the transfer  hereof or in exchange
herefor  or in  lieu  hereof  whether  or not  notation  of such  consent  is  made  upon  the
Certificate.  The  Agreement  also  permits  the  amendment  thereof in certain  circumstances
without  the  consent of the Holders of any of the  Certificates  and,  in certain  additional
circumstances, without the consent of the Holders of certain Classes of Certificates.

        As provided in the  Agreement  and subject to certain  limitations  therein set forth,
the transfer of this  Certificate is registrable  in the  Certificate  Register upon surrender
of this Certificate for  registration of transfer at the offices or agencies  appointed by the
Trustee  in  the  City  of St.  Paul,  Minnesota,  duly  endorsed  by,  or  accompanied  by an
assignment in the form below or other written  instrument of transfer in form  satisfactory to
the  Trustee  and the  Certificate  Registrar  duly  executed  by the  Holder  hereof  or such
Holder's  attorney duly authorized in writing,  and thereupon one or more new  Certificates of
authorized  denominations  evidencing the same Class and aggregate Percentage Interest will be
issued to the designated transferee or transferees.

        The  Certificates  are issuable only as  registered  Certificates  without  coupons in
Classes and in  denominations  specified in the  Agreement.  As provided in the  Agreement and
subject to certain  limitations  therein  set forth,  Certificates  are  exchangeable  for new
Certificates of authorized  denominations  evidencing the same Class and aggregate  Percentage
Interest, as requested by the  Holder surrendering the same.

        No service charge will be made for any such registration of transfer or exchange,  but
the Trustee may require  payment of a sum  sufficient  to cover any tax or other  governmental
charge payable in connection therewith.

        The Depositor,  the Master Servicer,  the Trustee,  the Certificate  Registrar and any
agent of the Depositor,  the Master  Servicer,  the Trustee or the  Certificate  Registrar may
treat the Person in whose name this  Certificate  is  registered  as the owner  hereof for all
purposes,  and  neither the  Depositor,  the Master  Servicer,  the Trustee nor any such agent
shall be affected by notice to the contrary.

        This  Certificate  shall be governed by and construed in  accordance  with the laws of
the State of New York, without regard to the conflicts of law principles  thereof,  other than
Sections 5-1401 and 5-1402 of the New York General Obligations Law.

        The  obligations  created by the  Agreement in respect of these  Certificates  and the
Trust Fund created  thereby  shall  terminate  upon the payment to  Certificateholders  of all
amounts  held by or on behalf of the Trustee and  required to be paid to them  pursuant to the
Agreement  following  the  earlier  of (i) the  maturity  or  other  liquidation  of the  last
Mortgage Loan subject  thereto or the  disposition of all property  acquired upon  foreclosure
or deed in lieu of  foreclosure  of any Mortgage  Loan,  and (ii) the purchase by  Residential
Funding  Corporation  or its designee from the Trust Fund of all remaining  Mortgage Loans and
all property  acquired in respect of such Mortgage Loans,  thereby  effecting early retirement
of the  related  Certificates.  The  Agreement  permits,  but  does not  require,  Residential
Funding  Corporation  or its designee (i) to purchase,  at a price  determined  as provided in
the  Agreement,  all  remaining  Mortgage  Loans and all  property  acquired in respect of any
Mortgage  Loan or (ii) subject to the terms of the  Agreement,  to purchase in whole,  but not
in part, all of the related  Certificates  from the Holders thereof;  provided,  that any such
option  may only be  exercised  if the  aggregate  Stated  Principal  Balance  of the  related
Mortgage Loans, as of the  Distribution  Date upon which the proceeds of any such purchase are
distributed  is less than ten percent of the  Cut-off  Date  Principal  Balance of the related
Mortgage Loans.

        Unless the certificate of  authentication  hereon has been executed by the Certificate
Registrar,  by manual  signature,  this Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose.







        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

                                            U.S. BANK NATIONAL ASSOCIATION,
                                                    as Trustee


                                            By:
                                                    Authorized Signatory

Dated: ________ __, 2006

                                CERTIFICATE OF AUTHENTICATION

        This is one of the Class R Certificates referred to in the within-mentioned Agreement.

                                            U.S. BANK NATIONAL ASSOCIATION,
                                                    as Certificate Registrar


                                            By:  _______________________________
                                                    Authorized Signatory










                                          ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


(Please  print or  typewrite  name and  address  including  postal zip code of  assignee)  the
beneficial  interest  evidenced  by the within Trust  Certificate  and hereby  authorizes  the
transfer of  registration  of such  interest to  assignee on the  Certificate  Register of the
Trust Fund.

        I (We) further direct the  Certificate  Registrar to issue a new Certificate of a like
denomination  and Class,  to the above named  assignee  and deliver  such  Certificate  to the
following address:



Dated:_____________________                          __________________________________
                                                     Signature by or on behalf of assignor

                                                            __________________________________
                                                     Signature Guaranteed


                                  DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of distribution:

        Distributions shall be made, by wire transfer or otherwise,  in immediately  available
funds to

for the account of
account number
or, if mailed by check, to                                                                   .

        Applicable statements should be mailed to:

                                                                                             .

        This  information  is provided by  ___________________________________,  the  assignee
named above, or ______________________________, as its agent.








                                          EXHIBIT F

                                 FORM OF CUSTODIAL AGREEMENT

                                     CUSTODIAL AGREEMENT

THIS CUSTODIAL  AGREEMENT (as amended and  supplemented  from time to time, the  "Agreement"),
dated as of  _________  1,  20__,  by and among U.S.  BANK  NATIONAL  ASSOCIATION,  as trustee
(including  its  successors  under  the  Pooling  Agreement  defined  below,  the  "Trustee"),
RESIDENTIAL  ASSET  MORTGAGE  PRODUCTS,  INC.,  as company  (together  with any  successor  in
interest, the "Company"),  RESIDENTIAL FUNDING CORPORATION,  as master servicer (together with
any  successor in interest or successor  under the Pooling  Agreement  referred to below,  the
"Master  Servicer") and WELLS FARGO BANK,  N.A., as custodian  (together with any successor in
interest or any successor appointed hereunder, the "Custodian").

                                 W I T N E S S E T H T H A T:

               WHEREAS,  the Company,  the Master Servicer and the Trustee have entered into a
    Pooling and Servicing  Agreement,  dated as of _________ 1, 20__, relating to the issuance
    of  Residential  Asset  Mortgage  Products,   Inc.,  Mortgage  Asset-Backed   Pass-Through
    Certificates,  Series 2006-NC2 (as in effect on the date of this Agreement,  the "Original
    Pooling  Agreement,"  and as amended  and  supplemented  from time to time,  the  "Pooling
    Agreement"); and

               WHEREAS,  the  Custodian  has  agreed to act as agent for the  Trustee  for the
    purposes of receiving and holding  certain  documents and other  instruments  delivered by
    the Company and the Master  Servicer under the Pooling  Agreement,  all upon the terms and
    conditions and subject to the limitations hereinafter set forth;

               NOW,  THEREFORE,  in consideration of the premises and the mutual covenants and
    agreements  hereinafter set forth, the Trustee,  the Company,  the Master Servicer and the
    Custodian hereby agree as follows:

ARTICLE I

                                         Definitions

        Capitalized  terms  used in this  Agreement  and not  defined  herein  shall  have the
meanings  assigned  in the  Original  Pooling  Agreement,  unless  otherwise  required  by the
context herein.

ARTICLE II

                                Custody of Mortgage Documents

Section 2.1    Custodian to Act as Agent:  Acceptance of Mortgage  Files.  The Company and the
Master  Servicer  hereby  direct the Trustee to appoint  Wells Fargo Bank,  N.A. as Custodian.
The Custodian,  as the duly appointed  agent of the Trustee for these  purposes,  acknowledges
receipt of the  Mortgage  Files  relating to the  Mortgage  Loans  identified  on the schedule
attached  hereto (the "Mortgage  Files") and declares that it holds and will hold the Mortgage
Files as agent for the  Trustee,  in trust,  for the use and benefit of all present and future
Certificateholders.

Section 2.2    Recordation  of  Assignments.  If  any  Mortgage  File  includes  one  or  more
assignments of the related  Mortgage  Loans to the Trustee that have not been  recorded,  each
such  assignment  shall be  delivered  by the  Custodian  to the  Company  for the  purpose of
recording it in the appropriate public office for real property records,  and the Company,  at
no expense to the Custodian,  shall promptly  cause to be recorded in the  appropriate  public
office for real property  records each such  assignment  and,  upon receipt  thereof from such
public office, shall return each such assignment to the Custodian.

Section 2.3    Review of Mortgage Files.

(a)     On or prior to the  Closing  Date,  the  Custodian  shall  deliver  to the  Trustee an
Initial  Certification  in the form  annexed  hereto as Exhibit  One  evidencing  receipt of a
Mortgage  File for each Mortgage Loan listed on the Schedule  attached  hereto (the  "Mortgage
Loan  Schedule").  The  parties  hereto  acknowledge  that  certain  documents  referred to in
Subsection  2.01(b)(i)  of the  Pooling  Agreement  may be missing on or prior to the  Closing
Date and such missing documents shall be listed as a Schedule to Exhibit One.

(b)     Within 45 days after the  Closing  Date,  the  Custodian  agrees,  for the  benefit of
Certificateholders,  to review  each  Mortgage  File and to deliver to the  Trustee an Interim
Certification  in the form  annexed  hereto as Exhibit  Two to the effect  that all  documents
required to be  delivered  pursuant  to Section  2.01(b) of the  Pooling  Agreement  have been
executed and received and that such documents  relate to the Mortgage Loans  identified on the
Mortgage  Loan  Schedule,  except for any  exceptions  listed on  Schedule A attached  to such
Interim  Certification.  For  purposes  of  such  review,  the  Custodian  shall  compare  the
following  information in each Mortgage File to the corresponding  information in the Mortgage
Loan Schedule:  (i) the loan number,  (ii) the borrower name and (iii) the original  principal
balance.  In the event that any Mortgage  Note or  Assignment  of Mortgage has been  delivered
to the Custodian by the Company in blank,  the  Custodian,  upon the direction of the Company,
shall cause each such  Mortgage  Note to be  endorsed to the Trustee and each such  Assignment
of  Mortgage  to be  completed  in the name of the  Trustee  prior  to the date on which  such
Interim  Certification  is  delivered  to the  Trustee.  Within  45  days  of  receipt  of the
documents required to be delivered  pursuant to Section 2.01(b) of the Pooling Agreement,  the
Custodian  agrees,  for the benefit of the  Certificateholders,  to review each such document,
and upon the written  request of the  Trustee to deliver to the Trustee an updated  Schedule A
to the  Interim  Certification.  The  Custodian  shall  be  under  no  duty or  obligation  to
inspect,  review or examine  said  documents,  instruments,  certificates  or other  papers to
determine that the same are genuine,  enforceable,  or appropriate for the represented purpose
or that they have  actually  been recorded or that they are other than what they purport to be
on their face,  or that the MIN is  accurate.  If in  performing  the review  required by this
Section 2.3 the Custodian  finds any document or documents  constituting  a part of a Mortgage
File to be  missing  or  defective  in  respect of the items  reviewed  as  described  in this
Section 2.3(b), the Custodian shall promptly so notify the Company,  the Master Servicer,  and
the Trustee.

(c)     Upon  receipt of all  documents  required to be in the  Mortgage  Files the  Custodian
shall  deliver  to  the  Trustee  a  Final   Certification  in  the  form  annexed  hereto  as
Exhibit Three evidencing the completeness of the Mortgage Files.

        Upon receipt of written request from the Trustee,  the Company or the Master Servicer,
the  Custodian  shall as soon as  practicable  supply  the  Trustee  with a list of all of the
documents  relating  to the  Mortgage  Loans  required  to be  delivered  pursuant  to Section
2.01(b) of the Pooling Agreement not then contained in the Mortgage Files.

Section 2.4    Notification of Breaches of  Representations  and Warranties.  If the Custodian
discovers,  in the course of performing its custodial functions,  a breach of a representation
or warranty made by the Master  Servicer or the Company as set forth in the Pooling  Agreement
with respect to a Mortgage Loan relating to a Mortgage File,  the Custodian  shall give prompt
written notice to the Company, the Master Servicer, and the Trustee.

Section 2.5    Custodian to  Cooperate:  Release of Mortgage  Files.  Upon the  repurchase  or
substitution  of any Mortgage Loan pursuant to Article II of the Pooling  Agreement or payment
in full of any Mortgage  Loan, or the receipt by the Master  Servicer of a  notification  that
payment  in full  will be  escrowed  in a manner  customary  for  such  purposes,  the  Master
Servicer shall  immediately  notify the Custodian by delivering to the Custodian a Request for
Release  (in the form of Exhibit  Four  attached  hereto or a mutually  acceptable  electronic
form) and shall  request  delivery to it of the Mortgage  File.  The  Custodian  agrees,  upon
receipt of such  Request for Release,  promptly to release to the Master  Servicer the related
Mortgage  File.  Upon  written  notification  of a  substitution,  the Master  Servicer  shall
deliver  to the  Custodian  and the  Custodian  agrees to accept the  Mortgage  Note and other
documents  constituting  the Mortgage File with respect to any Qualified  Substitute  Mortgage
Loan, upon receiving written notification from the Master Servicer of such substitution.

        Upon receipt of a Request for Release from the Master Servicer,  signed by a Servicing
Officer,  stating that (i) the Master Servicer or a Subservicer,  as the case may be, has made
a deposit into the  Certificate  Account in payment for the  purchase of the related  Mortgage
Loan in an amount equal to the Purchase  Price for such  Mortgage Loan or (ii) the Company has
chosen to  substitute  a  Qualified  Substitute  Mortgage  Loan for such  Mortgage  Loan,  the
Custodian shall release to the Master Servicer the related Mortgage File.

        From time to time as is appropriate  for the servicing or foreclosures of any Mortgage
Loan,  including,  for this  purpose,  collection  under any Primary  Insurance  Policy or any
Mortgage Pool Insurance  Policy,  the Master Servicer shall deliver to the Custodian a Request
for Release  certifying  as to the reason for such  release.  Upon  receipt of the  foregoing,
the Custodian  shall deliver the Mortgage  File or such document to the Master  Servicer.  The
Master  Servicer  shall cause each  Mortgage  File or any  document  therein so released to be
returned to the  Custodian  when the need  therefor by the Master  Servicer no longer  exists,
unless (i) the Mortgage Loan has been  liquidated  and the  Liquidation  Proceeds  relating to
the Mortgage Loan have been  deposited in the  Custodial  Account or (ii) the Mortgage File or
such  document  has been  delivered  to an  attorney,  or to a public  trustee or other public
official as required by law,  for  purposes of  initiating  or pursuing  legal action or other
proceedings   for  the   foreclosure   of  the  Mortgaged   Property   either   judicially  or
non-judicially,  and the Master  Servicer has  delivered to the  Custodian an updated  Request
for  Release  signed by a  Servicing  Officer  certifying  as to the name and  address  of the
Person  to which  such  Mortgage  File or such  document  was  delivered  and the  purpose  or
purposes of such  delivery.  Immediately  upon  receipt of any Mortgage  File  returned to the
Custodian by the Master Servicer,  the Custodian shall deliver a signed  acknowledgment to the
Master Servicer, confirming receipt of such Mortgage File.

        Upon the  request  of the  Master  Servicer,  the  Custodian  will send to the  Master
Servicer copies of any documents contained in the Mortgage File.

Section 2.6    Assumption   Agreements.   In  the  event  that  any  assumption  agreement  or
substitution  of  liability  agreement  is  entered  into with  respect to any  Mortgage  Loan
subject  to this  Agreement  in  accordance  with the  terms  and  provisions  of the  Pooling
Agreement,   the  Master   Servicer  shall  notify  the  Custodian  that  such  assumption  or
substitution  agreement  has been  completed by  forwarding  to the  Custodian the original of
such assumption or substitution  agreement,  which shall be added to the related Mortgage File
and, for all  purposes,  shall be  considered a part of such  Mortgage File to the same extent
as all other documents and instruments constituting parts thereof.

ARTICLE III

                                   Concerning the Custodian

Section 3.1    Custodian  a Bailee and Agent of the  Trustee.  With  respect to each  Mortgage
Note,  Mortgage and other  documents  constituting  each  Mortgage File which are delivered to
the  Custodian,  the Custodian is  exclusively  the bailee and agent of the Trustee and has no
instructions  to hold any  Mortgage  Note or Mortgage for the benefit of any person other than
the Trustee,  holds such  documents for the benefit of  Certificateholders  and  undertakes to
perform  such duties and only such  duties as are  specifically  set forth in this  Agreement.
Except upon  compliance  with the  provisions  of Section 2.5 of this  Agreement,  no Mortgage
Note,  Mortgage or other  document  constituting  a part of a Mortgage File shall be delivered
by the  Custodian  to the  Company or the  Master  Servicer  or  otherwise  released  from the
possession of the Custodian.

        The Master  Servicer  shall  promptly  notify the  Custodian in writing if it shall no
longer be a member of MERS, or if it otherwise  shall no longer be capable of registering  and
recording  Mortgage  Loans using MERS.  In addition,  the Master  Servicer  shall (i) promptly
notify the  Custodian in writing when a MERS Mortgage  Loan is no longer  registered  with and
recorded  under MERS and (ii)  concurrently  with any such  deregistration  of a MERS Mortgage
Loan,  prepare,  execute  and  record an  original  assignment  from MERS to the  Trustee  and
deliver such assignment to the Custodian.

Section 3.2    Indemnification.   The  Company   hereby  agrees  to  indemnify  and  hold  the
Custodian  harmless  from and against  all  claims,  liabilities,  losses,  actions,  suits or
proceedings at law or in equity,  or any other  expenses,  fees or charges of any character or
nature,  which the  Custodian  may incur or with  which the  Custodian  may be  threatened  by
reason of its acting as  custodian  under this  Agreement,  including  indemnification  of the
Custodian  against  any  and all  expenses,  including  attorney's  fees  if  counsel  for the
Custodian  has been  approved by the Company,  and the cost of defending  any action,  suit or
proceedings  or  resisting  any  claim.  Notwithstanding  the  foregoing,  it is  specifically
understood  and agreed  that in the event any such claim,  liability,  loss,  action,  suit or
proceeding or other  expense,  fee or charge shall have been caused by reason of any negligent
act,  negligent  failure to act or willful  misconduct on the part of the Custodian,  or which
shall constitute a willful breach of its duties hereunder,  the indemnification  provisions of
this Agreement shall not apply.

Section 3.3    Custodian May Own  Certificates.  The Custodian in its  individual or any other
capacity  may become the owner or pledgee of  Certificates  with the same rights it would have
if it were not Custodian.

Section 3.4    Master  Servicer to Pay  Custodian's  Fees and  Expenses.  The Master  Servicer
covenants and agrees to pay to the  Custodian  from time to time,  and the Custodian  shall be
entitled  to,  reasonable  compensation  for all  services  rendered by it in the exercise and
performance  of any of the  powers  and  duties  hereunder  of the  Custodian,  and the Master
Servicer  will pay or reimburse the Custodian  upon its request for all  reasonable  expenses,
disbursements  and advances  incurred or made by the Custodian in  accordance  with any of the
provisions of this  Agreement  (including  the  reasonable  compensation  and the expenses and
disbursements  of its  counsel and of all persons not  regularly  in its  employ),  except any
such expense, disbursement or advance as may arise from its negligence or bad faith.

Section 3.5    Custodian May Resign:  Trustee May Remove  Custodian.  The Custodian may resign
from the obligations  and duties hereby imposed upon it as such  obligations and duties relate
to  its  acting  as  Custodian  of  the  Mortgage   Loans.   Upon  receiving  such  notice  of
resignation,  the Trustee  shall  either take  custody of the  Mortgage  Files itself and give
prompt  notice  thereof to the Company,  the Master  Servicer and the  Custodian,  or promptly
appoint  a  successor  Custodian  by  written  instrument,  in  duplicate,  one  copy of which
instrument  shall be  delivered  to the  resigning  Custodian  and one  copy to the  successor
Custodian.  If the  Trustee  shall  not  have  taken  custody  of the  Mortgage  Files  and no
successor  Custodian  shall have been so appointed  and have  accepted  appointment  within 30
days after the giving of such notice of  resignation,  the  resigning  Custodian  may petition
any court of competent jurisdiction for the appointment of a successor Custodian.

        The Trustee,  at the direction of the Master Servicer and the Company,  may remove the
Custodian at any time,  with or without cause.  In such event,  the Trustee shall appoint,  or
petition a court of competent  jurisdiction to appoint, a successor Custodian  hereunder.  Any
successor  Custodian shall be a depository  institution  subject to supervision or examination
by federal or state  authority and shall be able to satisfy the other  requirements  contained
in Section 3.7 and shall be unaffiliated with the Master Servicer or the Company.

        Any resignation or removal of the Custodian and  appointment of a successor  Custodian
pursuant to any of the provisions of this Section 3.5 shall become  effective upon  acceptance
of  appointment  by the  successor  Custodian.  The Trustee  shall give  prompt  notice to the
Company and the Master  Servicer of the appointment of any successor  Custodian.  No successor
Custodian  shall be  appointed  by the Trustee  without the prior  approval of the Company and
the Master Servicer.

Section 3.6    Merger or Consolidation  of Custodian.  Any Person into which the Custodian may
be merged or  converted or with which it may be  consolidated,  or any Person  resulting  from
any merger,  conversion  or  consolidation  to which the  Custodian  shall be a party,  or any
Person  succeeding to the business of the  Custodian,  shall be the successor of the Custodian
hereunder,  without  the  execution  or filing of any paper or any  further act on the part of
any of the parties  hereto,  anything  herein to the contrary  notwithstanding;  provided that
such  successor is a depository  institution  subject to supervision or examination by federal
or state  authority  and is able to satisfy the other  requirements  contained  in Section 3.7
and is unaffiliated with the Master Servicer or the Company.

Section 3.7    Representations  of the Custodian.  The Custodian hereby  represents that it is
a  depository  institution  subject  to  supervision  or  examination  by a  federal  or state
authority,  has a combined capital and surplus of at least  $15,000,000 and is qualified to do
business in the jurisdictions in which it will hold any Mortgage File.

ARTICLE IV

                                Compliance with Regulation AB

               Section 4.1.  Intent  of  the  Parties;  Reasonableness.   The  parties  hereto
acknowledge  and agree that the purpose of this Article IV is to facilitate  compliance by the
Company  with the  provisions  of  Regulation  AB and  related  rules and  regulations  of the
Commission.  The Company shall not exercise its right to request  delivery of  information  or
other  performance  under these  provisions  other than in good faith,  or for purposes  other
than  compliance  with the Securities  Act, the Exchange Act and the rules and  regulations of
the  Commission  under the  Securities  Act and the Exchange Act.  Each of the parties  hereto
acknowledges that  interpretations  of the requirements of Regulation AB may change over time,
whether due to  interpretive  guidance  provided  by the  Commission  or its staff,  consensus
among  participants  in  the  mortgage-backed   securities  markets,  advice  of  counsel,  or
otherwise,  and agrees to comply with  requests made by the Company in good faith for delivery
of information under these provisions on the basis of evolving  interpretations  of Regulation
AB. The  Custodian  shall  cooperate  reasonably  with the  Company to deliver to the  Company
(including any of its assignees or designees),  any and all disclosure,  statements,  reports,
certifications,  records and any other  information  necessary in the  reasonable,  good faith
determination  of the  Company  to  permit  the  Company  to  comply  with the  provisions  of
Regulation AB.

               Section 4.2.  Additional Representations and Warranties of the Custodian.

               (a)    The Custodian  hereby  represents and warrants that the  information set
forth  under  the  caption  "Pooling  and  Servicing  Agreement--Custodial  Arrangements"  (the
"Custodian  Disclosure") in the Prospectus  Supplement dated February 28, 2006 relating to the
Certificates  does not  contain  any untrue  statement  of a material  fact or omit to state a
material  fact  required to be stated  therein or  necessary  in order to make the  statements
therein, in the light of the circumstances under which they were made, not misleading.

               (b)    The  Custodian  shall be deemed to  represent  to the  Company as of the
date hereof and on each date on which  information  is provided to the Company  under  Section
4.3 that,  except as  disclosed  in writing to the Company  prior to such date:  (i) there are
no aspects of its  financial  condition  that  could  have a  material  adverse  effect on the
performance  by  it  of  its  Custodian   obligations   under  this  Agreement  or  any  other
Securitization  Transaction as to which it is the custodian;  (ii) there are no material legal
or  governmental  proceedings  pending  (or known to be  contemplated)  against  it; and (iii)
there are no  affiliations,  relationships  or  transactions  relating to the  Custodian  with
respect  to the  Company  or any  sponsor,  issuing  entity,  servicer,  trustee,  originator,
significant  obligor,  enhancement or support provider or other material transaction party (as
such  terms  are  used  in  Regulation   AB)  relating  to  the   Securitization   Transaction
contemplated  by the  Agreement,  as  identified by the Company to the Custodian in writing as
of the Closing Date (each, a "Transaction Party").

               (c)    If so requested by the Company on any date  following  the Closing Date,
the Custodian  shall,  within five Business Days  following  such request,  confirm in writing
the  accuracy  of the  representations  and  warranties  set  forth in  paragraph  (a) of this
Section or, if any such  representation  and  warranty is not  accurate as of the date of such
confirmation,  provide reasonably  adequate  disclosure of the pertinent facts, in writing, to
the  requesting  party.  Any such request  from the Company  shall not be given more than once
each calendar  quarter,  unless the Company shall have a reasonable  basis for a determination
that any of the representations and warranties may not be accurate.

               Section 4.3.  Additional  Information to Be Provided by the  Custodian.  For so
long as the  Certificates  are  outstanding,  for the  purpose  of  satisfying  the  Company's
reporting  obligation  under the Exchange Act with respect to any class of  Certificates,  the
Custodian shall  (a) notify the Company in writing of any material  litigation or governmental
proceedings  pending against the Custodian that would be material to  Certificateholders,  and
(b)  provide  to the  Company a written  description  of such  proceedings.  Any  notices  and
descriptions  required under this Section 4.3  shall be given no later than five Business Days
prior to the  Determination  Date  following the month in which the Custodian has knowledge of
the  occurrence of the relevant  event.  As of the date the Company or Master  Servicer  files
each Report on Form 10-D or Form 10-K with respect to the  Certificates,  the  Custodian  will
be deemed to represent that any information  previously  provided under this  Section 4.3,  if
any, is materially  correct and does not have any material  omissions unless the Custodian has
provided an update to such information.

               Section 4.4.  Report  on  Assessment  of  Compliance  and  Attestation.  On  or
before March 15 of each calendar year, commencing in 2007, the Custodian shall:

               (a)    deliver  to the  Company  a report  (in form  and  substance  reasonably
satisfactory  to the Company)  regarding the  Custodian's  assessment  of compliance  with the
Servicing  Criteria  during the immediately  preceding  calendar year, as required under Rules
13a-18 and 15d-18 of the  Exchange  Act and Item 1122 of  Regulation  AB. Such report shall be
addressed  to the  Company and signed by an  authorized  officer of the  Custodian,  and shall
address each of the  Servicing  Criteria  specified on a  certification  substantially  in the
form of Exhibit Five hereto; and

               (b)    deliver to the Company a report of a registered  public  accounting firm
reasonably  acceptable  to the Company  that  attests to, and  reports on, the  assessment  of
compliance  made by the  Custodian and delivered  pursuant to the  preceding  paragraph.  Such
attestation  shall be in accordance with Rules  1-02(a)(3) and 2-02(g) of Regulation S-X under
the Securities Act and the Exchange Act.

               Section 4.5.  Indemnification; Remedies.

               (a)    The  Custodian  shall  indemnify  the  Company,  each  affiliate  of the
Company,  the Master  Servicer and each broker dealer acting as  underwriter,  placement agent
or initial  purchaser  of the  Certificates  or each Person who  controls  any of such parties
(within the meaning of Section 15 of the  Securities  Act and Section 20 of the Exchange Act);
and the respective  present and former  directors,  officers,  employees and agents of each of
the  foregoing,  and shall hold each of them  harmless  from and against any losses,  damages,
penalties,  fines, forfeitures,  legal fees and expenses and related costs, judgments, and any
other costs, fees and expenses that any of them may sustain arising out of or based upon:

               (i)(A) any untrue  statement  of a  material  fact  contained  or alleged to be
contained  in  the  Custodian   Disclosure  and  any   information,   report,   certification,
accountants'  attestation or other material  provided under this Article IV by or on behalf of
the Custodian  (collectively,  the  "Custodian  Information"),  or (B) the omission or alleged
omission to state in the  Custodian  Information  a material fact required to be stated in the
Custodian  Information or necessary in order to make the statements  therein,  in the light of
the circumstances under which they were made, not misleading; or

        (ii)   any   failure  by  the   Custodian   to  deliver   any   information,   report,
certification,  accountants'  attestation  or other  material when and as required  under this
Article IV.

               (b)    In the case of any failure of  performance  described  in clause (ii) of
Section 4.5(a),  the Custodian shall promptly  reimburse the Company for all costs  reasonably
incurred  by  the  Company  in  order  to  obtain  the  information,   report,  certification,
accountants' letter or other material not delivered as required by the Custodian.

ARTICLE V

Section 5.1    Notices. All notices,  requests,  consents and demands and other communications
required  under this  Agreement  or pursuant  to any other  instrument  or document  delivered
hereunder shall be in writing and, unless otherwise  specifically  provided,  may be delivered
personally,  by telegram or telex,  or by  registered  or  certified  mail,  postage  prepaid,
return  receipt  requested,  at the addresses  specified on the signature  page hereof (unless
changed  by the  particular  party  whose  address  is  stated  herein  by  similar  notice in
writing), in each case the notice will be deemed delivered when received.

Section 5.2    Amendments.  No  modification  or amendment of or supplement to this  Agreement
shall be valid or  effective  unless the same is in writing and signed by all parties  hereto,
and none of the Company,  the Master  Servicer or the Trustee  shall enter into any  amendment
hereof  except as permitted by the Pooling  Agreement.  The Trustee  shall give prompt  notice
to the  Custodian of any  amendment or  supplement  to the Pooling  Agreement  and furnish the
Custodian with written copies thereof.

Section 5.3    GOVERNING  LAW. THIS  AGREEMENT  SHALL BE DEEMED A CONTRACT MADE UNDER THE LAWS
OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN  ACCORDANCE  WITH AND GOVERNED
BY THE LAWS OF THE  STATE OF NEW YORK  (WITHOUT  REGARD  TO THE  CONFLICTS  OF LAW  PRINCIPLES
THEREOF, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

Section 5.4    Recordation  of  Agreement.  To the extent  permitted by  applicable  law, this
Agreement  is subject to  recordation  in all  appropriate  public  offices for real  property
records  in all the  counties  or other  comparable  jurisdictions  in which any or all of the
properties  subject  to the  Mortgages  are  situated,  and in any  other  appropriate  public
recording  office or elsewhere,  such recordation to be effected by the Master Servicer and at
its expense on  direction by the Trustee  (pursuant to the request of holders of  Certificates
evidencing  undivided  interests in the aggregate of not less than 25% of the Trust Fund), but
only upon  direction  accompanied  by an  Opinion of Counsel  reasonably  satisfactory  to the
Master  Servicer  to the effect  that the  failure  to effect  such  recordation  is likely to
materially and adversely affect the interests of the Certificateholders.
        For the purpose of  facilitating  the recordation of this Agreement as herein provided
and for other  purposes,  this  Agreement  may be  executed  simultaneously  in any  number of
counterparts,  each of  which  counterparts  shall  be  deemed  to be an  original,  and  such
counterparts shall constitute but one and the same instrument.

Section 5.5    Severability  of Provisions.  If any one or more of the covenants,  agreements,
provisions or terms of this Agreement shall be for any reason  whatsoever  held invalid,  then
such covenants,  agreements,  provisions or terms shall be deemed severable from the remaining
covenants,  agreements,  provisions or terms of this  Agreement and shall in no way affect the
validity or  enforceability  of the other  provisions of this Agreement or of the Certificates
or the rights of the holders thereof.







    IN WITNESS WHEREOF, this Agreement is executed as of the date first above written.

Address:                                    U.S. BANK NATIONAL ASSOCIATION
                                                   as Trustee

U.S. Bank Corporate Trust Services
EP-MN-WS3D
60 Livingston Avenue
St. Paul, Minnesota  55107                  By:
Attn: Structured Finance/                   Name:
RAMP Series 2006-NC2                        Title:



Address:                                    RESIDENTIAL ASSET MORTGAGE
                                            PRODUCTS, INC.

8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota  55437               By:
                                            Name:
                                            Title:



Address:                                    RESIDENTIAL FUNDING
                                            CORPORATION, as Master Servicer

8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota  55437               By:
                                            Name:
                                            Title:



Address:                                    WELLS FARGO BANK, N.A.

Document Custody
One Meridian Crossings - Lower Level
Richfield, Minnesota 55423                  By:
                                            Name:
                                            Title:









STATE OF MINNESOTA            )
                              )ss.:
COUNTY OF RAMSEY              )

    On the _______ day of _________,  20__,  before me, a notary public in and for said State,
    personally  appeared  ___________________________________________________,  known to me to
    be  a  _______________________________________   of  U.S.  Bank  National  Association,  a
    national banking association that executed the within instrument,  and also known to me to
    be the  person  who  executed  it on  behalf  of said  national  banking  association  and
    acknowledged to me that such national banking association executed the within instrument.

    IN WITNESS  WHEREOF,  I have hereunto set my hand and affixed my official seal the day and
    year in this certificate first above written.


                                                   Notary Public



[Notarial Seal]







STATE OF MINNESOTA            )
                              )ss.:
COUNTY OF HENNEPIN            )

    On the _______ day of _________,  20__,  before me, a notary public in and for said State,
    personally  appeared,  _________,  known to me to be a Vice President of Residential Asset
    Mortgage Products, Inc., one of the corporations that executed the within instrument,  and
    also known to me to be the  person  who  executed  it on behalf of said  corporation,  and
    acknowledged to me that such corporation executed the within instrument.

    IN WITNESS  WHEREOF,  I have hereunto set my hand and affixed my official seal the day and
    year in this certificate first above written.


                                                   Notary Public



[Notarial Seal]







STATE OF MINNESOTA            )
                              )ss.:
COUNTY OF HENNEPIN            )

    On the _______ day of _________,  20__,  before me, a notary public in and for said State,
    personally  appeared,  ________,  known to me to be an  Associate of  Residential  Funding
    Corporation,  one of the corporations that executed the within instrument,  and also known
    to me to be the person who executed it on behalf of said corporation,  and acknowledged to
    me that such corporation executed the within instrument.

    IN WITNESS  WHEREOF,  I have hereunto set my hand and affixed my official seal the day and
    year in this certificate first above written.


                                                   Notary Public



[Notarial Seal]







STATE OF MINNESOTA            )
                              )ss.:
COUNTY OF HENNEPIN            )

    On the  _______ day of _______,  20__,  before me, a notary  public in and for said State,
    personally  appeared  __________________________________________,  known  to  me  to  be a
    _______________________________________  of Wells Fargo  Bank,  N.A.,  a national  banking
    association  that  executed the within  instrument,  and also known to me to be the person
    who executed it on behalf of said national  banking  association,  and  acknowledged to me
    that such national banking association executed the within instrument.

    IN WITNESS  WHEREOF,  I have hereunto set my hand and affixed my official seal the day and
    year in this certificate first above written.


                                                   Notary Public









                                         EXHIBIT ONE

                                      FORM OF CUSTODIAN
                                    INITIAL CERTIFICATION

                                                   March 2, 2006

U.S. Bank National Association
EP-MN-WS3D
60 Livingston Avenue
St. Paul, Minnesota 55107
Attn: Structured Finance/RAMP Series 2006-NC2

Attention: Residential Asset Mortgage Products, Inc., Series 2006-NC2

        Re:    Custodial  Agreement,  dated as of  February  1, 2006,  by and among U.S.  Bank
               National Association,  Residential Asset Mortgage Products,  Inc.,  Residential
               Funding   Corporation  and  Wells  Fargo  Bank,  N.A.,   relating  to  Mortgage
               Asset-Backed Pass-Through Certificates, Series 2006-NC2

Ladies and Gentlemen:

    In accordance with Section 2.3 of the above-captioned  Custodial Agreement, and subject to
    Section 2.02 of the Pooling  Agreement,  the undersigned,  as Custodian,  hereby certifies
    that it has  received a Mortgage  File (which  contains an  original  Mortgage  Note or an
    original  Lost Note  Affidavit  with a copy of the  related  Mortgage  Note) to the extent
    required in  Section 2.01(b)  of the Pooling  Agreement with respect to each Mortgage Loan
    listed in the Mortgage Loan Schedule,  with any  exceptions  listed on Schedule A attached
    hereto.

    Capitalized  words and phrases used herein shall have the respective  meanings assigned to
    them in the above-captioned Custodial Agreement.

                                            WELLS FARGO BANK, N.A.



                                            By:
                                            Name:
                                            Title:









                                         EXHIBIT TWO

                           FORM OF CUSTODIAN INTERIM CERTIFICATION

                                                   _______________, 2006

U.S. Bank National Association
EP-MN-WS3D
60 Livingston Avenue
St. Paul, Minnesota 55107
Attn: Structured Finance/RAMP Series 2006-NC2

Attention: Residential Asset Mortgage Products, Inc., Series 2006-NC2

        Re:    Custodial  Agreement,  dated as of  ________  1, 20__,  by and among U.S.  Bank
               National Association,  Residential Asset Mortgage Products,  Inc.,  Residential
               Funding   Corporation  and  Wells  Fargo  Bank,  N.A.,   relating  to  Mortgage
               Asset-Backed Pass-Through Certificates, Series 2006-NC2

Ladies and Gentlemen:

    In  accordance  with  Section  2.3  of  the  above-captioned   Custodial  Agreement,   the
    undersigned,  as Custodian,  hereby  certifies that it has received a Mortgage File to the
    extent required  pursuant to Section 2.01(b) of the Pooling Agreement with respect to each
    Mortgage Loan listed in the Mortgage Loan Schedule,  and it has reviewed the Mortgage File
    and the Mortgage Loan Schedule and has determined  that: all required  documents have been
    executed and received and that such documents  relate to the Mortgage Loans  identified on
    the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached hereto.

    Capitalized  words and phrases used herein shall have the respective  meanings assigned to
    them in the above-captioned Custodial Agreement.

                                            WELLS FARGO BANK, N.A.



                                            By:
                                            Name:
                                            Title:









                                        EXHIBIT THREE

                            FORM OF CUSTODIAN FINAL CERTIFICATION

                                                   ______________, 2006

U.S. Bank National Association
EP-MN-WS3D
60 Livingston Avenue
St. Paul, Minnesota 55107
Attn: Structured Finance/RAMP Series 2006-NC2

Attention: Residential Asset Mortgage Products, Inc., Series 2006-NC2

        Re:    Custodial  Agreement,  dated as of  _______ 1,  20__,  by and among  U.S.  Bank
               National Association,  Residential Asset Mortgage Products,  Inc.,  Residential
               Funding   Corporation  and  Wells  Fargo  Bank,  N.A.,   relating  to  Mortgage
               Asset-Backed Pass-Through Certificates, Series 2006-NC2

Ladies and Gentlemen:

    In  accordance  with  Section  2.3  of  the  above-captioned   Custodial  Agreement,   the
    undersigned,  as  Custodian,  hereby  certifies  that it has received a Mortgage File with
    respect to each  Mortgage  Loan listed in the Mortgage  Loan  Schedule and it has reviewed
    the Mortgage  File and the Mortgage Loan Schedule and has  determined  that:  all required
    documents  referred to in Section 2.01(b) of the Pooling  Agreement have been executed and
    received and that such documents  relate to the Mortgage Loans  identified on the Mortgage
    Loan Schedule.

    Capitalized  words and phrases used herein shall have the respective  meanings assigned to
    them in the above-captioned Custodial Agreement.

                                            WELLS FARGO BANK, N.A.



                                            By:
                                            Name:
                                            Title:










                                         EXHIBIT FOUR

                                 FORM OF REQUEST FOR RELEASE

DATE:
TO:
RE:            REQUEST FOR RELEASE OF DOCUMENTS

In  connection  with the  administration  of the pool of  Mortgage  Loans  held by you for the
referenced pool, we request the release of the Mortgage Loan File described below.

Pooling and Servicing Agreement, Dated:
Series#:
Account#:
Pool#:
Loan#:
MIN#:
Borrower Name(s):
Reason for Document Request: (circle one)   Mortgage Loan Prepaid in Full
                                            Mortgage Loan Repurchased

"We hereby  certify  that all  amounts  received or to be  received  in  connection  with such
payments  which are required to be deposited  have been or will be so deposited as provided in
the Pooling and Servicing Agreement."


Residential Funding Corporation
Authorized Signature

****************************************************************

TO CUSTODIAN/TRUSTEE:  Please acknowledge this request, and check off documents being
enclosed with a copy of this form.  You should retain this form for your files in accordance
with the terms of the Pooling and Servicing Agreement.

               Enclosed Documents:          [ ] Promissory Note
                                            [ ] Primary Insurance Policy
                                            [ ] Mortgage or Deed of Trust
                                            [ ] Assignment(s) of Mortgage or Deed of Trust
                                            [ ] Title Insurance Policy
                                            [ ] Other: ________________________


Name

Title

Date









                                         EXHIBIT FIVE


                SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

                        [Please see Exhibit V for Servicing Criteria]









                                          EXHIBIT G

                                    MORTGAGE LOAN SCHEDULE

                                  [ON FILE WITH THE TRUSTEE]






                                 EXHIBIT H
                                 FORMS OF REQUEST FOR RELEASE

DATE:

TO:

RE:            REQUEST FOR RELEASE OF DOCUMENTS

In  connection  with the  administration  of the pool of  Mortgage  Loans  held by you for the
referenced pool, we request the release of the Mortgage Loan File described below.

Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one)   Mortgage Loan Prepaid in Full
                                            Mortgage Loan Repurchased

"We hereby  certify  that all  amounts  received or to be  received  in  connection  with such
payments  which are required to be deposited  have been or will be so deposited as provided in
the Pooling and Servicing Agreement."


Residential Funding Corporation
Authorized Signature
****************************************************************
TO  CUSTODIAN/TRUSTEE:  Please  acknowledge  this  request,  and  check  off  documents  being
enclosed  with a copy of this form.  You should  retain this form for your files in accordance
with the terms of the Pooling and Servicing Agreement.

               Enclosed Documents:          [ ] Promissory Note
                                            [ ] Primary Insurance Policy
                                            [ ] Mortgage or Deed of Trust
                                            [ ] Assignment(s) of Mortgage or Deed of Trust
                                            [ ] Title Insurance Policy
                                            [ ] Other:

Name

Title

Date






                                         EXHIBIT I-1

                           FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

STATE OF              )
                      ) ss.:
COUNTY OF             )

                 [NAME OF OFFICER], being first duly sworn, deposes and says:

        1.     That he is [Title of Officer] of [Name of Owner]  (record or  beneficial  owner
of the Mortgage  Asset-Backed  Pass-Through  Certificates,  Series _______,  Class R[-__] (the
"Owner")),  a [savings  institution]  [corporation] duly organized and existing under the laws
of [the  State of ] [the  United  States],  on behalf  of which he makes  this  affidavit  and
agreement.

        2.     That the Owner (i) is not and will not be a "disqualified  organization"  or an
electing  large  partnership  as  of  [date  of  transfer]  within  the  meaning  of  Sections
860E(e)(5)  and 775,  respectively,  of the  Internal  Revenue  Code of 1986,  as amended (the
"Code") or an electing large  partnership under Section 775(a) of the Code, (ii) will endeavor
to remain  other than a  disqualified  organization  for so long as it retains  its  ownership
interest  in  the  Class  R[-__]  Certificates,  and  (iii)  is  acquiring  the  Class  R[-__]
Certificates  for its own  account  or for the  account  of  another  Owner  from which it has
received an affidavit  and  agreement in  substantially  the same form as this  affidavit  and
agreement.  (For  this  purpose,  a  "disqualified   organization"  means  an  electing  large
partnership  under  Section  775 of the  Code,  the  United  States,  any  state or  political
subdivision  thereof,  any agency or  instrumentality  of any of the foregoing  (other than an
instrumentality  all of the  activities  of  which  are  subject  to tax and,  except  for the
Federal  Home Loan  Mortgage  Corporation,  a  majority  of whose  board of  directors  is not
selected  by  any  such  governmental   entity)  or  any  foreign  government,   international
organization  or any agency or  instrumentality  of such foreign  government or  organization,
any  rural  electric  or  telephone  cooperative,  or any  organization  (other  than  certain
farmers'  cooperatives)  that  is  generally  exempt  from  federal  income  tax  unless  such
organization is subject to the tax on unrelated business taxable income).

        3.     That the Owner is aware (i) of the tax that would be imposed  on  transfers  of
Class R[-__]  Certificates  to  disqualified  organizations  or electing  large  partnerships,
under the Code,  that applies to all  transfers of Class R[-__]  Certificates  after March 31,
1988;  (ii) that  such tax would be on the  transferor  (or,  with  respect  to  transfers  to
electing large  partnerships,  on each such  partnership),  or, if such transfer is through an
agent  (which  person   includes  a  broker,   nominee  or  middleman)   for  a   disqualified
organization,  on the agent;  (iii) that the person  (other than with  respect to transfers to
electing large  partnerships)  otherwise liable for the tax shall be relieved of liability for
the tax if the  transferee  furnishes to such person an affidavit that the transferee is not a
disqualified  organization  and,  at the time of  transfer,  such  person does not have actual
knowledge  that the  affidavit is false;  and (iv) that the Class R[-__]  Certificates  may be
"noneconomic  residual  interests"  within the  meaning of  Treasury  regulations  promulgated
pursuant to the Code and that the  transferor of a noneconomic  residual  interest will remain
liable  for any taxes due with  respect  to the income on such  residual  interest,  unless no
significant purpose of the transfer was to impede the assessment or collection of tax.

        4.     That the Owner is aware of the tax imposed on a  "pass-through  entity" holding
Class R[-__]  Certificates if either the pass-through  entity is an electing large partnership
under  Section 775 of the Code or if at any time during the taxable  year of the  pass-through
entity a disqualified  organization  is the record holder of an interest in such entity.  (For
this purpose, a "pass through entity" includes a regulated  investment  company, a real estate
investment  trust  or  common  trust  fund,  a  partnership,  trust  or  estate,  and  certain
cooperatives.)

        5.     The Owner is either (i) a citizen or  resident  of the  United  States,  (ii) a
corporation,  partnership or other entity  treated as a corporation or a partnership  for U.S.
federal  income  tax  purposes  and  created or  organized  in or under the laws of the United
States,  any state thereof or the District of Columbia  (other than a partnership  that is not
treated  as a United  States  person  under any  applicable  Treasury  regulations),  (iii) an
estate  that is  described  in  Section  7701(a)(30)(D)  of the Code,  or (iv) a trust that is
described in Section 7701(a)(30)(E) of the Code.

        6.     The Owner  hereby  agrees that it will not cause  income from the Class  R[-__]
Certificates  to be attributable to a foreign  permanent  establishment  or fixed base (within
the  meaning of an  applicable  income  tax  treaty)  of the Owner of  another  United  States
taxpayer.

        7.     That the Owner is aware that the Trustee  will not register the transfer of any
Class R[- __] Certificates unless the transferee,  or the transferee's  agent,  delivers to it
an  affidavit  and  agreement,  among other  things,  in  substantially  the same form as this
affidavit and  agreement.  The Owner  expressly  agrees that it will not  consummate  any such
transfer if it knows or believes that any of the  representations  contained in such affidavit
and agreement are false.

        8.     That the  Owner  has  reviewed  the  restrictions  set forth on the face of the
Class R[-__]  Certificates  and the provisions of Section 5.02(f) of the Pooling and Servicing
Agreement  under  which the Class  R[-__]  Certificates  were issued (in  particular,  clauses
(iii)(A) and (iii)(B) of Section  5.02(f) which  authorize the Trustee to deliver  payments to
a person other than the Owner and  negotiate a mandatory  sale by the Trustee in the event the
Owner holds such  Certificates in violation of Section  5.02(f)).  The Owner expressly  agrees
to be bound by and to comply with such restrictions and provisions.

        9.     That the Owner consents to any additional  restrictions  or  arrangements  that
shall be deemed  necessary  upon advice of counsel to constitute a reasonable  arrangement  to
ensure that the Class R[-__]  Certificates will only be owned,  directly or indirectly,  by an
Owner that is not a disqualified organization.

        10.    The Owner's Taxpayer Identification Number is ________________.

        11.    This  affidavit  and  agreement  relates only to the Class R[-__]  Certificates
held by the Owner and not to any other  holder  of the Class  R[-__]  Certificates.  The Owner
understands   that  the  liabilities   described  herein  relate  only  to  the  Class  R[-__]
Certificates.

        12.    That no  purpose  of the Owner  relating  to the  transfer  of any of the Class
R[-__]  Certificates  by the Owner is or will be to impede the assessment or collection of any
tax; in making this  representation,  the Owner  warrants  that the Owner is familiar with (i)
Treasury Regulation Section  1.860E-1(c) and recent amendments  thereto,  effective as of July
19,  2002,  and  (ii)  the  preamble  describing  the  adoption  of  the  amendments  to  such
regulation, which is attached hereto as Exhibit 1.

        13.    That the Owner has no present  knowledge or expectation  that it will be unable
to pay  any  United  States  taxes  owed  by it so  long  as any  of the  Certificates  remain
outstanding.  In this  regard,  the Owner  hereby  represents  to and for the  benefit  of the
person  from whom it  acquired  the Class  R[-__]  Certificate  that the Owner  intends to pay
taxes  associated  with  holding  such Class R[- __]  Certificate  as they become  due,  fully
understanding  that it may incur tax  liabilities in excess of any cash flows generated by the
Class R[-__] Certificate.

        14.    That the Owner has no present  knowledge  or  expectation  that it will  become
insolvent  or  subject  to a  bankruptcy  proceeding  for so long as any of the  Class  R[-__]
Certificates remain outstanding.

15.     (a)  The Owner is not an employee benefit plan or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or Section 4975 of the Code (each, a "Plan"), or any Person (including,
without limitation, an insurance company investing its general accounts, an investment
manager, a named fiduciary or a trustee of any Plan) who is using "plan assets," within the
meaning of the U.S. Department of Labor regulation promulgated at 29 C.F.R.ss.2510.3-101, of
any Plan (each, a "Plan Investor") to effect such acquisition; or

        (b)  The Owner has provided the Trustee, the Depositor and the Master Servicer with
an opinion of counsel acceptable to and in form and substance satisfactory to the Trustee,
the Depositor, the Master Servicer to the effect that the purchase and holding of Class R-[
] Certificates is permissible under applicable law, will not constitute or result in any
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or
comparable provisions of any subsequent enactments) and will not subject the Trustee, the
Depositor or the Master Servicer to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in the
Pooling and Servicing Agreement, which opinion of counsel shall not be an expense of the
Trustee, the Depositor or the Master Servicer.

        In addition,  the Owner hereby  certifies,  represents  and warrants to, and covenants
with,  the Trustee,  the  Depositor  and the Master  Servicer that the Owner will not transfer
Class R-[      ] Certificates to any transferee  unless such transferee meets the requirements
set forth in either (a) or (b) above.

        Capitalized  terms used but not defined herein shall have the meanings assigned in the
Pooling and Servicing Agreement.







        IN WITNESS  WHEREOF,  the Owner has  caused  this  instrument  to be  executed  on its
behalf,  pursuant to the  authority of its Board of  Directors,  by its [Title of Officer] and
its corporate seal to be hereunto attached,  attested by its [Assistant]  Secretary,  this day
of _____,___ 200__.

                                                   [NAME OF OWNER]

                                                   By:
                                                   [Name of Officer]
                                                   [Title of Officer]


[Corporate Seal]

ATTEST:


[Assistant] Secretary

        Personally  appeared before me the above-named  [Name of Officer],  known or proved to
me to be the same  person  who  executed  the  foregoing  instrument  and to be the  [Title of
Officer] of the Owner,  and  acknowledged  to me that he executed the same as his free act and
deed and the free act and deed of the Owner.

        Subscribed and sworn before me this ___ day of ________, 200 __.


                                                   NOTARY PUBLIC

                                                   COUNTY OF

                                                   STATE OF

                                                   My  Commission  expires  the  ____  day  of
                                                   _____, 20__ .









                                          EXHIBIT 1

                                  DEPARTMENT OF THE TREASURY

Internal Revenue Service
26 CFR Parts 1 and 602
[TD 9004]
RIN 1545-AW98
Real Estate Mortgage Investment Conduits
AGENCY: Internal Revenue Service (IRS), Treasury.
ACTION: Final regulations.
----------------------------------------------------------------------------------------------
SUMMARY:

        This  document  contains  final  regulations  relating  to safe  harbor  transfers  of
noneconomic  residual  interests in real estate mortgage  investment  conduits  (REMICs).  The
final  regulations   provide   additional   limitations  on  the  circumstances   under  which
transferors may claim safe harbor treatment.

        DATES: Effective Date:  These  regulations are effective July 19, 2002.  Applicability
Date: For dates of applicability, see Sec. 1.860E-(1)(c)(10).

        FOR  FURTHER  INFORMATION  CONTACT:  Courtney  Shepardson  at  (202)  622-3940  (not a
toll-free number).

        SUPPLEMENTARY  INFORMATION:  Paperwork  Reduction Act The collection of information in
this final rule has been  reviewed and,  pending  receipt and  evaluation of public  comments,
approved  by the Office of  Management  and Budget  (OMB)  under 44 U.S.C.  3507 and  assigned
control number  1545-1675.  The collection of information in this regulation is in Sec. 1.860E
-1(c)(5)(ii).  This  information  is  required  to enable the IRS to verify that a taxpayer is
complying with the conditions of this  regulation.  The collection of information is mandatory
and is  required.  Otherwise,  the  taxpayer  will not  receive  the  benefit  of safe  harbor
treatment as provided in the regulation.  The likely  respondents are businesses and other for
profit  institutions.  Comments on the collection of information  should be sent to the Office
of Management and Budget,  Attn:  Desk Officer for the  Department of the Treasury,  Office of
Information  and  Regulatory  Affairs,  Washington,  DC,  20503,  with copies to the  Internal
Revenue Service,  Attn: IRS Reports Clearance Officer,  W:CAR:MP:FP:S,  Washington,  DC 20224.
Comments on the collection of information  should be received by September 17, 2002.  Comments
are  specifically  requested  concerning:  Whether the  collection of information is necessary
for the proper  performance  of the  functions  of the  Internal  Revenue  Service,  including
whether the  information  will have practical  utility;  The accuracy of the estimated  burden
associated with the collection of information (see below);

    How the quality, utility, and clarity of the information to be collected may be enhanced;

    How the  burden  of  complying  with  the  collection  of  information  may be  minimized,
    including  through the  application of automated  collection  techniques or other forms of
    information  technology;  and  Estimates  of  capital  or  start-up  costs  and  costs  of
    operation, maintenance, and purchase of service to provide information.

    An agency may not  conduct  or  sponsor,  and a person is not  required  to respond  to, a
    collection  of  information  unless it  displays a valid  control  number  assigned by the
    Office of Management and Budget.

    The estimated total annual reporting burden is 470 hours,  based on an estimated number of
    respondents  of 470 and an estimated  average  annual  burden hours per  respondent of one
    hour.

    Books or records  relating  to a  collection  of  information  must be retained as long as
    their  contents may become  material in the  administration  of any internal  revenue law.
    Generally,  tax returns and tax return  information  are  confidential,  as required by 26
    U.S.C. 6103.

BACKGROUND

        This document contains final regulations  regarding the proposed  amendments to 26 CFR
part 1 under section 860E of the Internal  Revenue Code (Code).  The  regulations  provide the
circumstances  under which a transferor of a noneconomic  REMIC residual  interest meeting the
investigation  and  representation  requirements  may  avail  itself  of the  safe  harbor  by
satisfying  either the formula test or the asset test.  Final  regulations  governing  REMICs,
issued  in  1992,   contain  rules  governing  the  transfer  of  noneconomic  REMIC  residual
interests.  In general,  a transfer of a noneconomic  residual interest is disregarded for all
tax purposes if a  significant  purpose of the transfer is to enable the  transferor to impede
the  assessment or collection of tax. A purpose to impede the  assessment or collection of tax
(a wrongful  purpose)  exists if the transferor,  at the time of the transfer,  either knew or
should have known that the  transferee  would be  unwilling  or unable to pay taxes due on its
share  of the  REMIC's  taxable  income.  Under  a safe  harbor,  the  transferor  of a  REMIC
noneconomic  residual  interest is presumed not to have a wrongful purpose if two requirements
are satisfied:  (1) the transferor  conducts a reasonable  investigation  of the  transferee's
financial  condition  (the  investigation  requirement);  and (2)  the  transferor  secures  a
representation  from the  transferee  to the effect that the  transferee  understands  the tax
obligations  associated  with holding a residual  interest and intends to pay those taxes (the
representation  requirement).  The IRS and Treasury have been concerned that some  transferors
of  noneconomic  residual  interests  claim they  satisfy the safe  harbor even in  situations
where the  economics of the transfer  clearly  indicate the  transferee is unwilling or unable
to pay the tax  associated  with holding the interest.  For this reason,  on February 7, 2000,
the IRS  published  in the  Federal  Register  (65 FR 5807) a notice  of  proposed  rulemaking
(REG-100276-97;  REG-122450-98)  designed to clarify  the safe  harbor by adding the  "formula
test,"  an  economic  test.  The  proposed   regulation  provides  that  the  safe  harbor  is
unavailable  unless the present  value of the  anticipated  tax  liabilities  associated  with
holding  the  residual  interest  does not  exceed the sum of:  (1) The  present  value of any
consideration  given to the  transferee to acquire the interest;  (2) the present value of the
expected future  distributions  on the interest;  and (3) the present value of the anticipated
tax savings  associated  with holding the interest as the REMIC generates  losses.  In January
2001,  the IRS published Rev. Proc.  2001-12  (2001-3 I.R.B.  335) to set forth an alternative
safe harbor that  taxpayers  could use while the IRS and the Treasury  considered  comments on
the  proposed  regulations.  Under the  alternative  safe harbor,  if a  transferor  meets the
investigation  requirement and the  representation  requirement but the transfer fails to meet
the  formula  test,  the  transferor  may invoke  the safe  harbor if the  transferee  meets a
two-prong  test (the asset test).  A transferee  generally  meets the first prong of this test
if,  at the  time  of the  transfer,  and in  each  of the two  years  preceding  the  year of
transfer,  the  transferee's  gross assets  exceed $100 million and its net assets  exceed $10
million.  A  transferee  generally  meets the second  prong of this test if it is a  domestic,
taxable  corporation  and agrees in writing not to transfer  the  interest to any person other
than another domestic,  taxable  corporation that also satisfies the requirements of the asset
test. A transferor  cannot rely on the asset test if the  transferor  knows,  or has reason to
know,  that  the  transferee  will  not  comply  with  its  written  agreement  to  limit  the
restrictions on subsequent  transfers of the residual  interest.  Rev. Proc.  2001-12 provides
that the asset  test  fails to be  satisfied  in the case of a  transfer  or  assignment  of a
noneconomic  residual  interest to a foreign branch of an otherwise  eligible  transferee.  If
such a transfer or assignment  were permitted,  a corporate  taxpayer might seek to claim that
the provisions of an applicable  income tax treaty would resource excess  inclusion  income as
foreign source  income,  and that, as a consequence,  any U.S. tax liability  attributable  to
the  excess  inclusion  income  could be offset by foreign  tax  credits.  Such a claim  would
impede the assessment or collection of U.S. tax on excess  inclusion  income,  contrary to the
congressional  purpose of assuring that such income will be taxable in all events.  See, e.g.,
sections  860E(a)(1),  (b), (e) and 860G(b) of the Code. The Treasury and the IRS have learned
that certain taxpayers  transferring  noneconomic  residual interests to foreign branches have
attempted to rely on the formula  test to obtain safe harbor  treatment in an effort to impede
the assessment or collection of U.S. tax on excess inclusion  income.  Accordingly,  the final
regulations  provide  that if a  noneconomic  residual  interest is  transferred  to a foreign
permanent  establishment  or fixed base of a U.S.  taxpayer,  the transfer is not eligible for
safe harbor  treatment under either the asset test or the formula test. The final  regulations
also require a  transferee  to  represent  that it will not cause income from the  noneconomic
residual  interest to be  attributable  to a foreign  permanent  establishment  or fixed base.
Section 1.860E -1(c)(8)  provides  computational  rules that a taxpayer may use to qualify for
safe harbor  status under the formula  test.  Section  1.860E-1  (c)(8)(1)  provides  that the
transferee  is  presumed to pay tax at a rate equal to the highest  rate of tax  specified  in
section 11(b).  Some  commentators  were concerned that this presumed rate of taxation was too
high  because  it does  not take  into  consideration  taxpayers  subject  to the  alternative
minimum tax rate. In light of the comments  received,  this  provision has been amended in the
final  regulations  to allow certain  transferees  that compute their taxable income using the
alternative  minimum  tax  rate  to  use  the  alternative  minimum  tax  rate  applicable  to
corporations.  Additionally,  Sec. 1.860E-1(c)(8)(iii) provides that the present values in the
formula  test  are to be  computed  using a  discount  rate  equal to the  applicable  Federal
short-term rate prescribed by section 1274(d).  This is a change from the proposed  regulation
and Rev. Proc.  2001-12.  In those  publications the provision stated that "present values are
computed  using a discount  rate equal to the  applicable  Federal rate  prescribed in section
1274(d)  compounded  semiannually"  and  that  "[a]  lower  discount  rate  may be used if the
transferee  can  demonstrate  that  it  regularly  borrows,  in the  course  of its  trade  or
business,  substantial  funds at such lower rate from an unrelated  third  party." The IRS and
the Treasury  Department have learned that,  based on this provision,  certain  taxpayers have
been  attempting  to use  unrealistically  low or zero  interest  rates to satisfy the formula
test,  frustrating the intent of the test.  Furthermore,  the Treasury  Department and the IRS
believe that a rule  allowing  for a rate other than a rate based on an objective  index would
add  unnecessary  complexity  to the  safe  harbor.  As a  result,  the  rule in the  proposed
regulations  that permits a transferee to use a lower  discount  rate, if the  transferee  can
demonstrate that it regularly  borrows  substantial  funds at such lower rate, is not included
in the  final  regulations;  and the  Federal  short-term  rate has been  substituted  for the
applicable  Federal rate. To simplify  taxpayers'  computations,  the final  regulations allow
use of any of the published  short-term  rates,  provided that the present values are computed
with a corresponding  period of compounding.  With the exception of the provisions relating to
transfers to foreign branches,  these changes generally have the proposed  applicability  date
of February 4, 2000,  but  taxpayers  may choose to apply the interest  rate formula set forth
in the proposed  regulation and Rev. Proc.  2001-12 for transfers  occurring before August 19,
2002.  Effect on Other  Documents  Rev.  Proc.  2001-12  (2001-3  I.R.B.  335) is obsolete for
transfers of noneconomic residual interests in REMICs occurring on or after August 19, 2002.

SPECIAL ANALYSES

        It is hereby  certified that these  regulations  will not have a significant  economic
impact on a substantial  number of small  entities.  This  certification  is based on the fact
that it is unlikely  that a  substantial  number of small  entities  will hold REMIC  residual
interests.  Therefore,  a Regulatory Flexibility Analysis under the Regulatory Flexibility Act
(5 U.S.C.  chapter 6) is not required.  It has been determined that this Treasury  decision is
not a  significant  regulatory  action as defined  in  Executive  Order  12866.  Therefore,  a
regulatory  assessment is not required.  It also has been  determined that sections 553(b) and
553(d)  of the  Administrative  Procedure  Act  (5 U.S.C.  chapter  5) do not  apply  to these
regulations.

DRAFTING INFORMATION

        The principal  author of these  regulations  is Courtney  Shepardson.  However,  other
personnel from the IRS and Treasury Department participated in their development.

        List  of  Subjects  26  CFR  Part  1  Income  taxes,   Reporting  and  record  keeping
requirements 26 CFR Part 602.

        Reporting and record keeping requirements.  Adoption of Amendments to the Regulations.
Accordingly, 26 CFR parts 1 and 602 are amended as follows:

PART 1--INCOME TAXES

        Paragraph 1. The authority citation for part 1 continues to read in part as follows:

        Authority: 26 U.S.C. 7805

                                                * * *







                                         EXHIBIT I-2

                                FORM OF TRANSFEROR CERTIFICATE


                                                   __________________, 200__


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota  55437

U.S. Bank National Association
EP-MN-WS3D
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention:  Structured Finance/ RAMP Series 2006-NC2

               Re:    Mortgage Asset-Backed Pass-Through Certificates,
                      Series 2006-NC2, Class R-[     ]

Ladies and Gentlemen:

               This  letter  is  delivered  to  you  in   connection   with  the  transfer  by
_______________________________   (the  "Seller")  to   _______________________________   (the
"Purchaser") of $_____________  Initial Certificate Principal Balance of Mortgage Asset-Backed
Pass-Through  Certificates,  Series 2006-NC2,  Class R-[__] (the "Certificates"),  pursuant to
Section 5.02 of the Pooling and Servicing  Agreement (the "Pooling and Servicing  Agreement"),
dated as of February 1, 2006 among Residential Asset Mortgage  Products,  Inc., as seller (the
"Company"),  Residential  Funding  Corporation,  as master  servicer,  and U.S.  Bank National
Association,  as trustee  (the  "Trustee").  All terms used herein and not  otherwise  defined
shall have the meanings set forth in the Pooling and  Servicing  Agreement.  The Seller hereby
certifies, represents and warrants to, and covenants with, the Company and the Trustee that:

               1.     No purpose of the Seller  relating to the transfer of the Certificate by
the Seller to the Purchaser is or will be to impede the assessment or collection of any tax.

               2.     The Seller  understands  that the Purchaser has delivered to the Trustee
and the  Master  Servicer a transfer  affidavit  and  agreement  in the form  attached  to the
Pooling and  Servicing  Agreement  as Exhibit  I-1.  The Seller does not know or believe  that
any representation contained therein is false.

               3.     The  Seller  has at the  time of the  transfer  conducted  a  reasonable
investigation  of the  financial  condition  of the  Purchaser  as  contemplated  by  Treasury
Regulations Section  1.860E-1(c)(4)(i) and, as a result of that investigation,  the Seller has
determined  that the  Purchaser  has  historically  paid its debts as they  become due and has
found no  significant  evidence to indicate  that the  Purchaser  will not continue to pay its
debts as they become due in the future.  The Seller  understands  that the transfer of a Class
R  Certificate  may not be respected for United States income tax purposes (and the Seller may
continue to be liable for United States income taxes associated  therewith)  unless the Seller
has conducted such an investigation.

               4.     The Seller has no actual  knowledge  that the proposed  Purchaser is not
both a United States Person and a Permitted Transferee.

                                                   Very truly yours,




                                                   (Seller)


                                                   By:
                                                   Name:
                                                   Title:






                                          EXHIBIT J

                            FORM OF INVESTOR REPRESENTATION LETTER

                                  ______________, 20__

Residential Asset Mortgage Products, Inc
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, MN 55437

U.S. Bank National Association
EP-MN-WS3D
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Structured Finance/ RAMP Series 2006-NC2

Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, MN  55437
Attention:  Residential Asset Mortgage Products, Inc. Series 2006-NC2

               Re:    Mortgage Asset-Backed Pass-Through Certificates,
                      Series 2006-NC2, [Class SB]  and [Class B-1]

Ladies and Gentlemen:

               _________________________   (the   "Purchaser")   intends  to   purchase   from
___________________________   (the  "Seller")  $_____________  Initial  Certificate  Principal
Balance of Mortgage Asset-Backed  Pass-Through  Certificates,  Series 2006-NC2,  Class SB (the
"Certificates"),  issued  pursuant to the Pooling and  Servicing  Agreement  (the "Pooling and
Servicing  Agreement"),  dated  as of  February  1,  2006  among  Residential  Asset  Mortgage
Products,  Inc.,  as  seller  (the  "Company"),  Residential  Funding  Corporation,  as master
servicer  (the  "Master  Servicer"),  and U.S.  Bank  National  Association,  as trustee  (the
"Trustee").  All terms used  herein and not  otherwise  defined  shall have the  meanings  set
forth in the Pooling and Servicing  Agreement.  The  Purchaser  hereby  certifies,  represents
and warrants to, and covenants with, the Company, the Trustee and the Master Servicer that:

                      1.     The  Purchaser  understands  that (a) the  Certificates  have not
               been and will not be registered or qualified  under the Securities Act of 1933,
               as amended  (the  "Act") or any state  securities  law,  (b) the Company is not
               required to so register or qualify the  Certificates,  (c) the Certificates may
               be resold only if registered  and qualified  pursuant to the  provisions of the
               Act or any state securities law, or if an exemption from such  registration and
               qualification is available,  (d) the Pooling and Servicing  Agreement  contains
               restrictions   regarding  the  transfer  of  the   Certificates   and  (e)  the
               Certificates will bear a legend to the foregoing effect.

                      2.     The Purchaser is acquiring the  Certificates  for its own account
               for investment  only and not with a view to or for sale in connection  with any
               distribution  thereof  in  any  manner  that  would  violate  the  Act  or  any
               applicable state securities laws.

                      3.     The Purchaser is (a) a substantial,  sophisticated  institutional
               investor  having such  knowledge  and  experience  in  financial  and  business
               matters,  and, in particular,  in such matters related to securities similar to
               the  Certificates,  such that it is capable of evaluating  the merits and risks
               of investment in the Certificates,  (b) able to bear the economic risks of such
               an  investment  and (c) an  "accredited  investor"  within the  meaning of Rule
               501(a) promulgated pursuant to the Act.

                      4.     The  Purchaser  has  been   furnished   with,   and  has  had  an
               opportunity to review (a) [a copy of the Private  Placement  Memorandum,  dated
               ___________________,  20__,  relating  to the  Certificates  (b)] a copy of the
               Pooling and Servicing  Agreement and [b] [c] such other information  concerning
               the  Certificates,  the Mortgage Loans and the Company as has been requested by
               the  Purchaser  from  the  Company  or  the  Seller  and  is  relevant  to  the
               Purchaser's  decision to purchase the  Certificates.  The Purchaser has had any
               questions  arising  from such  review  answered by the Company or the Seller to
               the  satisfaction  of the  Purchaser.  [If the  Purchaser  did not purchase the
               Certificates  from the Seller in connection  with the initial  distribution  of
               the  Certificates  and  was  provided  with a copy  of  the  Private  Placement
               Memorandum  (the  "Memorandum")  relating to the original  sale (the  "Original
               Sale") of the  Certificates  by the Company,  the Purchaser  acknowledges  that
               such  Memorandum  was  provided to it by the Seller,  that the  Memorandum  was
               prepared by the Company  solely for use in  connection  with the Original  Sale
               and the Company did not  participate  in or  facilitate in any way the purchase
               of the Certificates by the Purchaser from the Seller,  and the Purchaser agrees
               that it will look solely to the Seller and not to the Company  with  respect to
               any damage,  liability,  claim or expense arising out of,  resulting from or in
               connection with (a) error or omission, or alleged error or omission,  contained
               in the Memorandum,  or (b) any information,  development or event arising after
               the date of the Memorandum.]

                      5.     The  Purchaser  has not and  will  not nor has it  authorized  or
               will it  authorize  any  person  to (a)  offer,  pledge,  sell,  dispose  of or
               otherwise  transfer any  Certificate,  any interest in any  Certificate  or any
               other  similar  security to any person in any manner,  (b) solicit any offer to
               buy or to accept a pledge,  disposition of other  transfer of any  Certificate,
               any interest in any  Certificate or any other similar  security from any person
               in any  manner,  (c)  otherwise  approach  or  negotiate  with  respect  to any
               Certificate,  any interest in any  Certificate  or any other  similar  security
               with any person in any manner,  (d) make any general  solicitation  by means of
               general  advertising or in any other manner or (e) take any other action,  that
               (as to any of (a) through (e) above)  would  constitute a  distribution  of any
               Certificate   under  the  Act,  that  would  render  the   disposition  of  any
               Certificate  a violation of Section 5 of the Act or any state  securities  law,
               or that would require  registration  or  qualification  pursuant  thereto.  The
               Purchaser will not sell or otherwise  transfer any of the Certificates,  except
               in compliance with the provisions of the Pooling and Servicing Agreement.

                      6.     The Purchaser hereby  certifies,  represents and warrants to, and
               covenants  with the  Trustee,  the  Company  and the Master  Servicer  that the
               following statements in (a), (b) or (c) are correct:

                             (a) The  Purchaser  is not an  employee  benefit  plan  or  other
                      plan subject to the  prohibited  transaction  provisions of the Employee
                      Retirement  Income  Security  Act of  1974,  as  amended  ("ERISA"),  or
                      Section  4975 of the  Internal  Revenue  Code of 1986,  as amended  (the
                      "Code") (each, a "Plan"), or any Person (including,  without limitation,
                      an insurance  company  investing  its general  accounts,  an  investment
                      manager,  a named fiduciary or a trustee of any Plan) who is using "plan
                      assets," within the meaning of the U.S.  Department of Labor  regulation
                      promulgated  at 29  C.F.R.ss.  2510.3-101,  of any Plan  (each,  a "Plan
                      Investor") to effect such acquisition;

                             (b) in the  case  of  any  Class  B  Certificate,  the  following
                      conditions  are satisfied:  (i) such Purchaser is an insurance  company,
                      (ii) the source of funds used to purchase or hold such  Certificate  (or
                      any interest  therein) is an  "insurance  company  general  account" (as
                      defined  in  U.S.  Department  of  Labor  Prohibited  Transaction  Class
                      Exemption  ("PTCE")  95-60,  and  (iii)  the  conditions  set  forth  in
                      Sections I and III of PTCE 95-60 have been satisfied; or

                             (c) The  Purchaser  has  provided  the  Trustee,  the Company and
                      the Master  Servicer  with an opinion  of counsel  acceptable  to and in
                      form and  substance  satisfactory  to the  Trustee,  the Company and the
                      Master  Servicer  to the effect  that the  purchase  and  holding of the
                      Certificates  is permissible  under  applicable law, will not constitute
                      or  result  in any  non-exempt  prohibited  transaction  under  ERISA or
                      Section 4975 of the Code (or  comparable  provisions  of any  subsequent
                      enactments) and will not subject the Trustee,  the Company or the Master
                      Servicer  to any  obligation  or  liability  (including  obligations  or
                      liabilities  under  ERISA or Section  4975 of the Code) in  addition  to
                      those undertaken in the Pooling and Servicing  Agreement,  which opinion
                      of counsel  shall not be an expense of the  Trustee,  the Company or the
                      Master Servicer.







        In  addition,  the  Purchaser  hereby  certifies,  represents  and  warrants  to,  and
covenants  with, the Trustee,  the Company and the Master Servicer that the Purchaser will not
transfer the  Certificates  to any transferee  unless such transferee  meets the  requirements
set forth in either (a), (b) or (c) above.

                                                   Very truly yours,


                                                   (Purchaser)

                                                   By:
                                                   Name:
                                                   Title:








                                          EXHIBIT K

                           FORM OF TRANSFEROR REPRESENTATION LETTER




                                                 ________, 20


Residential Asset Mortgage Products, Inc
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, MN 55437

U.S. Bank National Association
EP-MN-WS3D
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Structured Finance/ RAMP Series 2006-NC2

               Re:    Mortgage Asset-Backed Pass-Through Certificates,
                      Series 2006-NC2, [Class SB]

Ladies and Gentlemen:

               In   connection   with   the   sale   by                  (the   "Seller")   to
                    (the "Purchaser") of $           Initial Certificate  Principal Balance of
Mortgage   Asset-Backed   Pass-Through   Certificates,   Series   2006-NC2,   Class   SB  (the
"Certificates"),  issued  pursuant to the Pooling and  Servicing  Agreement  (the "Pooling and
Servicing  Agreement"),  dated  as of  February  1,  2006  among  Residential  Asset  Mortgage
Products,  Inc.,  as  seller  (the  "Company"),  Residential  Funding  Corporation,  as master
servicer,  and U.S. Bank National Association,  as trustee (the "Trustee").  The Seller hereby
certifies, represents and warrants to, and covenants with, the Company and the Trustee that:

               Neither the Seller nor anyone  acting on its behalf has (a)  offered,  pledged,
sold,  disposed of or otherwise  transferred any Certificate,  any interest in any Certificate
or any other  similar  security to any person in any manner,  (b) has  solicited  any offer to
buy or to accept a pledge,  disposition or other transfer of any Certificate,  any interest in
any  Certificate  or any  other  similar  security  from any  person  in any  manner,  (c) has
otherwise  approached  or  negotiated  with  respect to any  Certificate,  any interest in any
Certificate  or any other  similar  security  with any person in any manner,  (d) has made any
general  solicitation  by means of  general  advertising  or in any other  manner,  or (e) has
taken  any  other  action,  that (as to any of (a)  through  (e)  above)  would  constitute  a
distribution  of the  Certificates  under the Securities  Act of 1933 (the "Act"),  that would
render the  disposition  of any  Certificate  a violation of Section 5 of the Act or any state
securities law, or that would require  registration or  qualification  pursuant  thereto.  The
Seller will not act, in any manner set forth in the  foregoing  sentence  with  respect to any
Certificate.  The  Seller  has  not  and  will  not  sell  or  otherwise  transfer  any of the
Certificates,  except  in  compliance  with  the  provisions  of  the  Pooling  and  Servicing
Agreement.

                                  Very truly yours,




                                  (Seller)



                                  By:
                                  Name:
                                  Title:







                                          EXHIBIT L

                          TEXT OF AMENDMENT TO POOLING AND SERVICING
                         AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
                                       LIMITED GUARANTY


                                         ARTICLE XIII

                   Subordinate Certificate Loss Coverage; Limited Guaranty

               Section 13.01.  Subordinate  Certificate Loss Coverage;  Limited Guaranty.  (a)
Subject to subsection  (c) below,  prior to the later of the third  Business Day prior to each
Distribution  Date or the related  Determination  Date, the Master  Servicer  shall  determine
whether it or any  Subservicer  will be  entitled  to any  reimbursement  pursuant  to Section
4.02(a) on such  Distribution  Date for  Advances or  Subservicer  Advances  previously  made,
(which  will  not be  Advances  or  Subservicer  Advances  that  were  made  with  respect  to
delinquencies  which were subsequently  determined to be Excess Special Hazard Losses,  Excess
Fraud  Losses,  Excess  Bankruptcy  Losses or  Extraordinary  Losses)  and,  if so, the Master
Servicer  shall demand  payment from  Residential  Funding of an amount equal to the amount of
any Advances or Subservicer  Advances  reimbursed  pursuant to Section 4.02(a),  to the extent
such  Advances or  Subservicer  Advances  have not been included in the amount of the Realized
Loss  in  the  related  Mortgage  Loan,  and  shall  distribute  the  same  to  the  Class  SB
Certificateholders  in the same manner as if such amount  were to be  distributed  pursuant to
Section 4.02(a).

               (b)    Subject  to  subsection  (c)  below,  prior to the  later  of the  third
Business Day prior to each  Distribution  Date or the related  Determination  Date, the Master
Servicer  shall  determine  whether any  Realized  Losses  (other than Excess  Special  Hazard
Losses,  Excess  Bankruptcy  Losses,  Excess  Fraud Losses and  Extraordinary  Losses) will be
allocated to the Class SB  Certificates  on such  Distribution  Date pursuant to Section 4.05,
and, if so, the Master  Servicer shall demand payment from  Residential  Funding of the amount
of such  Realized Loss and shall  distribute  the same to the Class SB  Certificateholders  in
the same  manner  as if such  amount  were to be  distributed  pursuant  to  Section  4.02(a);
provided,  however,  that the amount of such demand in respect of any Distribution  Date shall
in no event be  greater  than the sum of (i) the  additional  amount  of  Accrued  Certificate
Interest that would have been paid for the Class SB  Certificateholders  on such  Distribution
Date had such  Realized  Loss or Losses not occurred  plus (ii) the amount of the reduction in
the Certificate  Principal  Balances of the Class SB Certificates  on such  Distribution  Date
due to such  Realized Loss or Losses.  Notwithstanding  such  payment,  such  Realized  Losses
shall be deemed to have been borne by the  Certificateholders  for  purposes of Section  4.05.
Excess  Special   Hazard  Losses,   Excess  Fraud  Losses,   Excess   Bankruptcy   Losses  and
Extraordinary  Losses  allocated  to the  Class SB  Certificates  will not be  covered  by the
Subordinate Certificate Loss Obligation.

               (c)    Demands for  payments  pursuant to this  Section  shall be made prior to
the  later  of the  third  Business  Day  prior  to  each  Distribution  Date  or the  related
Determination  Date by the Master  Servicer with written  notice  thereof to the Trustee.  The
maximum amount that  Residential  Funding shall be required to pay pursuant to this Section on
any  Distribution  Date  (the  "Amount  Available")  shall  be  equal  to  the  lesser  of (X)
                minus the sum of (i) all previous  payments made under subsections (a) and (b)
hereof  and (ii) all  draws  under  the  Limited  Guaranty  made in lieu of such  payments  as
described  below  in  subsection  (d) and  (Y)  the  then  outstanding  Certificate  Principal
Balances of the Class SB  Certificates,  or such lower amount as may be  established  pursuant
to  Section  13.02.  Residential  Funding's  obligations  as  described  in this  Section  are
referred to herein as the "Subordinate Certificate Loss Obligation."

               (d)    The Trustee will promptly notify General Motors  Acceptance  Corporation
of any  failure  of  Residential  Funding  to make any  payments  hereunder  and shall  demand
payment  pursuant  to the  limited  guaranty  (the  "Limited  Guaranty"),  executed by General
Motors Acceptance  Corporation,  of Residential Funding's obligation to make payments pursuant
to this  Section,  in an amount equal to the lesser of (i) the Amount  Available and (ii) such
required  payments,  by delivering to General Motors  Acceptance  Corporation a written demand
for  payment  by  wire  transfer,  not  later  than  the  second  Business  Day  prior  to the
Distribution Date for such month, with a copy to the Master Servicer.

               (e)    All payments  made by  Residential  Funding  pursuant to this Section or
amounts  paid under the  Limited  Guaranty  shall be  deposited  directly  in the  Certificate
Account,  for  distribution  on  the  Distribution  Date  for  such  month  to  the  Class  SB
Certificateholders.

               (f)    The  Company  shall  have  the  option,  in  its  sole  discretion,   to
substitute  for either or both of the Limited  Guaranty or the  Subordinate  Certificate  Loss
Obligation  another instrument in the form of a corporate  guaranty,  an irrevocable letter of
credit,  a surety bond,  insurance  policy or similar  instrument or a reserve fund;  provided
that (i) the  Company  obtains  (subject  to the  provisions  of  Section  10.01(f)  as if the
Company was  substituted  for the Master  Servicer  solely for the purposes of such provision)
an Opinion of Counsel  (which  need not be an opinion of  Independent  counsel)  to the effect
that  obtaining such  substitute  corporate  guaranty,  irrevocable  letter of credit,  surety
bond,  insurance  policy or similar  instrument  or reserve fund will not cause either (a) any
federal tax to be imposed on the Trust Fund,  including  without  limitation,  any federal tax
imposed  on  "prohibited   transactions"  under  Section   860(F)(a)(1)  of  the  Code  or  on
"contributions  after the startup  date"  under  Section  860(G)(d)(1)  of the Code or (b) the
Trust  Fund to fail to  qualify as a REMIC at any time that any  Certificate  is  outstanding,
and (ii) no such  substitution  shall be made unless (A) the  substitute  Limited  Guaranty or
Subordinate  Certificate  Loss  Obligation  is for an  initial  amount  not less than the then
current  Amount  Available  and  contains   provisions  that  are  in  all  material  respects
equivalent  to the  original  Limited  Guaranty or  Subordinate  Certificate  Loss  Obligation
(including that no portion of the fees,  reimbursements  or other  obligations  under any such
instrument  will be borne by the  Trust  Fund),  (B) the long  term  debt  obligations  of any
obligor of any substitute  Limited  Guaranty or Subordinate  Certificate  Loss  Obligation (if
not  supported by the Limited  Guaranty)  shall be rated at least the lesser of (a) the rating
of the long term debt obligations of General Motors  Acceptance  Corporation as of the date of
issuance  of the  Limited  Guaranty  and (b) the rating of the long term debt  obligations  of
General Motors  Acceptance  Corporation at the date of such  substitution  and (C) the Company
obtains written  confirmation from each nationally  recognized credit rating agency that rated
the Class SB  Certificates  at the request of the  Company  that such  substitution  shall not
lower the  rating  on the  Class SB  Certificates  below  the  lesser of (a) the  then-current
rating  assigned  to the Class SB  Certificates  by such  rating  agency and (b) the  original
rating  assigned to the Class SB  Certificates  by such rating agency.  Any replacement of the
Limited  Guaranty or Subordinate  Certificate  Loss Obligation  pursuant to this Section shall
be  accompanied  by a written  Opinion of  Counsel to the  substitute  guarantor  or  obligor,
addressed  to  the  Master  Servicer  and  the  Trustee,   that  such  substitute   instrument
constitutes  a legal,  valid and binding  obligation of the  substitute  guarantor or obligor,
enforceable  in accordance  with its terms,  and  concerning  such other matters as the Master
Servicer and the Trustee shall reasonably  request.  Neither the Company,  the Master Servicer
nor the Trustee  shall be  obligated  to  substitute  for or replace  the Limited  Guaranty or
Subordinate Certificate Loss Obligation under any circumstance.

               Section 13.02.  Amendments  Relating to the Limited  Guaranty.  Notwithstanding
Sections 11.01 or 13.01:  (i) the  provisions of this Article XIII may be amended,  superseded
or deleted,  (ii) the Limited  Guaranty or  Subordinate  Certificate  Loss  Obligation  may be
amended,  reduced  or  canceled,  and (iii) any other  provision  of this  Agreement  which is
related or  incidental  to the matters  described  in this  Article XIII may be amended in any
manner;  in each case by written  instrument  executed  or  consented  to by the  Company  and
Residential Funding but without the consent of any  Certificateholder  and without the consent
of the Master  Servicer or the Trustee being required  unless any such amendment  would impose
any  additional  obligation  on, or otherwise  adversely  affect the  interests of, the Master
Servicer or the Trustee,  as applicable;  provided that the Company shall also obtain a letter
from each nationally  recognized  credit rating agency that rated the Class SB Certificates at
the  request  of the  Company  to the  effect  that such  amendment,  reduction,  deletion  or
cancellation  will not lower the rating on the Class SB  Certificates  below the lesser of (a)
the  then-current  rating  assigned to the Class SB Certificates by such rating agency and (b)
the original rating  assigned to the Class SB  Certificates by such rating agency,  unless (A)
the Holder of 100% of the Class SB  Certificates  is  Residential  Funding or an  Affiliate of
Residential  Funding,  or (B) such amendment,  reduction,  deletion or cancellation is made in
accordance with Section  11.01(e) and,  provided  further that the Company obtains (subject to
the provisions of Section  10.01(f) as if the Company was  substituted for the Master Servicer
solely  for  the  purposes  of  such  provision),  in the  case  of a  material  amendment  or
supersession  (but not a reduction,  cancellation  or deletion of the Limited  Guaranty or the
Subordinate  Certificate  Loss  Obligation),  an  Opinion  of  Counsel  (which  need not be an
opinion of  Independent  counsel) to the effect that any such amendment or  supersession  will
not cause  either  (a) any  federal  tax to be imposed on the Trust  Fund,  including  without
limitation,  any federal tax imposed on "prohibited  transactions" under Section 860F(a)(1) of
the Code or on  "contributions  after the startup date" under  Section  860G(d)(1) of the Code
or (b) the  Trust  Fund to fail to  qualify  as a REMIC at any time  that any  Certificate  is
outstanding.  A copy of any such  instrument  shall be  provided to the Trustee and the Master
Servicer  together with an Opinion of Counsel that such  amendment  complies with this Section
13.02.








                                          EXHIBIT M

                                   FORM OF LIMITED GUARANTY

                          RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.

                       Mortgage Asset-Backed Pass-Through Certificates
                                       Series 2006-NC2


                                                         __________, 200__


U.S. Bank National Association
EP-MN-WS3D
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Structured Finance/ RAMP Series 2006-NC2

Ladies and Gentlemen:

               WHEREAS,  Residential Funding Corporation, a Delaware corporation ("Residential
Funding"),  an indirect wholly-owned  subsidiary of General Motors Acceptance  Corporation,  a
New York corporation  ("GMAC"),  plans to incur certain obligations as described under Section
13.01 of the  Pooling and  Servicing  Agreement  dated as of February 1, 2006 (the  "Servicing
Agreement"),  among Residential  Asset Mortgage  Products,  Inc. (the "Company"),  Residential
Funding and U.S. Bank  National  Association  (the  "Trustee") as amended by Amendment No. ___
thereto,  dated  as of  ________,  with  respect  to the  Mortgage  Asset-Backed  Pass-Through
Certificates, Series 2006-NC2 (the "Certificates"); and

               WHEREAS,  pursuant to Section  13.01 of the  Servicing  Agreement,  Residential
Funding  agrees to make payments to the Holders of the Class SB  Certificates  with respect to
certain losses on the Mortgage Loans as described in the Servicing Agreement; and

               WHEREAS,  GMAC  desires  to  provide  certain  assurances  with  respect to the
ability of  Residential  Funding to secure  sufficient  funds and  faithfully  to perform  its
Subordinate Certificate Loss Obligation;

               NOW THEREFORE,  in  consideration  of the premises herein contained and certain
other good and  valuable  consideration,  the  receipt of which is hereby  acknowledged,  GMAC
agrees as follows:

               1.     Provision  of Funds.  (a) GMAC agrees to  contribute  and deposit in the
Certificate  Account on behalf of  Residential  Funding (or otherwise  provide to  Residential
Funding,  or to cause  to be made  available  to  Residential  Funding),  either  directly  or
through a subsidiary,  in any case prior to the related  Distribution Date, such moneys as may
be required by Residential  Funding to perform its  Subordinate  Certificate  Loss  Obligation
when and as the same  arises  from time to time upon the demand of the  Trustee in  accordance
with Section 13.01 of the Servicing Agreement.

               (b)    The agreement  set forth in the preceding  clause (a) shall be absolute,
irrevocable and  unconditional  and shall not be affected by the transfer by GMAC or any other
person  of  all  or any  part  of  its  or  their  interest  in  Residential  Funding,  by any
insolvency,  bankruptcy,  dissolution or other proceeding affecting Residential Funding or any
other person,  by any defense or right of  counterclaim,  set-off or recoupment  that GMAC may
have against  Residential  Funding or any other  person or by any other fact or  circumstance.
Notwithstanding  the foregoing,  GMAC's  obligations under clause (a) shall terminate upon the
earlier of (x)  substitution  for this Limited  Guaranty  pursuant to Section  13.01(f) of the
Servicing  Agreement,  or (y) the  termination  of the Trust Fund  pursuant  to the  Servicing
Agreement.

               2.     Waiver.  GMAC  hereby  waives  any  failure  or  delay  on the  part  of
Residential  Funding,  the Trustee or any other person in asserting or enforcing any rights or
in making any claims or demands  hereunder.  Any  defective  or partial  exercise  of any such
rights  shall not  preclude  any other or further  exercise  of that or any other such  right.
GMAC further  waives demand,  presentment,  notice of default,  protest,  notice of acceptance
and any other notices with respect to this Limited Guaranty,  including,  without  limitation,
those of action or nonaction on the part of Residential Funding or the Trustee.

               3.     Modification,  Amendment and  Termination.  This Limited Guaranty may be
modified,  amended or  terminated  only by the written  agreement  of GMAC and the Trustee and
only if such  modification,  amendment or termination is permitted  under Section 13.02 of the
Servicing  Agreement.  The obligations of GMAC under this Limited  Guaranty shall continue and
remain in effect so long as the  Servicing  Agreement  is not  modified  or amended in any way
that might  affect the  obligations  of GMAC under this  Limited  Guaranty  without  the prior
written consent of GMAC.

               4.     Successor.   Except  as  otherwise   expressly   provided  herein,   the
guarantee herein set forth shall be binding upon GMAC and its respective successors.

               5.     Governing  Law. This Limited  Guaranty  shall be governed by the laws of
the State of New York, without regard to the conflicts of law principles  thereof,  other than
Sections 5-1401 and 5-1402 of the New York General Obligations Law.

               6.     Authorization  and  Reliance.  GMAC  understands  that  a copy  of  this
Limited  Guaranty  shall be  delivered  to the Trustee in  connection  with the  execution  of
Amendment No. 1 to the  Servicing  Agreement  and GMAC hereby  authorizes  the Company and the
Trustee to rely on the covenants and agreements set forth herein.

               7.     Definitions.  Capitalized  terms used but not otherwise  defined  herein
shall have the meaning given them in the Servicing Agreement.

               8.     Counterparts.  This  Limited  Guaranty  may be executed in any number of
counterparts,  each of which shall be deemed to be an  original  and such  counterparts  shall
constitute but one and the same instrument.

               IN WITNESS  WHEREOF,  GMAC has caused this Limited  Guaranty to be executed and
delivered by its respective  officers  thereunto duly  authorized as of the day and year first
above written.

                                            GENERAL MOTORS ACCEPTANCE
                                            CORPORATION


                                            By:
                                            Name:
                                            Title:


Acknowledged by:

U.S. BANK NATIONAL ASSOCIATION,
  as Trustee


By:
Name:
Title:


RESIDENTIAL ASSET MORTGAGE
    PRODUCTS, INC.


By:
Name:
Title:






                                          EXHIBIT N

                 FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN


                                                   __________________, 20____

Residential Asset Mortgage
   Products, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota  55437

U.S. Bank National Association
EP-MN-WS3D
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Structured Finance/ RAMP Series 2006-NC2

               Re:    Mortgage Asset-Backed Pass-Through Certificates, Series 2006-NC2
                      Assignment of Mortgage Loan


Ladies and Gentlemen:

               This  letter  is  delivered  to  you  in  connection  with  the  assignment  by
_________________   (the   "Trustee")   to    _______________________    (the   "Lender")   of
_______________  (the  "Mortgage  Loan")  pursuant  to  Section  3.13(d)  of the  Pooling  and
Servicing  Agreement  (the  "Pooling and Servicing  Agreement"),  dated as of February 1, 2006
among  Residential  Asset  Mortgage  Products,  Inc., as seller (the  "Company"),  Residential
Funding  Corporation,  as master  servicer,  and the  Trustee.  All terms used  herein and not
otherwise  defined shall have the meanings set forth in the Pooling and  Servicing  Agreement.
The Lender  hereby  certifies,  represents  and warrants to, and  covenants  with,  the Master
Servicer and the Trustee that:

        (i)    the Mortgage Loan is secured by Mortgaged  Property  located in a  jurisdiction
in which an  assignment  in lieu of  satisfaction  is  required  to  preserve  lien  priority,
minimize  or avoid  mortgage  recording  taxes or  otherwise  comply  with,  or  facilitate  a
refinancing under, the laws of such jurisdiction;

        (ii)   the substance of the  assignment  is, and is intended to be, a  refinancing  of
such  Mortgage  Loan and the form of the  transaction  is solely to comply with, or facilitate
the transaction under, such local laws;

        (iii)  the Mortgage Loan following the proposed  assignment will be modified to have a
rate of interest at least 0.25  percent  below or above the rate of interest on such  Mortgage
Loan prior to such proposed assignment; and

        (iv)   such  assignment is at the request of the borrower  under the related  Mortgage
Loan.

                                            Very truly yours,



                                            (Lender)

                                            By:
                                            Name:
                                            Title:







                                          EXHIBIT O

                         FORM OF RULE 144A INVESTMENT REPRESENTATION


                   Description of Rule 144A Securities, including numbers:
                       _______________________________________________
                       _______________________________________________
                       _______________________________________________
                       _______________________________________________


               The  undersigned  seller,  as  registered  holder  (the  "Seller"),  intends to
transfer the Rule 144A Securities described above to the undersigned buyer (the "Buyer").

               1. In  connection  with such  transfer and in  accordance  with the  agreements
pursuant to which the Rule 144A  Securities  were  issued,  the Seller  hereby  certifies  the
following   facts:   Neither  the  Seller  nor  anyone  acting  on  its  behalf  has  offered,
transferred,  pledged,  sold or otherwise  disposed of the Rule 144A Securities,  any interest
in the Rule 144A  Securities or any other  similar  security to, or solicited any offer to buy
or accept a transfer,  pledge or other  disposition of the Rule 144A Securities,  any interest
in the Rule 144A  Securities or any other similar  security  from, or otherwise  approached or
negotiated  with  respect  to  the  Rule 144A  Securities,   any  interest  in  the  Rule 144A
Securities or any other similar  security with, any person in any manner,  or made any general
solicitation  by means of  general  advertising  or in any  other  manner,  or taken any other
action,  that  would  constitute  a  distribution  of  the  Rule  144A  Securities  under  the
Securities Act of 1933, as amended (the "1933 Act"),  or that would render the  disposition of
the Rule 144A  Securities  a  violation  of Section 5 of the 1933 Act or require  registration
pursuant  thereto,  and that the Seller has not offered the Rule 144A Securities to any person
other  than the Buyer or  another  "qualified  institutional  buyer" as  defined  in Rule 144A
under the 1933 Act.

               2. The Buyer warrants and represents  to, and covenants  with, the Seller,  the
Trustee  and the Master  Servicer  (as defined in the Pooling  and  Servicing  Agreement  (the
"Agreement"),  dated as of February 1, 2006 among  Residential  Funding  Corporation as Master
Servicer (the "Master  Servicer"),  Residential  Asset  Mortgage  Products,  Inc. as depositor
pursuant to Section 5.02 of the  Agreement  and U.S.  Bank  National  Association,  as trustee
(the "Trustee"), as follows:

                      a. The Buyer  understands  that the Rule 144A  Securities  have not been
        registered under the 1933 Act or the securities laws of any state.

                      b.   The   Buyer   considers   itself   a   substantial,   sophisticated
        institutional  investor having such knowledge and experience in financial and business
        matters that it is capable of  evaluating  the merits and risks of  investment  in the
        Rule 144A Securities.

                      c. The Buyer  has been  furnished  with all  information  regarding  the
        Rule 144A Securities that it has requested from the Seller,  the Trustee or the Master
        Servicer.

                      d.  Neither  the Buyer nor  anyone  acting on its  behalf  has  offered,
        transferred,  pledged,  sold or otherwise  disposed of the Rule 144A  Securities,  any
        interest in the Rule 144A  Securities or any other  similar  security to, or solicited
        any offer to buy or accept a transfer,  pledge or other  disposition  of the Rule 144A
        Securities,  any interest in the Rule 144A  Securities or any other  similar  security
        from, or otherwise  approached or negotiated with respect to the Rule 144A Securities,
        any interest in the Rule 144A  Securities  or any other  similar  security  with,  any
        person  in  any  manner,  or  made  any  general  solicitation  by  means  of  general
        advertising or in any other manner,  or taken any other action,  that would constitute
        a  distribution  of the Rule 144A  Securities  under the 1933 Act or that would render
        the  disposition of the Rule 144A  Securities a violation of Section 5 of the 1933 Act
        or require  registration  pursuant thereto,  nor will it act, nor has it authorized or
        will it  authorize  any person to act, in such  manner  with  respect to the Rule 144A
        Securities.

                      e. The  Buyer  is a  "qualified  institutional  buyer"  as that  term is
        defined  in Rule  144A  under  the 1933 Act and has  completed  either of the forms of
        certification  to that  effect  attached  hereto  as Annex 1 or Annex 2. The  Buyer is
        aware  that  the sale to it is being  made in  reliance  on Rule  144A.  The  Buyer is
        acquiring  the Rule 144A  Securities  for its own  account  or the  accounts  of other
        qualified  institutional  buyers,  understands  that such Rule 144A  Securities may be
        resold,  pledged  or  transferred  only (i) to a person  reasonably  believed  to be a
        qualified  institutional  buyer that  purchases for its own account or for the account
        of a qualified  institutional buyer to whom notice is given that the resale, pledge or
        transfer  is  being  made in  reliance  on Rule  144A,  or (ii)  pursuant  to  another
        exemption from registration under the 1933 Act.

               3.     The Buyer

                      a.  is not an  employee  benefit  plan  or  other  plan  subject  to the
        prohibited  transaction  provisions of the Employee  Retirement Income Security Act of
        1974, as amended  ("ERISA"),  or Section 4975 of the Internal Revenue Code of 1986, as
        amended (the "Code") (each, a "Plan"),  or any Person (including,  without limitation,
        an insurance company investing its general accounts,  an investment  manager,  a named
        fiduciary or a trustee of any Plan) who is using "plan assets,"  within the meaning of
        the U.S. Department of Labor regulation promulgated at 29 C.F.R.ss.2510.3-101,  of any
        Plan (each, a "Plan Investor") to effect such acquisition;

                      b. in the case of any Class B Certificate,  the following conditions are
        satisfied:  (i) the Buyer is an  insurance  company,  (ii) the source of funds used to
        purchase or hold such Certificate (or any interest  therein) is an "insurance  company
        general account" (as defined in U.S. Department of Labor Prohibited  Transaction Class
        Exemption  ("PTCE") 95-60, and (iii) the conditions set forth in Sections I and III of
        PTCE 95-60 have been satisfied; or

                      c. has provided  the  Trustee,  the  Depositor  and the Master  Servicer
        with an opinion of counsel  acceptable  to and in form and substance  satisfactory  to
        the Trustee,  the  Depositor  and the Master  Servicer to the effect that the purchase
        and  holding  of the  Certificates  is  permissible  under  applicable  law,  will not
        constitute or result in any non-exempt  prohibited  transaction under ERISA or Section
        4975 of the Code (or comparable provisions of any subsequent  enactments) and will not
        subject  the  Trustee,  the  Depositor  or the Master  Servicer to any  obligation  or
        liability  (including  obligations or  liabilities  under ERISA or Section 4975 of the
        Code) in addition to those  undertaken in the Pooling and Servicing  Agreement,  which
        opinion  of  counsel  shall not be an expense of the  Trustee,  the  Depositor  or the
        Master Servicer.

               4.  This  document  may be  executed  in one or  more  counterparts  and by the
different parties hereto on separate counterparts,  each of which, when so executed,  shall be
deemed to be an original;  such  counterparts,  together,  shall  constitute  one and the same
document.







               IN WITNESS  WHEREOF,  each of the parties has executed  this document as of the
date set forth below.


Print Name of Seller                              Print Name of Buyer

By:                                               By:
        Name:                                             Name:
        Title:                                            Title:

Taxpayer Identification:                          Taxpayer Identification:

No.                                               No.

Date:                                             Date:









                                     ANNEX 1 TO EXHIBIT O


                   QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

                   [For Buyers Other Than Registered Investment Companies]

        The  undersigned  hereby  certifies  as  follows  in  connection  with the  Rule  144A
Investment Representation to which this Certification is attached:

        1.     As indicated below, the undersigned is the President,  Chief Financial Officer,
Senior Vice President or other executive officer of the Buyer.

        2.     In  connection  with  purchases  by  the  Buyer,  the  Buyer  is  a  "qualified
institutional  buyer" as that term is defined in Rule 144A  under the  Securities  Act of 1933
("Rule                                                                                  144A")
because (i) the Buyer owned and/or invested on a discretionary basis $_____________________ in
securities  (except  for the  excluded  securities  referred  to  below)  as of the end of the
Buyer's most recent fiscal year (such amount being  calculated  in accordance  with Rule 144A)
and (ii) the Buyer satisfies the criteria in the category marked below.

    ___    Corporation,  etc. The Buyer is a corporation  (other than a bank, savings and loan
           association  or similar  institution),  Massachusetts  or similar  business  trust,
           partnership,  or  charitable  organization  described  in Section  501(c)(3) of the
           Internal Revenue Code.

    ___    Bank. The Buyer (a) is a national bank or banking  institution  organized under the
           laws of any State,  territory or the District of Columbia, the business of which is
           substantially  confined to banking and is  supervised  by the State or  territorial
           banking  commission  or  similar  official  or  is a  foreign  bank  or  equivalent
           institution,  and  (b)  has  an  audited  net  worth  of at  least  $25,000,000  as
           demonstrated  in its  latest  annual  financial  statements,  a copy of  which  is
           attached hereto.

    ___    Savings and Loan.  The Buyer (a) is a savings and loan  association,  building  and
           loan association,  cooperative bank, homestead  association or similar institution,
           which  is  supervised  and  examined  by  a  State  or  Federal   authority  having
           supervision  over  any  such   institutions  or  is  a  foreign  savings  and  loan
           association or equivalent  institution and (b) has an audited net worth of at least
           $25,000,000 as demonstrated in its latest annual financial statements.

    ___    Broker-Dealer.  The Buyer is a dealer  registered  pursuant  to  Section  15 of the
           Securities Exchange Act of 1934.

    ___    Insurance   Company.   The  Buyer  is  an  insurance   company  whose  primary  and
           predominant  business  activity is the writing of  insurance or the  reinsuring  of
           risks  underwritten  by insurance  companies and which is subject to supervision by
           the insurance  commissioner or a similar official or agency of a State or territory
           or the District of Columbia.

    ___    State or Local Plan.  The Buyer is a plan  established  and  maintained by a State,
           its political  subdivisions,  or any agency or  instrumentality of the State or its
           political subdivisions, for the benefit of its employees.

    ___    ERISA  Plan.  The Buyer is an employee  benefit  plan within the meaning of Title I
           of the Employee Retirement Income Security Act of 1974.

    ___    Investment  Adviser.  The  Buyer is an  investment  adviser  registered  under  the
           Investment Advisers Act of 1940.

    ___    SBIC. The Buyer is a Small Business  Investment  Company licensed by the U.S. Small
           Business   Administration  under  Section 301(c)  or  (d)  of  the  Small  Business
           Investment Act of 1958.

    ___    Business  Development  Company.  The Buyer is a  business  development  company  as
           defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

    ___    Trust  Fund.  The Buyer is a trust  fund whose  trustee is a bank or trust  company
           and whose  participants  are exclusively (a) plans  established and maintained by a
           State, its political  subdivisions,  or any agency or  instrumentality of the State
           or its political  subdivisions,  for the benefit of its employees,  or (b) employee
           benefit  plans  within the  meaning of Title I of the  Employee  Retirement  Income
           Security  Act of  1974,  but is not a trust  fund  that  includes  as  participants
           individual retirement accounts or H.R. 10 plans.

        3.     The term  "securities"  as used  herein  does not  include  (i)  securities  of
issuers  that are  affiliated  with the  Buyer,  (ii)  securities  that are part of an  unsold
allotment  to or  subscription  by the Buyer,  if the Buyer is a dealer,  (iii)  bank  deposit
notes and certificates of deposit, (iv) loan participations,  (v) repurchase agreements,  (vi)
securities owned but subject to a repurchase  agreement and (vii) currency,  interest rate and
commodity swaps.

        4.     For purposes of  determining  the aggregate  amount of securities  owned and/or
invested on a  discretionary  basis by the Buyer,  the Buyer used the cost of such  securities
to the  Buyer  and  did  not  include  any  of the  securities  referred  to in the  preceding
paragraph.  Further,  in  determining  such  aggregate  amount,  the Buyer  may have  included
securities  owned  by  subsidiaries  of  the  Buyer,   but  only  if  such   subsidiaries  are
consolidated  with  the  Buyer  in  its  financial  statements  prepared  in  accordance  with
generally  accepted  accounting  principles and if the  investments of such  subsidiaries  are
managed  under the  Buyer's  direction.  However,  such  securities  were not  included if the
Buyer is a  majority-owned,  consolidated  subsidiary of another  enterprise  and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.

        5.     The Buyer  acknowledges that it is familiar with Rule 144A and understands that
the seller to it and other parties related to the  Certificates  are relying and will continue
to rely on the  statements  made  herein  because  one or more  sales to the  Buyer  may be in
reliance on Rule 144A.







  ___       ___       Will the Buyer be purchasing the Rule 144A
  Yes       No        Securities only for the Buyer's own account?

        6.     If the answer to the  foregoing  question is "no",  the Buyer agrees  that,  in
connection  with any  purchase  of  securities  sold to the Buyer for the  account  of a third
party  (including  any  separate  account)  in  reliance  on Rule  144A,  the Buyer  will only
purchase  for the  account  of a third  party that at the time is a  "qualified  institutional
buyer"  within the meaning of Rule 144A.  In  addition,  the Buyer  agrees that the Buyer will
not  purchase  securities  for  a  third  party  unless  the  Buyer  has  obtained  a  current
representation  letter from such third party or taken other appropriate steps  contemplated by
Rule 144A to conclude that such third party  independently  meets the definition of "qualified
institutional buyer" set forth in Rule 144A.

        7.     The Buyer will notify each of the parties to which this  certification  is made
of any changes in the  information  and conclusions  herein.  Until such notice is given,  the
Buyer's   purchase  of  Rule  144A  Securities   will  constitute  a  reaffirmation   of  this
certification as of the date of such purchase.


                                    Print Name of Buyer

                                    By:
                                            Name:
                                            Title:

                                    Date:







                                     ANNEX 2 TO EXHIBIT O


                   QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

                    [For Buyers That Are Registered Investment Companies]


               The  undersigned  hereby  certifies as follows in connection with the Rule 144A
Investment Representation to which this Certification is attached:

               1.     As indicated  below,  the undersigned is the President,  Chief Financial
Officer or Senior Vice  President of the Buyer or, if the Buyer is a "qualified  institutional
buyer" as that term is defined in Rule 144A  under the  Securities  Act of 1933  ("Rule 144A")
because  Buyer is part of a Family of  Investment  Companies  (as defined  below),  is such an
officer of the Adviser.

               2.     In  connection  with  purchases  by  Buyer,  the  Buyer is a  "qualified
institutional  buyer" as  defined  in SEC  Rule 144A  because  (i) the Buyer is an  investment
company  registered  under the Investment  Company Act of 1940, and (ii) as marked below,  the
Buyer alone,  or the Buyer's Family of Investment  Companies,  owned at least  $100,000,000 in
securities  (other  than the  excluded  securities  referred  to  below)  as of the end of the
Buyer's most recent fiscal year.  For purposes of determining  the amount of securities  owned
by the Buyer or the Buyer's Family of Investment  Companies,  the cost of such  securities was
used.

____           The Buyer owned  $___________________  in  securities  (other than the excluded
               securities  referred to below) as of the end of the Buyer's most recent  fiscal
               year (such amount being calculated in accordance with Rule 144A).

____           The  Buyer is part of a  Family  of  Investment  Companies  which  owned in the
               aggregate  $______________  in securities  (other than the excluded  securities
               referred to below) as of the end of the Buyer's  most recent  fiscal year (such
               amount being calculated in accordance with Rule 144A).

               3.     The term "Family of  Investment  Companies"  as used herein means two or
more  registered  investment  companies  (or  series  thereof)  that have the same  investment
adviser  or  investment  advisers  that are  affiliated  (by  virtue of being  majority  owned
subsidiaries  of the same  parent or  because  one  investment  adviser  is a  majority  owned
subsidiary of the other).

               4.     The term  "securities" as used herein does not include (i) securities of
issuers that are  affiliated  with the Buyer or are part of the Buyer's  Family of  Investment
Companies,  (ii) bank deposit notes and  certificates of deposit,  (iii) loan  participations,
(iv) repurchase  agreements,  (v) securities  owned but subject to a repurchase  agreement and
(vi) currency, interest rate and commodity swaps.

               5.     The Buyer is familiar with  Rule 144A and  understands  that each of the
parties to which this  certification  is made are  relying  and will  continue  to rely on the
statements  made  herein  because  one or more  sales  to the  Buyer  will be in  reliance  on
Rule 144A.  In addition, the Buyer will only purchase for the Buyer's own account.

               6.     The  undersigned   will  notify  each  of  the  parties  to  which  this
certification  is made of any changes in the information and  conclusions  herein.  Until such
notice,  the Buyer's  purchase of Rule 144A Securities will constitute a reaffirmation of this
certification by the undersigned as of the date of such purchase.


                                            Print Name of Buyer


                                            By:
                                            Name:
                                            Title:

                                            IF AN ADVISER:



                                            Print Name of Buyer


                                            Date:








                                          EXHIBIT P

                                          [RESERVED]






                                          EXHIBIT Q

                                          [RESERVED]









                                         EXHIBIT R-1

                               FORM OF FORM 10-K CERTIFICATION


   I, [identify the certifying individual], certify that:

(1)     I have  reviewed  this report on Form 10-K and all reports on Form 10-D required to be
 filed in  respect  of the  period  covered  by this  report on Form  10-K of the  trust  (the
 Exchange Act periodic reports) created pursuant to the Pooling and Servicing  Agreement dated
 __________ (the "Agreement")  among Residential Asset Mortgage  Products,  Inc.,  Residential
 Funding Corporation (the "Master Servicer") and [Name of Trustee] (the "Trustee");

(2)     Based on my  knowledge,  Exchange  Act  periodic  reports,  taken  as a whole,  do not
 contain any untrue  statement of a material fact or omit to state a material  fact  necessary
 to make the statements made, in light of the  circumstances  under which such statements were
 made, not misleading with respect to the period covered by this report;

(3)     Based on my  knowledge,  all of the  distribution,  servicing  and  other  information
 required to be provided  under Form 10-D for the period covered by this report is included in
 the Exchange Act periodic reports;

(4)     I am  responsible  for reviewing the activities  performed by the Master  Servicer and
 based  on my  knowledge  and the  compliance  review  conducted  in  preparing  the  servicer
 compliance  statement  required in this report under Item 1123 of Regulation AB and except as
 disclosed in the  Exchange  Act periodic  reports,  the Master  Servicer  has  fulfilled  its
 obligations under the Agreement; and

(5)     All  of  the  reports  on  assessment  of  compliance  with  servicing   criteria  for
 asset-backed  securities  and their related  attestation  reports on assessment of compliance
 with servicing  criteria for asset-backed  securities  required to be included in this report
 in  accordance  with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have
 been  included as an exhibit to this report,  except as  otherwise  disclosed in this report.
 Any material  instances  of  noncompliance  described in such reports have been  disclosed in
 this report on Form 10-K.

In giving the  certifications  above, I have reasonably relied on the information  provided to
me by the following unaffiliated parties: [the Trustee].

Date:____________

_________________________________*
[Signature]
Name:
Title:

* - to be signed by the senior  officer  in charge of the  servicing  functions  of the Master
Servicer







                                         EXHIBIT R-2

                    FORM OF BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE


   The undersigned,  a Responsible  Officer of U.S. Bank National  Association (the "Trustee")
certifies that:

(1)     The Trustee has performed all of the duties  specifically  required to be performed by
it pursuant to the provisions of the Pooling and Servicing  Agreement dated  ____________ (the
"Agreement")  by and among  Residential  Asset  Mortgage  Products,  Inc.  (the  "Depositor"),
Residential  Funding  Corporation  (the "Master  Servicer") and Trustee in accordance with the
standards set forth therein.

(2)     Based on my  knowledge,  the list of  Certificateholders  as shown on the  Certificate
Register as of the end of each  calendar  year that is  provided  by the  Trustee  pursuant to
Section  4.03(f)(I)  of the  Agreement  is accurate  as of the last day of the 20___  calendar
year.

   Capitalized  terms used and not defined  herein shall have the meanings given such terms in
the Agreement.

        IN WITNESS THEREOF, I have duly executed this certificate as of ____________, 20___.

                                                          Name:_________________
                                                          Title:__________________








                                          EXHIBIT S

     INFORMATION TO BE PROVIDED BY THE MASTER SERVICER TO THE RATING AGENCIES RELATING TO
                              REPORTABLE MODIFIED MORTGAGE LOANS

Account number
Transaction Identifier
Unpaid Principal Balance prior to Modification
Next Due Date
Monthly Principal and Interest Payment
Total Servicing Advances
Current Interest Rate
Original Maturity Date
Original Term to Maturity (Months)
Remaining Term to Maturity (Months)
Trial Modification Indicator
Mortgagor Equity Contribution
Total Servicer Advances
Trial Modification Terms (Months)
Trial Modification Start Date
Trial Modification End Date
Trial Modification Period Principal and Interest Payment
Trial Modification Interest Rate
Trial Modification Term
Rate Reduction Indicator
Interest Rate Post Modification
Rate Reduction Start Date
Rate Reduction End Date
Rate Reduction Term
Term Modified Indicator
Modified Amortization Period
Modified Final Maturity Date
Total Advances Written Off
Unpaid Principal Balance Written Off
Other Past Due Amounts Written Off
Write Off Date
Unpaid Principal Balance Post Write Off
Capitalization Indicator
Mortgagor Contribution
Total Capitalized Amount
Modification Close Date
Unpaid Principal Balance Post Capitalization Modification
Next Payment Due Date per Modification Plan
Principal and Interest Payment Post Modification
Interest Rate Post Modification
Payment Made Post Capitalization
Delinquency Status to Modification Plan






                                          EXHIBIT T

                                          [RESERVED]







                                          EXHIBIT U

                                 YIELD MAINTENANCE AGREEMENT







                                          EXHIBIT V

        SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

        The  assessment  of  compliance  to be delivered by the Trustee  shall  address,  at a
minimum, the criteria identified below as "Applicable Servicing Criteria":

-------------------------------------------------------------------------- ------------------
                                                                              APPLICABLE
                                                                               SERVICING
                           SERVICING CRITERIA                                  CRITERIA
-------------------------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
   REFERENCE                             CRITERIA
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
                             GENERAL SERVICING CONSIDERATIONS
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
1122(d)(1)(i)     Policies and  procedures  are instituted to monitor any
                  performance  or other triggers and events of default in
                  accordance with the transaction agreements.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
1122(d)(1)(ii)    If any material servicing  activities are outsourced to
                  third  parties,  policies and procedures are instituted
                  to   monitor   the  third   party's   performance   and
                  compliance with such servicing activities.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
1122(d)(1)(iii)   Any  requirements  in  the  transaction  agreements  to
                  maintain  a back-up  servicer  for the pool  assets are
                  maintained.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
1122(d)(1)(iv)    A fidelity bond and errors and  omissions  policy is in
                  effect  on the  party  participating  in the  servicing
                  function  throughout the reporting period in the amount
                  of coverage  required by and  otherwise  in  accordance
                  with the terms of the transaction agreements.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
                            CASH COLLECTION AND ADMINISTRATION
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
1122(d)(2)(i)     Payments  on  pool  assets  are   deposited   into  the     |X| (as to
                  appropriate  custodial  bank  accounts and related bank
                  clearing  accounts  no  more  than  two  business  days
                  following  receipt,   or  such  other  number  of  days  accounts held by
                  specified in the transaction agreements.                     Trustee)
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
1122(d)(2)(ii)    Disbursements  made via wire  transfer  on behalf of an     |X| (as to
                  obligor or to an investor  are made only by  authorized   investors only)
                  personnel.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
1122(d)(2)(iii)   Advances of funds or guarantees regarding  collections,
                  cash flows or distributions,  and any interest or other
                  fees charged for such advances,  are made, reviewed and
                  approved as specified in the transaction agreements.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
                  The related accounts for the transaction,  such as cash
                  reserve  accounts or accounts  established as a form of     |X| (as to
                  overcollateralization,    are   separately   maintained  accounts held by
                  (e.g.,  with  respect  to  commingling  of cash) as set      Trustee)
1122(d)(2)(iv)    forth in the transaction agreements.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
1122(d)(2)(v)     Each  custodial  account is  maintained  at a federally
                  insured  depository  institution  as set  forth  in the
                  transaction   agreements.    For   purposes   of   this
                  criterion,  "federally insured depository  institution"
                  with respect to a foreign  financial  institution means
                  a  foreign   financial   institution   that  meets  the
                  requirements  of  Rule  13k-1(b)(1)  of the  Securities
                  Exchange Act.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
1122(d)(2)(vi)    Unissued  checks  are  safeguarded  so  as  to  prevent
                  unauthorized access.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
1122(d)(2)(vii)   Reconciliations  are  prepared  on a monthly  basis for
                  all  asset-backed  securities  related  bank  accounts,
                  including  custodial accounts and related bank clearing
                  accounts.  These reconciliations are (A) mathematically
                  accurate;  (B) prepared  within 30 calendar  days after
                  the bank  statement  cutoff date,  or such other number
                  of days specified in the  transaction  agreements;  (C)
                  reviewed and approved by someone  other than the person
                  who  prepared  the  reconciliation;   and  (D)  contain
                  explanations for reconciling  items.  These reconciling
                  items are  resolved  within 90  calendar  days of their
                  original  identification,  or such other number of days
                  specified in the transaction agreements.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
                            INVESTOR REMITTANCES AND REPORTING
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
1122(d)(3)(i)     Reports to investors,  including those to be filed with
                  the  Commission,  are maintained in accordance with the
                  transaction   agreements  and   applicable   Commission
                  requirements.   Specifically,   such  reports  (A)  are
                  prepared in accordance  with timeframes and other terms
                  set forth in the  transaction  agreements;  (B) provide
                  information  calculated  in  accordance  with the terms
                  specified in the transaction agreements;  (C) are filed
                  with  the  Commission  as  required  by its  rules  and
                  regulations;  and  (D)  agree  with  investors'  or the
                  trustee's  records  as to the  total  unpaid  principal
                  balance  and  number  of pool  assets  serviced  by the
                  servicer.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
1122(d)(3)(ii)    Amounts due to investors  are allocated and remitted in         |X|
                  accordance with timeframes,  distribution  priority and
                  other terms set forth in the transaction agreements.
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                  Disbursements  made to an  investor  are posted  within
                  two business days to the servicer's  investor  records,
                  or  such  other   number  of  days   specified  in  the         |X|
1122(d)(3)(iii)   transaction agreements.
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                  Amounts  remitted to investors per the investor reports
                  agree with cancelled  checks, or other form of payment,         |X|
1122(d)(3)(iv)    or custodial bank statements.
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                                 POOL ASSET ADMINISTRATION
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1122(d)(4)(i)     Collateral  or security on pool assets is maintained as
                  required  by  the  transaction  agreements  or  related
                  asset pool documents.
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                  Pool assets and related  documents are  safeguarded  as
1122(d)(4)(ii)    required by the transaction agreements
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1122(d)(4)(iii)   Any additions,  removals or  substitutions to the asset
                  pool are made,  reviewed  and  approved  in  accordance
                  with any conditions or  requirements in the transaction
                  agreements.
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1122(d)(4)(iv)    Payments on pool assets,  including  any payoffs,  made
                  in  accordance  with the related  pool asset  documents
                  are   posted   to  the   servicer's   obligor   records
                  maintained   no  more  than  two  business  days  after
                  receipt,  or such other number of days specified in the
                  transaction  agreements,  and  allocated to  principal,
                  interest or other items  (e.g.,  escrow) in  accordance
                  with the related pool asset documents.
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1122(d)(4)(v)     The servicer's  records regarding the pool assets agree
                  with  the   servicer's   records  with  respect  to  an
                  obligor's unpaid principal balance.
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1122(d)(4)(vi)    Changes  with  respect  to the  terms or  status  of an
                  obligor's  pool  asset  (e.g.,  loan  modifications  or
                  re-agings)   are  made,   reviewed   and   approved  by
                  authorized    personnel   in   accordance    with   the
                  transaction   agreements   and   related   pool   asset
                  documents.
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1122(d)(4)(vii)   Loss mitigation or recovery actions (e.g.,  forbearance
                  plans,  modifications and deeds in lieu of foreclosure,
                  foreclosures  and  repossessions,  as  applicable)  are
                  initiated,  conducted and concluded in accordance  with
                  the  timeframes or other  requirements  established  by
                  the transaction agreements.
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1122(d)(4)(viii)  Records  documenting  collection efforts are maintained
                  during  the  period  a  pool  asset  is  delinquent  in
                  accordance  with  the  transaction   agreements.   Such
                  records are maintained on at least a monthly basis,  or
                  such  other  period   specified   in  the   transaction
                  agreements,  and describe the  entity's  activities  in
                  monitoring   delinquent  pool  assets  including,   for
                  example,  phone calls, letters and payment rescheduling
                  plans in cases where  delinquency  is deemed  temporary
                  (e.g., illness or unemployment).
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1122(d)(4)(ix)    Adjustments  to  interest  rates or rates of return for
                  pool assets with variable  rates are computed  based on
                  the related pool asset documents.
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1122(d)(4)(x)     Regarding  any funds held in trust for an obligor (such
                  as escrow  accounts):  (A) such funds are analyzed,  in
                  accordance with the obligor's pool asset documents,  on
                  at  least  an  annual  basis,   or  such  other  period
                  specified in the transaction  agreements;  (B) interest
                  on such funds is paid,  or  credited,  to  obligors  in
                  accordance  with  applicable  pool asset  documents and
                  state  laws;  and (C) such  funds are  returned  to the
                  obligor  within 30 calendar  days of full  repayment of
                  the related  pool asset,  or such other  number of days
                  specified in the transaction agreements.
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1122(d)(4)(xi)    Payments  made on behalf of an obligor  (such as tax or
                  insurance  payments)  are made on or before the related
                  penalty  or  expiration  dates,  as  indicated  on  the
                  appropriate   bills  or  notices  for  such   payments,
                  provided  that such  support  has been  received by the
                  servicer  at  least  30  calendar  days  prior to these
                  dates,  or such other  number of days  specified in the
                  transaction agreements.
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1122(d)(4)(xii)   Any  late  payment  penalties  in  connection  with any
                  payment  to be made on  behalf of an  obligor  are paid
                  from  the  servicer's  funds  and  not  charged  to the
                  obligor,  unless  the  late  payment  was  due  to  the
                  obligor's error or omission.
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                  Disbursements  made on behalf of an obligor  are posted
                  within  two  business  days  to the  obligor's  records
                  maintained  by the  servicer,  or such other  number of
1122(d)(4)(xiii)  days specified in the transaction agreements.
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1122(d)(4)(xiv)   Delinquencies,  charge-offs and uncollectible  accounts
                  are  recognized  and  recorded in  accordance  with the
                  transaction agreements.
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                  Any external  enhancement or other support,  identified
                  in  Item  1114(a)(1)   through  (3)  or  Item  1115  of
                  Regulation  AB,  is  maintained  as  set  forth  in the         |X|
1122(d)(4)(xv)    transaction agreements.
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RAMP Series 2006-NC2 Trust 8-K
