NOMURA ASSET ACCEPTANCE CORPORATION,

                                    Depositor


                         NOMURA CREDIT & CAPITAL, INC.,

                                     Seller


                            GMAC MORTGAGE CORPORATION

                                   a Servicer

                                       and

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,

                                     Trustee


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




                         POOLING AND SERVICING AGREEMENT

                          Dated as of February 1, 2005

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

                       NOMURA ASSET ACCEPTANCE CORPORATION

               MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-AP1



<PAGE>



                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----

                                    ARTICLE I
                                   DEFINITIONS
Section 1.01.  Defined Terms...................................................5
Section 1.02.  Allocation of Certain Interest Shortfalls......................55

                                   ARTICLE II
             CONVEYANCE OF TRUST FUND REPRESENTATIONS AND WARRANTIES
Section 2.01.  Conveyance of Trust Fund.......................................57
Section 2.02.  Acceptance of the Mortgage Loans...............................58
Section 2.03.  Representations, Warranties and Covenants of GMACM and
               the Seller.....................................................60
Section 2.04.  Representations and Warranties of the Depositor................65
Section 2.05.  Delivery of Opinion of Counsel in Connection with
               Substitutions and Repurchases..................................67
Section 2.06.  Issuance of the Group I Certificates...........................67
Section 2.07.  Issuance of the REMIC II Regular Interests and the
               Class R-1 Interest.............................................68
Section 2.08.  Conveyance of the REMIC II Regular Interests; Acceptance of
               REMIC III by the Trustee.......................................68
Section 2.09.  Conveyance of the REMIC III Regular Interests; Acceptance of
               REMIC IV by the Trustee........................................68
Section 2.10.  Issuance of Class II-R Certificates............................69
Section 2.11.  Establishment of Trust.........................................69

                                   ARTICLE III
            ADMINISTRATION AND SERVICING OF THE GMACM MORTGAGE LOANS
Section 3.01.  GMACM to act as Servicer of the GMACM Mortgage Loans...........70
Section 3.02.  Due-on-Sale Clauses; Assumption Agreements.....................71
Section 3.03.  Subservicers...................................................73
Section 3.04.  Documents, Records and Funds in Possession of GMACM To Be
               Held for Trustee...............................................73
Section 3.05.  Maintenance of Hazard Insurance................................74
Section 3.06.  Presentment of Claims and Collection of Proceeds...............75
Section 3.07.  Maintenance of Insurance Policies..............................76
Section 3.08.  Reserved.......................................................76




<PAGE>


Section 3.09.  Realization Upon Defaulted GMACM Mortgage Loans;
               Determination  of Excess Liquidation Proceeds and Realized
               Losses; Repurchases of Certain GMACM Mortgage Loans............76
Section 3.10.  Servicing Compensation.........................................78
Section 3.11.  REO Property...................................................79
Section 3.12.  Liquidation Reports............................................79
Section 3.13.  Annual Certificate as to Compliance............................79
Section 3.14.  Annual Independent Certified Public Accountants' Servicing
               Report.........................................................80
Section 3.15.  Books and Records..............................................81
Section 3.16.  The Trustee....................................................81
Section 3.17.  REMIC-Related Covenants........................................82
Section 3.18.  Reimbursement of Costs and Expenses............................82
Section 3.19.  Release of Mortgage Files......................................82
Section 3.20.  Documents, Records and Funds in Possession of GMACM to be
               held for Trustee...............................................83
Section 3.21.  Possession of Certain Insurance Policies and Documents.........84
Section 3.22.  SEC Filings....................................................84
Section 3.23.  UCC............................................................85
Section 3.24.  Optional Purchase of Defaulted Mortgage Loans..................85
Section 3.25.  Enforcing Obligations of the Servicers.........................86

                                   ARTICLE IV
                                    ACCOUNTS
Section 4.01.  Collection of Mortgage Loan Payments; Custodial Account........87
Section 4.02.  Permitted Withdrawals From the Custodial Accounts..............89
Section 4.03.  Reports to Trustee.............................................91
Section 4.04.  Collection of Taxes; Assessments and Similar Items;
               Escrow Accounts................................................92
Section 4.05.  M&T Custodial Accounts and GreenPoint Custodial Accounts.......92
Section 4.06.  Distribution Accounts..........................................93
Section 4.07.  Permitted Withdrawals and Transfers from the Distribution
               Accounts.......................................................95
Section 4.08.  Duties of the Credit Risk Manager; Termination.................96
Section 4.09.  Limitation Upon Liability of the Credit Risk Manager...........97

                                    ARTICLE V
                           ADVANCES AND DISTRIBUTIONS
Section 5.01.  Advances; Advance Facility.....................................99
Section 5.02.  Compensating Interest Payments................................102
Section 5.03.  REMIC Distributions...........................................103
Section 5.04.  Distributions.................................................103
Section 5.05.  Allocation of Group I Realized Losses.........................108
Section 5.06.  Allocation of Group II Realized Losses........................109
Section 5.07.  Monthly Statements to Certificateholders......................111
Section 5.08.  REMIC Designations and REMIC II Allocations...................114
Section 5.09.  REMIC III Allocations.........................................115
Section 5.10.  Class I-P Certificate Account; Class II-P Certificate
               Account.......................................................116
Section 5.11.  Net WAC Reserve Fund..........................................117




                                      -ii-
<PAGE>



                                   ARTICLE VI
                                THE CERTIFICATES
Section 6.01.  The Certificates..............................................119
Section 6.02.  Certificate Register; Registration of Transfer and
               Exchange of Certificates......................................120
Section 6.03.  Mutilated, Destroyed, Lost or Stolen Certificates.............123
Section 6.04.  Persons Deemed Owners.........................................124
Section 6.05.  Access to List of Certificateholders' Names and Addresses.....124
Section 6.06.  Book-Entry Certificates.......................................124
Section 6.07.  Notices to Depository.........................................125
Section 6.08.  Definitive Certificates.......................................125
Section 6.09.  Maintenance of Office or Agency...............................126

                                   ARTICLE VII
                             THE DEPOSITOR AND GMACM
Section 7.01.  Liabilities of the Depositor and GMACM........................127
Section 7.02.  Merger or Consolidation of the Depositor or GMACM.............127
Section 7.03.  Indemnification of Depositor and GMACM........................127
Section 7.04.  Limitations on Liability of the Depositor, GMACM and Others...128
Section 7.05.  GMACM Not to Resign...........................................129
Section 7.06.  Termination of GMACM Without Cause; Appointment of
               Special Servicer..............................................129

                                  ARTICLE VIII
                        DEFAULT; TERMINATION OF SERVICER
Section 8.01.  Servicer Default..............................................131
Section 8.02.  Trustee to Act; Appointment of Successor......................133
Section 8.03.  Notification to Certificateholders............................134
Section 8.04.  Waiver of Servicer Defaults...................................135

                                   ARTICLE IX
                             CONCERNING THE TRUSTEE
Section 9.01.  Duties of Trustee.............................................136
Section 9.02.  Certain Matters Affecting the Trustee.........................137
Section 9.03.  Trustee Not Liable for Certificates or Mortgage Loans.........139
Section 9.04.  Trustee May Own Certificates..................................140
Section 9.05.  Trustee's Compensation and Expenses; Indemnification..........140
Section 9.06.  Eligibility Requirements for Trustee..........................141
Section 9.07.  Insurance.....................................................142
Section 9.08.  Resignation and Removal of Trustee............................142
Section 9.09.  Successor Trustee.............................................142
Section 9.10.  Merger or Consolidation of Trustee............................143
Section 9.11.  Appointment of Co-Trustee or Separate Trustee.................143
Section 9.12.  Tax Matters...................................................144

                                    ARTICLE X
                                   TERMINATION
Section 10.01. Termination upon Liquidation or Repurchase of all
               Mortgage Loans................................................148



                                      -iii-
<PAGE>



Section 10.02. Final Distribution on the Certificates........................148
Section 10.03. Additional Termination Requirements...........................150

                                   ARTICLE XI
                            MISCELLANEOUS PROVISIONS
Section 11.01. Amendment.....................................................151
Section 11.02. Recordation of Agreement; Counterparts........................152
Section 11.03. Governing Law.................................................152
Section 11.04. Intention of Parties..........................................153
Section 11.05. Notices.......................................................153
Section 11.06. Severability of Provisions....................................154
Section 11.07. Assignment....................................................154
Section 11.08. Limitation on Rights of Certificateholders....................154
Section 11.09. Certificates Nonassessable and Fully Paid.....................155


EXHIBITS

Exhibit A-1       Form of Class I-A-1 Certificates
Exhibit A-2       Form of Class II-A-[1][2][3][4][5] Certificates
Exhibit A-3       Form of Class II-A-IO Certificates
Exhibit A-4       Form of Class I-B-[1][2][3][4][5][6] Certificates
Exhi it A-5       Form of Class II-M-[1][2][3] Certificates
Exhibit A-5       Form of Class II-C Certificates
Exhibit A-6       Form of Class I-P Certificates and Class II-P Certificates
Exhibit A-7       Form of Class I-R Certificates and Class II-R Certificates
Exhibit A-8       Form of Class I-X Certificates
Exhibit B         Mortgage Loan Schedule
Exhibit C         Reserved
Exhibit D         Form of Transfer Affidavit
Exhibit E         Form of Transferor Certificate
Exhibit F         Form of Investment Letter (Non-Rule 144A)
Exhibit G         Form of Rule 144A Investment Letter
Exhibit H         Reserved
Exhibit I         DTC Letter of Representations
Exhibit J         Schedule of Mortgage Loans with Lost Notes
Exhibit K         Prepayment Charge Schedule
Exhibit L         Form of Servicer's Certification
Exhibit M         Form of Trustee's Certification
Exhibit N         Appendix E of the Standard & Poor's Glossary For File
                  Format For LEVELS(R) Version 5.6 Revised




                                      -iv-
<PAGE>




         POOLING AND SERVICING AGREEMENT, dated as of February 1, 2005, among
NOMURA ASSET ACCEPTANCE CORPORATION, a Delaware corporation, as depositor (the
"Depositor"), NOMURA CREDIT & CAPITAL, INC., a Delaware corporation, as seller
(in such capacity, the "Seller"), GMAC MORTGAGE CORPORATION, a Pennsylvania
corporation, as a servicer ("GMACM") and WELLS FARGO BANK, NATIONAL ASSOCIATION,
a national banking association, not in its individual capacity, but solely as
trustee (the "Trustee").

                              PRELIMINARY STATEMENT

         The Depositor is the owner of the Trust Fund that is hereby conveyed to
the Trustee in return for the Certificates.

                                     REMIC I
                                     -------

         As provided herein, the Trustee will make an election to treat the
segregated pool of assets consisting of the Group I Mortgage Loans and certain
other related assets as set forth in the definition of REMIC I 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 I-R Certificates will represent the sole class of "residual
interests" in REMIC I for purposes of the REMIC Provisions (as defined herein)
under federal income tax law. The following table irrevocably sets forth the
Class designation, Pass-Through Rate and Initial Certificate Principal Balance
for each Class of Certificates that represents one or more of the "regular
interests" in REMIC I created hereunder:


<TABLE>
<CAPTION>
   Class       Initial Certificate                                         Assumed Final
Designation     Principal Balance         Pass-Through Rate               Maturity Date(1)
-----------    -------------------     -----------------------------     -----------------
<S>              <C>                   <C>                              <C>
Class I-A-1      $    121,247,000      Class I-A-1 Pass-Through Rate     February 25, 2035
Class I-B-1      $      4,758,000      Class I-B-1 Pass-Through Rate     February 25, 2035
Class I-B-2      $      2,180,000      Class I-B-2 Pass-Through Rate     February 25, 2035
Class I-B-3      $      1,189,000      Class I-B-3 Pass-Through Rate     February 25, 2035
Class I-B-4      $      1,189,000      Class I-B-4 Pass-Through Rate     February 25, 2035
Class I-B-5      $        925,000      Class I-B-5 Pass-Through Rate     February 25, 2035
Class I-B-6      $        661,446      Class I-B-6 Pass-Through Rate     February 25, 2035
 Class I-X            N/A(2)           Class I-X Pass-Through Rate       February 25, 2035
 Class I-P       $            100                        N/A             February 25, 2035
</TABLE>

-------------------
(1)      For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date in the month following the maturity
         date for the Group I Mortgage Loan with the latest maturity date has
         been designated as the "latest possible maturity date" for each Class
         of Certificates.
(2)      The Class I-X Certificates will accrue interest at the Class I-X
         Pass-Through Rate on the Certificate Notional Balance of the Class I-X
         Certificates calculated in accordance with the definition of
         "Certificate Notional Balance" herein. The Class I-X Certificates will
         not be entitled to distributions in respect of principal.


                                      -1-
<PAGE>


                                    REMIC II
                                    --------

         As provided herein, the Trustee will make an election to treat the
segregated pool of assets consisting of the Group II Mortgage Loans and certain
other related assets as set forth in the definition of REMIC II (and exclusive
of the Cap Contract and the Net WAC Reserve Fund) 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 II".
The Class R-1 Interest will be the sole class of "residual interests" in REMIC
II for purposes of the REMIC Provisions. The following table irrevocably sets
forth the designation, the Uncertificated REMIC II Pass-Through Rate, the
Initial Uncertificated Principal Balance and, for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity
date" for each of the REMIC II Regular Interests (as defined herein). None of
the REMIC II Regular Interests will be certificated.

                    Initial            Uncertificated
                  Uncertificated          REMIC II               Assumed Final
Designation     Principal Balance     Pass-Through Rate         Maturity Date(1)
-----------     -----------------     -----------------         ----------------
  LTII-2          $193,360,313.30       Variable(2)            February 25, 2035
 LTII-IO-A        $  5,525,000.00       Variable(2)            February 25, 2035
 LTII-IO-B        $  2,210,000.00       Variable(2)            February 25, 2035
 LTII-IO-C        $  3,314,000.00       Variable(2)            February 25, 2035
 LTII-IO-D        $  3,315,000.00       Variable(2)            February 25, 2035
 LTII-IO-E        $  2,210,000.00       Variable(2)            February 25, 2035
 LTII-IO-F        $  2,210,000.00       Variable(2)            February 25, 2035
 LTII-IO-G        $  3,085,000.00       Variable(2)            February 25, 2035
 LTII-IO-H        $  5,754,000.00       Variable(2)            February 25, 2035
  LTII-P          $        100.00           N/A                February 25, 2035
-------------------
(1)      For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date in the month following the maturity
         date for the Mortgage Loan with the latest maturity date has been
         designated as the "latest possible maturity date" for each Class of
         Certificates that represents one or more of the "regular interests" in
         REMIC II.
(2)      Calculated in accordance with the definition of "Uncertificated REMIC
         II Pass-Through Rate" herein.


                                    REMIC III
                                    ---------

         As provided herein, the Trustee will make an election to treat the
segregated pool of assets consisting of the REMIC II Regular Interests as a
REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as "REMIC III". The Class R-2 Interest will represent the sole
class of "residual interests" in REMIC III for purposes of the REMIC Provisions.
The following table irrevocably sets forth the designation, the Uncertificated
REMIC III Pass-Through Rate, the Initial Uncertificated Principal Balance and,
for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" for each of the REMIC III Regular Interests (as
defined herein). None of the REMIC III Regular Interests will be certificated.



                                      -2-
<PAGE>



                     Initial            Uncertificated
                   Uncertificated          REMIC III           Assumed Final
Designation       Principal Balance     Pass-Through Rate     Maturity Date(1)
-----------       -----------------     -----------------     ----------------
 LTIII-AA          $216,563,547.03         Variable(2)       February 25, 2035
LTIII-IIA1         $    992,940.00         Variable(2)       February 25, 2035
LTIII-IIA2         $    497,720.00         Variable(2)       February 25, 2035
LTIII-IIA3         $    167,550.00         Variable(2)       February 25, 2035
LTIII-IIA4         $    205,780.00         Variable(2)       February 25, 2035
LTIII-IIA5         $    220,980.00         Variable(2)       February 25, 2035
LTIII-IIM1         $     48,610.00         Variable(2)       February 25, 2035
LTIII-IIM2         $     43,090.00         Variable(2)       February 25, 2035
LTIII-IIM3         $     33,140.00         Variable(2)       February 25, 2035
LTIII-IIZZ         $  2,209,856.27         Variable(2)       February 25, 2035
LTIII-IO-A            N/A(3)                1.00%(4)         February 25, 2035
LTIII-IO-B            N/A(5)                3.50%(6)         February 25, 2035
 LTIII-IIP         $        100.00         Variable(2)       February 25, 2035

-------------------
(1)      For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date in the month following the maturity
         date for the Group II Mortgage Loan with the latest maturity date has
         been designated as the "latest possible maturity date" for each REMIC
         III Regular Interest.
(2)      Calculated in accordance with the definition of "Uncertificated REMIC
         III Pass-Through Rate" herein. (3) REMIC III Regular Interest
         LTIII-IO-A will not have an Uncertificated Principal Balance, but will
         accrue
         interest on its Uncertificated Notional Amount, as defined herein.
(4)      REMIC III Regular Interest LTIII-IO-A will accrue interest at a rate of
         (i) for the first eight Distribution Dates, 1.00% and (ii) thereafter,
         0.00%.
(5)      REMIC III Regular Interest LTIII-IO-B will not have an Uncertificated
         Principal Balance, but will accrue interest on its Uncertificated
         Notional Amount, as defined herein.
(6)      REMIC III Regular Interest LTIII-IO-B will accrue interest at a rate of
         (i) for the first twenty-four Distribution Dates, 3.50% and (ii)
         thereafter, 0.00%.

                                    REMIC IV
                                    --------

         As provided herein, the Trustee will make an election to treat the
segregated pool of assets consisting of the REMIC III Regular Interests as a
REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as "REMIC IV". The Class R-3 Interest will represent the sole
class of "residual interests" in REMIC IV for purposes of the REMIC Provisions.
The following table irrevocably sets forth the Class designation, Pass-Through
Rate and Initial Certificate Principal Balance for each Class of Certificates
that represents one or more of the "regular interests" in REMIC IV created
hereunder:


<TABLE>
<CAPTION>
                     Initial
   Class            Certificate                                          Assumed Final
 Designation     Principal Balance           Pass-Through Rate           Maturity Date(1)
 -----------     -----------------           -----------------           ----------------
<S>               <C>                 <C>                               <C>
Class II-A-1      $99,294,000.00      Class II-A-1 Pass-Through Rate    February 25, 2035
Class II-A-2      $49,772,000.00      Class II-A-2 Pass-Through Rate    February 25, 2035
Class II-A-3      $16,755,000.00      Class II-A-3 Pass-Through Rate    February 25, 2035
Class II-A-4      $20,578,000.00      Class II-A-4 Pass-Through Rate    February 25, 2035
Class II-A-5      $22,098,000.00      Class II-A-5 Pass-Through Rate    February 25, 2035
Class II-A-IO      N/A(2)             Class A-IO Pass-Through Rate      February 25, 2035
Class II-M-1      $ 4,861,000.00      Class II-M-1 Pass-Through Rate    February 25, 2035




                                      -3-


<PAGE>


<CAPTION>
<S>               <C>                 <C>                               <C>
Class II-M-2      $ 4,309,000.00      Class II-M-2 Pass-Through Rate    February 25, 2035
Class II-M-3      $ 3,314,000.00      Class II-M-3 Pass-Through Rate    February 25, 2035
 Class II-C       $     2,313.30(3)   Class II-C Pass-Through Rate      February 25, 2035
 Class II-P       $       100.00                       N/A(4)           February 25, 2035
</TABLE>
-------------------
(1)      For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date in the month following the maturity
         date for the Group II Mortgage Loan with the latest maturity date has
         been designated as the "latest possible maturity date" for each Class
         of Certificates.
(2)      The Class II-A-IO Certificates will accrue interest at the Class
         II-A-IO Pass-Through Rate on the Certificate Notional Balance of the
         Class II-A-IO Certificates calculated in accordance with the definition
         of "Certificate Notional Balance" herein. The Class II-A-IO
         Certificates will not be entitled to distributions in respect of
         principal. For federal income tax purposes, the Class II-A-IO
         Certificates will not have a Notional Amount, but will be entitled to
         100% of amounts distributed on REMIC II Regular Interest LTIII-IO-A and
         REMIC III Regular Interest LTIII-IO-B.
(3)      The Class II-C Certificates will not accrue interest on their
         Certificate Principal Balance, but will accrue interest at the Class
         II-C Pass-Through Rate on the Certificate Notional Balance of the Class
         II-C Certificates outstanding from time to time which shall equal the
         aggregate of the Uncertificated Principal Balances of the REMIC III
         Regular Interests (other than REMIC III Regular Interest LTIII-IO-A,
         REMIC III Regular Interest LTIII-IO-B and REMIC III Regular Interest
         LTIII-IIP). The Class II-C Certificates will not accrue interest on
         their Certificate Principal Balance.
(4)      The Class II-P Certificates are not entitled to distributions in
         respect of interest.

         In consideration of the mutual agreements herein contained, the
Depositor, GMACM, the Seller and the Trustee agree as follows:



                                      -4-
<PAGE>



                                   ARTICLE I

                                  DEFINITIONS

         Section 1.01. DEFINED TERMS.

         In addition to those terms defined in Section 1.02, whenever used in
this Agreement, the following words and phrases, unless the context otherwise
requires, shall have the following meanings:

         ACCOUNT: Any of the Distribution Accounts or Custodial Accounts.

         ACCRUAL PERIOD: With respect to the Certificates (other than the Class
I-P, Class II-A-1, Class II-P, Class I-R and Class II-R Certificates) and any
Distribution Date, the calendar month immediately preceding the calendar month
in which such Distribution Date occurs. With respect to the Class II-A-1
Certificates and any Distribution Date, the period from and including the 25th
day of the calendar month preceding the calendar month in which such
Distribution Date occurs (or with respect to the first Accrual Period, the
Closing Date) to and including the 24th day of the calendar month in which such
Distribution Date occurs. All calculations of interest on the Certificates
(other than the Class I-P, Class II-A-1, Class II-P, Class I-R and Class II-R
Certificates) will be based on a 360-day year consisting of twelve 30-day
months. All calculations of interest on the Class II-A-1 Certificates will be
made based on a 360-day year and the actual number of days elapsed in the
related Accrual Period.

         ADJUSTMENT AMOUNT: With respect to each anniversary of the Cut-off
Date, the amount, if any, by which the Special Hazard Loss Coverage Amount
(without giving effect to the deduction of the Adjustment Amount for such
anniversary) exceeds the greatest of (x) the product of 1% and the Stated
Principal Balance of all the Group I Mortgage Loans on the Distribution Date
immediately preceding such anniversary, (y) the outstanding principal balance of
the Group I Mortgage Loans secured by Mortgaged Properties in the highest
California zip code concentration on the distribution date immediately preceding
such anniversary, and (z) twice the Stated Principal Balance of the Group I
Mortgage Loan which has the largest Stated Principal Balance on the Distribution
Date immediately preceding such anniversary.

         ADVANCE: An advance of delinquent payments of principal or interest in
respect of a Mortgage Loan required to be made by GMACM pursuant to Section
5.01, by M&T pursuant to the M&T Servicing Agreement, by GreenPoint pursuant to
the GreenPoint Servicing Agreement or by the Trustee in its capacity as
Successor Servicer pursuant to Section 5.01.

         ADVANCE FACILITY: As defined in Section 5.01(b)(i).

         ADVANCE FACILITY NOTICE: As defined in Section 5.01(b)(ii).

         ADVANCE FINANCING PERSON: As defined in Section 5.01(b)(i).

         ADVANCE REIMBURSEMENT AMOUNT: As defined in Section 5.01(b)(ii).


                                      -5-
<PAGE>



         AGREEMENT: This Pooling and Servicing Agreement and any and all
amendments or supplements hereto made in accordance with the terms herein.

         ALLOCABLE SHARE: With respect to each Class of Group I Subordinate
Certificates and any Distribution Date, an amount equal to such Class's pro rata
share (based on the Certificate Principal Balance of each Class entitled
thereto) of the sum of each of the components of the definition of Subordinate
Optimal Principal Amount; provided that no Class of Group I Subordinate
Certificates shall be entitled on any Distribution Date to receive distributions
pursuant to clauses (ii) and (iii) of the definition of Subordinate Optimal
Principal Amount unless the Class Prepayment Distribution Trigger for the
related Class is satisfied for such Distribution Date.

         AMOUNT HELD FOR FUTURE DISTRIBUTION: As to any Distribution Date, the
aggregate amount held in the related Servicer's Custodial Account at the close
of business on the immediately preceding Determination Date on account of (i)
all Scheduled Payments or portions thereof received in respect of the related
Mortgage Loans due after the related Due Period and (ii) Principal Prepayments
and Liquidation Proceeds received in respect of the related Mortgage Loans after
the last day of the related Prepayment Period.

         APPRAISED VALUE: With respect to any Mortgage Loan originated in
connection with a refinancing, the appraised value of the Mortgaged Property
based upon the appraisal made at the time of such refinancing or, with respect
to any other Mortgage Loan, the lesser of (x) the appraised value of the
Mortgaged Property based upon the appraisal made by a fee appraiser at the time
of the origination of the Mortgage Loan, and (y) the sales price of the
Mortgaged Property at the time of such origination.

         AUTHORIZED SERVICER REPRESENTATIVE: Any officer of any Servicer
involved in, or responsible for, the administration and servicing of the
Mortgage Loans (i) in the case of GMACM, whose name and facsimile signature
appear on a list of servicing officers furnished to the Trustee by GMACM on the
Closing Date pursuant to this Agreement, as such list may from time to time be
amended, (ii) in the case of M&T, as to which evidence reasonably acceptable to
the Trustee of due authorization by such party has been furnished from time to
time to the Trustee and (iii) in the case of GreenPoint, as to which evidence
reasonably acceptable to the Trustee of due authorization by such party has been
furnished from time to time to the Trustee.

         BANKRUPTCY CODE: Title 11 of the United States Code.

         BANKRUPTCY LOSS COVERAGE AMOUNT: With respect to any Distribution Date,
an amount equal to $150,000 (approximately 0.11% of the aggregate principal
balance of the Group I Mortgage Loans as of the Cut-off Date), minus the
aggregate amount of previous Deficient Valuations and Debt Service Reductions.
As of any Distribution Date on or after the Cross-Over Date, the related
Bankruptcy Loss Coverage Amount will be zero. The Bankruptcy Loss Coverage
Amount may be further reduced by the Trustee (including accelerating the manner
in which such coverage is reduced) at the direction of the Depositor provided
that prior to any such reduction, the Trustee shall obtain, at the expense of
the Depositor, written confirmation from each Rating Agency that such reduction
shall not reduce the rating assigned to any Class of



                                      -6-
<PAGE>



Certificates by such Rating Agency below the lower of the then-current rating or
the rating assigned to such Certificates as of the Closing Date by such Rating
Agency.

         BOOK-ENTRY CERTIFICATES: Any of the Certificates that shall be
registered in the name of the Depository or its nominee, the ownership of which
is reflected on the books of the Depository or on the books of a person
maintaining an account with the Depository (directly, as a "Depository
Participant", or indirectly, as an indirect participant in accordance with the
rules of the Depository and as described in Section 6.06). As of the Closing
Date, each Class of Publicly Offered Certificates constitutes a Class of
Book-Entry Certificates.

         BUSINESS DAY: Any day other than (i) a Saturday or a Sunday, or (ii) a
day on which banking institutions in The City of New York, New York, the
Commonwealth of Pennsylvania, the State of Maryland, the State of Minnesota, the
city in which any Corporate Trust Office of the Trustee is located or the States
in which GMACM's servicing operations are located are authorized or obligated by
law or executive order to be closed.

         CAP CONTRACT: The cap contract between the Trustee and the Cap
Provider, for the benefit of the Holders of the Class II-A-1 Certificates.

         CAP PROVIDER: Nomura Global Financial Products, Inc., or any successor
thereto.

         CERTIFICATE: Any one of the certificates of any Class executed and
authenticated by the Trustee in substantially the forms attached hereto as
Exhibits A-1 through A-8.

         CERTIFICATE OWNER: With respect to a Book-Entry Certificate, the Person
that is the beneficial owner of such Book-Entry Certificate.

         CERTIFICATE NOTIONAL BALANCE: With respect to the Class I-X
Certificates, the aggregate Stated Principal Balance of the Group I Mortgage
Loans. With respect to the Class II-A-IO Certificates, the lesser of (a) (i)
$27,623,000 for each Distribution Date from and including the Distribution Date
in March 2005 to and including the Distribution Date in August 2005, (ii)
$22,098,000 for each Distribution Date from and including the Distribution Date
in September 2005 to and including the Distribution Date in December 2005, (iii)
$19,888,000 for each Distribution Date from and including the Distribution Date
in January 2006 to and including the Distribution Date in March 2006, (iv)
$16,574,000 for the Distribution Date in April 2006 and the Distribution Date in
May 2006, (v) $13,259,000 from and including the Distribution Date in June 2006
to and including the Distribution Date in September 2006, (vi) $11,049,000 for
the Distribution Date in October 2006 and the Distribution Date in November
2006, (vii) $8,839,000 for the Distribution Date in December 2006 and the
Distribution Date in January 2007 and (viii) $5,754,000 for the Distribution
Date in February 2007 and (ix) for each Distribution Date thereafter, $0 and (b)
the aggregate Stated Principal Balance of the Group II Mortgage Loans. For
United States federal income tax purposes, the Class II-A-IO Certificates will
not have a Certificate Notional Balance, but will be entitled to 100% of amounts
distributed on REMIC III Regular Interest LTIII-IO-A and REMIC III Regular
Interest LTIII-IO-B. With respect to the Class II-C Certificates, immediately
prior to any Distribution Date, the aggregate of the Uncertificated Principal
Balances of the REMIC III Regular Interests (other than REMIC III



                                      -7-
<PAGE>



Regular Interest LTIII-IO-A, REMIC III Regular Interest LTII-IO-B and REMIC III
Regular Interest LTII-P).

         CERTIFICATE PRINCIPAL BALANCE: With respect to any Group I Certificate
(other than any Class I-X Certificate or Class I-R Certificate) and as of any
Distribution Date, the Initial Certificate Principal Balance of such Certificate
less the sum of (i) all amounts distributed with respect to such Certificate in
reduction of the Certificate Principal Balance thereof on previous Distribution
Dates pursuant to Section 5.04(a), and (ii) any Realized Losses and Subordinate
Certificate Writedown Amounts allocated to such Certificate on previous
Distribution Dates. References herein to the Certificate Principal Balance of a
Class of Group I Certificates shall mean the Certificate Principal Balances of
all Group I Certificates in such Class; provided, however that the Certificate
Principal Balance of a Certificate will be adjusted, in reverse order of
priority, on each Distribution Date by the amount of any Subsequent Recoveries
received during the related Due Period as provided in Section 5.05(i).

         With respect to any Group II Certificate (other than any Class II-A-IO,
Class II-C or Class II-R Certificate) and as of any Distribution Date, the
Initial Certificate Principal Balance of such Certificate plus in the case of
the Group II Mezzanine Certificates, any Subsequent Recoveries added to the
Certificate Principal Balance of such Certificate pursuant to Section 5.06(f)
less the sum of (i) all amounts distributed with respect to such Certificate in
reduction of the Certificate Principal Balance thereof on previous Distribution
Dates pursuant to Section 5.04(b), and (ii) with respect to the Group II
Mezzanine Certificates, any reductions in the Certificate Principal Balance of
such Certificate deemed to have occurred in connection with the allocations of
Realized Losses with respect to the Group II Mortgage Loans, if any. References
herein to the Certificate Principal Balance of a Class of Group II Certificates
shall mean the Certificate Principal Balances of all Group II Certificates in
such Class.

         With respect to the Class II-C Certificates and as of any Distribution
Date, an amount equal to the excess, if any, of (i) the then aggregate principal
balance of the Group II Mortgage Loans over (ii) the then aggregate Certificate
Principal Balance of the Group II Senior Certificates and the Group II Mezzanine
Certificates.

         CERTIFICATE REGISTER: The register maintained pursuant to Section 6.02.

         CERTIFICATEHOLDER OR HOLDER: The person in whose name a Certificate is
registered in the Certificate Register (initially, Cede & Co., as nominee for
the Depository, in the case of any Book-Entry Certificates).

         CLASS: All Certificates bearing the same Class designation as set forth
in Section 6.01.

         CLASS I-A-1 CERTIFICATE: Any Certificate designated as a "Class I-A-1
Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class I-A-1 Certificates as set forth herein and evidencing a Regular
Interest in REMIC I.




                                      -8-
<PAGE>



         CLASS I-A-1 PASS-THROUGH RATE: With respect to any Distribution Date, a
per annum rate equal to the weighted average Net Mortgage Rate of the Group I
Mortgage Loans minus 0.01% per annum.

         CLASS I-B-1 CERTIFICATE: Any Certificate designated as a "Class I-B-1
Certificate" on the face thereof, in the form of Exhibit A-4 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class I-B-1 Certificates as set forth herein and evidencing a Regular
Interest in REMIC I.

         CLASS I-B-1 PASS-THROUGH RATE: With respect to any Distribution Date, a
per annum rate equal to the weighted average Net Mortgage Rate of the Group I
Mortgage Loans minus 0.01% per annum.

         CLASS I-B-2 CERTIFICATE: Any Certificate designated as a "Class I-B-2
Certificate" on the face thereof, in the form of Exhibit A-4 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class I-B-2 Certificates as set forth herein and evidencing a Regular
Interest in REMIC I.

         CLASS I-B-2 PASS-THROUGH RATE: With respect to any Distribution Date, a
per annum rate equal to the weighted average Net Mortgage Rate of the Group I
Mortgage Loans minus 0.01% per annum.

         CLASS I-B-3 CERTIFICATE: Any Certificate designated as a "Class I-B-3
Certificate" on the face thereof, in the form of Exhibit A-4 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class I-B-3 Certificates as set forth herein and evidencing a Regular
Interest in REMIC I.

         CLASS I-B-3 PASS-THROUGH RATE: With respect to any Distribution Date, a
per annum rate equal to the weighted average Net Mortgage Rate of the Group I
Mortgage Loans minus 0.01% per annum.

         CLASS I-B-4 CERTIFICATE: Any Certificate designated as a "Class I-B-4
Certificate" on the face thereof, in the form of Exhibit A-4 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class I-B-4 Certificates as set forth herein and evidencing a Regular
Interest in REMIC I.

         CLASS I-B-4 PASS-THROUGH RATE: With respect to any Distribution Date, a
per annum rate equal to the weighted average Net Mortgage Rate of the Group I
Mortgage Loans minus 0.01% per annum.

         CLASS I-B-5 CERTIFICATE: Any Certificate designated as a "Class I-B-5
Certificate" on the face thereof, in the form of Exhibit A-4 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class I-B-5 Certificates as set forth herein and evidencing a Regular
Interest in REMIC I.


                                      -9-
<PAGE>



         CLASS I-B-5 PASS-THROUGH RATE: With respect to any Distribution Date, a
per annum rate equal to the weighted average Net Mortgage Rate of the Group I
Mortgage Loans minus 0.01% per annum.

         CLASS I-B-6 CERTIFICATE: Any Certificate designated as a "Class I-B-6
Certificate" on the face thereof, in the form of Exhibit A-4 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class I-B-6 Certificates as set forth herein and evidencing a Regular
Interest in REMIC I.

         CLASS I-B-6 PASS-THROUGH RATE: With respect to any Distribution Date, a
per annum rate equal to the weighted average Net Mortgage Rate of the Group I
Mortgage Loans minus 0.01% per annum.

         CLASS I-P CERTIFICATE: Any Certificate designated as a "Class I-P
Certificate" on the face thereof, in the form of Exhibit A-6 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class I-P Certificates as set forth herein and evidencing a Regular Interest
in REMIC I.

         CLASS I-P CERTIFICATE ACCOUNT: The Eligible Account established and
maintained by the Trustee pursuant to Section 5.10.

         CLASS I-R CERTIFICATE: Any Certificate designated a "Class I-R
Certificate" on the face thereof, in substantially the form set forth in Exhibit
A-7 hereto, evidencing the residual interest in REMIC I.

         CLASS I-X CERTIFICATE: Any Certificate designated as a "Class I-X
Certificate" on the face thereof, in the form of Exhibit A-8 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class I-X Certificates as set forth herein and evidencing a Regular Interest
in REMIC I.

         CLASS I-X PASS-THROUGH RATE: With respect to any Distribution Date,
0.01% per annum.

         CLASS II-A-1 CERTIFICATE: Any Certificate designated as a "Class II-A-1
Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class II-A-1 Certificates as set forth herein and evidencing a Regular
Interest in REMIC IV.

         CLASS II-A-1 PASS-THROUGH RATE: With respect to any Distribution Date,
One-Month LIBOR plus 0.15% per annum, subject to a cap equal to the Net WAC Rate
Cap for such Distribution Date.

         CLASS II-A-2 CERTIFICATE: Any Certificate designated as a "Class II-A-2
Certificate" on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class II-A-2 Certificates as set forth herein and evidencing a Regular
Interest in REMIC IV.



                                      -10-
<PAGE>


         CLASS II-A-2 PASS-THROUGH RATE: With respect to any Distribution Date,
4.386% per annum, subject to a cap equal to the Net WAC Rate Cap for such
Distribution Date.

         CLASS II-A-3 CERTIFICATE: Any Certificate designated as a "Class II-A-3
Certificate" on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class II-A-3 Certificates as set forth herein and evidencing a Regular
Interest in REMIC IV.

         CLASS II-A-3 PASS-THROUGH RATE: With respect to any Distribution Date,
4.840% per annum, subject to a cap equal to the Net WAC Rate Cap for such
Distribution Date.

         CLASS II-A-4 CERTIFICATE: Any Certificate designated as a "Class II-A-4
Certificate" on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class II-A-4 Certificates as set forth herein and evidencing a Regular
Interest in REMIC IV.

         CLASS II-A-4 PASS-THROUGH RATE: Shall mean (i) with respect to any
Distribution Date which occurs on or prior to the related Optional Termination
Date, 5.546% per annum and (ii) with respect to each Distribution Date which
occurs thereafter, 6.046% per annum, in each case, subject to a cap equal to the
Net WAC Rate Cap for such Distribution Date.

         CLASS II-A-5 CERTIFICATE: Any Certificate designated as a "Class II-A-5
Certificate" on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class II-A-5 Certificates as set forth herein and evidencing a Regular
Interest in REMIC III.

         CLASS II-A-5 PASS-THROUGH RATE: Shall mean (i) with respect to any
Distribution Date which occurs on or prior to the related Optional Termination
Date, 4.855% per annum and (ii) with respect to each Distribution Date which
occurs thereafter, 5.355% per annum, in each case, subject to a cap equal to the
Net WAC Rate Cap for such Distribution Date.

         CLASS II-A-5 LOCKOUT PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date will be an amount equal to the lesser of (i) the Senior
Principal Distribution Amount for such Distribution Date and (ii) the Class
II-A-5 Lockout Distribution Percentage for that Distribution Date multiplied by
the product of (x) a fraction, the numerator of which is the Certificate
Principal Balance of the Class II-A-5 Certificates and the denominator of which
is the aggregate Certificate Principal Balance of all of the Group II Senior
Certificates (other than the Class II-A-IO Certificates), in each case
immediately prior to such Distribution Date and (y) the Senior Principal
Distribution Amount for such Distribution Date.



                                      -11-
<PAGE>



         CLASS II-A-5 LOCKOUT DISTRIBUTION PERCENTAGE: With respect to each
Distribution Date, the applicable percentage set forth below:


                                                            CLASS II-A-5 LOCKOUT
                                                                DISTRIBUTION
                      DISTRIBUTION DATES                         PERCENTAGE
----------------------------------------------------------  --------------------
March 2005 through and including February 2008............            0%
March 2008 through and including February 2010............            45%
March 2010 through and including February 2011............            80%
March 2011 through and including February 2012............           100%
March 2012 and thereafter.................................           300%


         CLASS II-A-IO CERTIFICATE: Any Certificate designated as a "Class
II-A-IO Certificate" on the face thereof, in the form of Exhibit A-3 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class II-A-IO Certificates as set forth herein and evidencing a Regular
Interest in REMIC IV.

         CLASS II-A-IO PASS-THROUGH RATE: Shall mean (i) for the first eight
Distribution Dates, 4.50% per annum, subject to a cap equal to the weighted
average of the Net Mortgage Rates on the Group II Mortgage Loans, (ii) for the
next sixteen Distribution Dates, 3.50% per annum, subject to a cap equal to the
weighted average of the Net Mortgage Rates on the Group II Mortgage Loans and
(iii) for any Distribution Date thereafter, 0.00%. For federal income tax
purposes, however, the Class II-A-IO Certificates will not have a Class II-A-IO
Pass-Through Rate, and the Interest Distribution Amount for the Class II-A-IO
Certificates and any Distribution Date will be deemed to be 100% of the amount
distributed on REMIC III Regular Interest LTIII-IO-A and REMIC III Regular
Interest LTIII-IO-B for such Distribution Date.

         CLASS II-C CERTIFICATE: Any Certificate designated as a "Class II-C
Certificate" on the face thereof, in the form of Exhibit A-5 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class II-C Certificates herein and evidencing a Regular Interest in REMIC
IV.

         CLASS II-C DISTRIBUTION AMOUNT: With respect to any Distribution Date,
the sum of (i) the Excess Cap Payment, (ii) the Interest Distribution Amount for
the Class II-C Certificates for such Distribution Date and (iii) any
Overcollateralization Reduction Amount for such Distribution Date remaining
after payments pursuant to items 1 though 7 of clause THIRD of Section 5.04(b);
provided, however that on and after the Distribution Date on which the
Certificate Principal Balance of the Certificates has been reduced to zero, the
Class II-C Distribution Amount shall include the Overcollateralization Amount.

         CLASS II-C PASS-THROUGH RATE: On any Distribution Date, a per annum
rate equal to the percentage equivalent of a fraction, the numerator of which is
the sum of the amounts calculated pursuant to clauses (A) through (J) below, and
the denominator of which is the aggregate of the Uncertificated Principal
Balances of the REMIC III Regular Interests (other than REMIC III Regular


                                      -12-
<PAGE>



Interest LTIII-IO-A, REMIC III Regular Interest LTIII-IO-B and REMIC III Regular
Interest LTIII-IIP). For purposes of calculating the Pass-Through Rate for the
Class II-C Certificates, the numerator is equal to the sum of the following
components:

                  (A) the Uncertificated REMIC III Pass-Through Rate for REMIC
III Regular Interest LTIII-AA minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC III Regular Interest LTIII-AA;

                  (B) the Uncertificated REMIC III Pass-Through Rate for REMIC
III Regular Interest LTIII-IIA1 minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC III Regular Interest
LTIII-IIA1;

                  (C) the Uncertificated REMIC III Pass-Through Rate for REMIC
III Regular Interest LTIII-IIA2 minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC III Regular Interest
LTIII-IIA2;

                  (D) the Uncertificated REMIC III Pass-Through Rate for REMIC
III Regular Interest LTIII-IIA3 minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC III Regular Interest
LTIII-IIA3;

                  (E) the Uncertificated REMIC III Pass-Through Rate for REMIC
III Regular Interest LTIII-IIA4 minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC III Regular Interest
LTIII-IIA4;

                  (F) the Uncertificated REMIC III Pass-Through Rate for REMIC
III Regular Interest LTIII-IIA5 minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC III Regular Interest
LTIII-A5;

                  (G) the Uncertificated REMIC III Pass-Through Rate for REMIC
III Regular Interest LTIII-IIM1 minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC III Regular Interest
LTIII-IIM1;

                  (H) the Uncertificated REMIC III Pass-Through Rate for REMIC
III Regular Interest LTIII-IIM2 minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC III Regular Interest
LTIII-IIM2;

                  (I) the Uncertificated REMIC III Pass-Through Rate for REMIC
III Regular Interest LTIII-IIM3 minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC III Regular Interest
LTIII-IIM3; and

                  (J) the Uncertificated REMIC III Pass-Through Rate for REMIC
III Regular Interest LTIII-IIZZ minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC III Regular Interest
LTIII-IIZZ.

         CLASS II-M-1 CERTIFICATE: Any Certificate designated as a "Class II-M-1
Certificate" on the face thereof, in the form of Exhibit A-5 hereto,
representing the right to its Percentage



                                      -13-
<PAGE>



Interest of distributions provided for the Class II-M-1 Certificates as set
forth herein and evidencing a Regular Interest in REMIC IV.

         CLASS II-M-1 PASS-THROUGH RATE: Shall mean (i) with respect to each
Distribution Date which occurs on or prior to the related Optional Termination
Date, 5.313% per annum and (ii) with respect to each Distribution Date which
occurs thereafter, 5.813% per annum, in each case subject to a cap equal to the
Net WAC Rate Cap for such Distribution Date.

         CLASS II-M-1 PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date which occurs (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 remaining after
distribution of the Senior 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:

         o        the Principal Distribution Amount for that Distribution Date
                  remaining after distribution of the Senior Principal
                  Distribution Amount; and

         o        the excess, if any, of (A) the aggregate Certificate Principal
                  Balance of the Class II-M-1 Certificates immediately prior to
                  that Distribution Date over (B) the positive difference
                  between (i) the aggregate Stated Principal Balance of the
                  Group II Mortgage Loans as of the last day of the related Due
                  Period (after reduction for Group II Realized Losses incurred
                  during the related Prepayment Period) and (ii) the sum of (x)
                  the aggregate Certificate Principal Balance of the Group II
                  Senior Certificates (other than the Class II-A-IO Certificates
                  and after taking into account the payment of the Senior
                  Principal Distribution Amount for such Distribution Date) and
                  (y) the product of (a) the aggregate Stated Principal Balance
                  of the Group II Mortgage Loans as of the last day of the
                  related Due Period (after reduction for Group II Realized
                  Losses incurred during the related Prepayment Period) and (b)
                  the sum of 6.90% and the Required Overcollateralization
                  Percentage.

         CLASS II-M-2 CERTIFICATE: Any Certificate designated as a "Class II-M-2
Certificate" on the face thereof, in the form of Exhibit A-5 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class II-M-2 Certificates as set forth herein and evidencing a Regular
Interest in REMIC IV.

         CLASS II-M-2 PASS-THROUGH RATE: Shall mean (i) with respect to each
Distribution Date which occurs on or prior to the related Optional Termination
Date, 5.710% per annum and (ii) with respect to each Distribution Date which
occurs thereafter, 6.210% per annum, in each case subject to a cap equal to the
Net WAC Rate Cap for such Distribution Date.

         CLASS II-M-2 PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date which occurs (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 remaining after
distribution of the Senior Principal Distribution Amount and the Class II-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:




                                      -14-
<PAGE>



         o        the Principal Distribution Amount for that Distribution Date
                  remaining after distribution of the Senior Principal
                  Distribution Amount and the Class II-M-1 Principal
                  Distribution Amount; and

         o        the excess, if any, of (A) the aggregate Certificate Principal
                  Balance of the Class II-M-2 Certificates immediately prior to
                  that Distribution Date over (B) the positive difference
                  between (i) the aggregate Stated Principal Balance of the
                  Group II Mortgage Loans as of the last day of the related Due
                  Period (after reduction for Group II Realized Losses incurred
                  during the related Prepayment Period) and (ii) the sum of (x)
                  the aggregate Certificate Principal Balance of the Group II
                  Senior Certificates (other than the Class II-A-IO
                  Certificates) and the Class II-M-1 Certificates (after taking
                  into account the payment of the Senior Principal Distribution
                  Amount and the Class II-M-1 Principal Distribution Amount for
                  such Distribution Date) and (y) the product of (a) the
                  aggregate Stated Principal Balance of the Group II Mortgage
                  Loans as of the last day of the related Due Period (after
                  reduction for Group II Realized Losses incurred during the
                  related Prepayment Period) and (b) the sum of 3.00% and the
                  Required Overcollateralization Percentage.

         CLASS II-M-3 CERTIFICATE: Any Certificate designated as a "Class II-M-3
Certificate" on the face thereof, in the form of Exhibit A-5 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class II-M-3 Certificates as set forth herein and evidencing a Regular
Interest in REMIC IV.

         CLASS II-M-3 PASS-THROUGH RATE: Shall mean (i) with respect to each
Distribution Date which occurs on or prior to the related Optional Termination
Date, 6.008% per annum and (ii) with respect to each Distribution Date which
occurs thereafter, 6.508% per annum, in each case subject to a cap equal to the
Net WAC Rate Cap for such Distribution Date.

         CLASS II-M-3 PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date which occurs (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 remaining after
distribution of the Senior Principal Distribution Amount, the Class II-M-1
Principal Distribution Amount and the Class II-M-2 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:

         o        the Principal Distribution Amount for that Distribution Date
                  remaining after distribution of the Senior Principal
                  Distribution Amount, the Class II-M-1 Principal Distribution
                  Amount and the Class II-M-2 Principal Distribution Amount; and

         o        the excess, if any, of (A) the aggregate Certificate Principal
                  Balance of the Class II-M-3 Certificates immediately prior to
                  that Distribution Date over (B) the positive difference
                  between (i) the aggregate Stated Principal Balance of the
                  Group II Mortgage Loans as of the last day of the related Due
                  Period (after reduction for Group II Realized Losses incurred
                  during the related Prepayment Period) and (ii)



                                      -15-
<PAGE>



                  the sum of (x) the aggregate Certificate Principal Balance of
                  the Senior Certificates (other than the Class II-A-IO
                  Certificates), the Class II-M-1 Certificates and the Class
                  II-M-2 Certificates (after taking into account the payment of
                  the Senior Principal Distribution Amount, the Class II-M-1
                  Principal Distribution Amount and the Class II-M-2 Principal
                  Distribution Amount for such Distribution Date) and (y) the
                  product of (a) the aggregate Stated Principal Balance of the
                  Group II Mortgage Loans as of the last day of the related Due
                  Period (after reduction for Group II Realized Losses incurred
                  during the related Prepayment Period) and (b) the Required
                  Overcollateralization Percentage.

         CLASS II-P CERTIFICATE: Any Certificate designated as a "Class II-P
Certificate" on the face thereof, in the form of Exhibit A-6 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class II-P Certificates as set forth herein and evidencing a Regular
Interest in REMIC IV.

         CLASS II-P CERTIFICATE ACCOUNT: The Eligible Account established and
maintained by the Trustee pursuant to Section 5.10.

         CLASS II-R CERTIFICATE: Any Certificate designated a "Class II-R
Certificate" on the face thereof, in substantially the form set forth in Exhibit
A-6 hereto, evidencing the Class R-1 Interest, Class R-2 Interest and Class R-3
Interest.

         CLASS PREPAYMENT DISTRIBUTION TRIGGER: With respect to any Class of
Group I Subordinate Certificates shall be satisfied on the Distribution Date on
which the fraction (expressed as a percentage), the numerator of which is the
aggregate Certificate Principal Balance of such Class and each Class subordinate
to such Class, if any, and the denominator of which is the aggregate Scheduled
Principal Balance of the Group I Mortgage Loans as of the related Due Date,
equals or exceeds such percentage calculated as of the Closing Date.

         CLASS R-1 INTEREST: The uncertificated residual interest in REMIC II.

         CLASS R-2 INTEREST: The uncertificated residual interest in REMIC III.

         CLASS R-3 INTEREST: The uncertificated residual interest in REMIC IV.

         CLOSING DATE:  February 28, 2005.

         CODE: The Internal Revenue Code of 1986, including any successor or
amendatory provisions.

         COMPENSATING INTEREST: An amount to be deposited in the related
Distribution Account by the related Servicer to offset a Prepayment Interest
Shortfall on a Mortgage Loan subject to this Agreement; provided, however that
the amount of Compensating Interest required to be paid in respect of any M&T
Mortgage Loan or GreenPoint Mortgage Loan shall not exceed the Servicing Fee
payable to M&T or GreenPoint, as applicable, and the amount of Compensating
Interest required to be paid in respect of any GMACM Mortgage Loan shall not
exceed one-half of the Servicing Fee payable to GMACM.





                                      -16-
<PAGE>



         CORPORATE TRUST OFFICE: The designated office of the Trustee where 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
Agreement for purposes of transfer and exchange and of presentment and surrender
of the Certificates and for payment thereof is located at Sixth Street and
Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Nomura Asset
Acceptance Corporation, Alternative Loan Trust, Series 2005-AP1, and for all
other purposes is located at 9062 Old Annapolis Road, Columbia, Maryland 21045
Attention: Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series
2005-AP1 or at such other address as the Trustee may designate from time to
time.

         CORRESPONDING CERTIFICATE: With respect to:

                  (i)      REMIC III Regular Interest LTIIII-IIA1, the Class
                           II-A-1 Certificates,
                  (ii)     REMIC III Regular Interest LTIII-IIA2, the Class
                           II-A-2 Certificates;
                  (iii)    REMIC III Regular Interest LTIII-IIA3, the Class
                           II-A-3 Certificates;
                  (iv)     REMIC III Regular Interest LTIII-IIA4, the Class
                           II-A-4 Certificates;
                  (v)      REMIC III Regular Interest LTIII-IIA5, the Class
                           II-A-5 Certificates;
                  (vi)     REMIC III Regular Interest LTIII-IIM1, the Class
                           II-M-1 Certificates;
                  (vii)    REMIC III Regular Interest LTIII-IIM2, the Class
                           II-M-2 Certificates;
                  (viii)   REMIC III Regular Interest LTIII-IIM3, the Class
                           II-M-3 Certificates; and
                  (ix)     REMIC III Regular Interest LTII-IIP, the Class II-P
                           Certificates.

         CREDIT ENHANCEMENT PERCENTAGE: With respect to any Distribution Date
and any Class of Group II Offered Certificates, the percentage obtained by
dividing (x) the sum of (i) the aggregate Certificate Principal Balance of the
Class or Classes of Group II Mezzanine Certificates subordinate thereto and (ii)
the Overcollateralization Amount by (y) the aggregate Stated Principal Balance
of the Group II Mortgage Loans, calculated after taking into account
distributions of principal on the Group II Mortgage Loans and distribution of
the Principal Distribution Amount to the holders of the Group II Certificates
then entitled to distributions of principal on such Distribution Date.

         CREDIT RISK MANAGEMENT AGREEMENT: Each agreement between the Credit
Risk Manager and a Servicer, dated as of February 28, 2005.

         CREDIT RISK MANAGEMENT FEE: As to each Mortgage Loan and any
Distribution Date, an amount equal to 1/12th of the Credit Risk Management Fee
Rate multiplied by the Stated Principal Balance of such Mortgage Loan as of the
last day of the related Due Period. The Credit Risk Management Fee shall be
payable to the Credit Risk Manager and/or the Seller pursuant to Section
4.07(a)(vii) and 4.08(b).

         CREDIT RISK MANAGEMENT FEE RATE: 0.015% per annum.

         CREDIT RISK MANAGER:  The Murrayhill Company, a Colorado corporation.

         CROSS-OVER DATE: The first Distribution Date on which the aggregate
Certificate Principal Balance of the Group I Subordinate Certificates has been
reduced to zero (giving effect to all distributions on such Distribution Date).





                                      -17-
<PAGE>



         CUSTODIAL ACCOUNT: Each account established and maintained by GMACM
with respect to receipts on the GMACM Mortgage Loans and related REO Property in
accordance with Section 4.01, by M&T with respect to receipts on the M&T
Mortgage Loans and related REO Property in accordance with the M&T Servicing
Agreement or by GreenPoint with respect to receipts on the GreenPoint Mortgage
Loans and the related REO Property in accordance with the GreenPoint Servicing
Agreement.

         CUSTODIAL AGREEMENT: The Custodial Agreement dated as of Feburary 1,
2005 among the Custodian, the Servicers and the Trustee.

         CUSTODIAN:  JPMorgan Chase Bank, N.A., a national banking association.

         CUT-OFF DATE:  February 1, 2005.

         CUT-OFF DATE PRINCIPAL BALANCE: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close of business on the Cut-off Date after
application of all Principal Prepayments received prior to the Cut-off Date and
scheduled payments of principal due on or before the Cut-off Date, whether or
not received, but without giving effect to any installments of principal
received in respect of Due Dates after the Cut-off Date.

         DEBT SERVICE REDUCTION: With respect to any Mortgage Loan, a reduction
by a court of competent jurisdiction in a proceeding under the Bankruptcy Code
in the Scheduled Payment for such Mortgage Loan that became final and
non-appealable, except such a reduction resulting from a Deficient Valuation or
any other 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 such Mortgage Loan, or any
reduction in the amount of principal to be paid in connection with any Scheduled
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from an order of such court that is final and non-appealable
in a proceeding under the Bankruptcy Code.

         DEFINITIVE CERTIFICATES: As defined in Section 6.06.

         DELETED MORTGAGE LOAN: A Mortgage Loan replaced or to be replaced by a
Replacement Mortgage Loan.

         DELINQUENT: A Mortgage Loan is "delinquent" if any payment due thereon
is not made pursuant to the terms of such Mortgage Loan by the close of business
on the day such payment is scheduled to be due. A Mortgage Loan is "30 days
delinquent" if such payment has not been received by the close of business on
the corresponding day of the month immediately succeeding the month in which
such payment was due, or, if there is no such corresponding day (e.g., as when a
30-day month follows a 31-day month in which a payment was due on the 31st day
of such month), then on the last day of such immediately succeeding month.
Similarly for "60 days delinquent," "90 days delinquent" and so on.




                                      -18-
<PAGE>



         DENOMINATION: With respect to each Certificate, the amount set forth on
the face thereof as the "Initial Certificate Principal Balance of this
Certificate".

         DEPOSITOR: Nomura Asset Acceptance Corporation, a Delaware corporation,
or its successor in interest.

         DEPOSITORY: The initial Depository shall be The Depository Trust
Company ("DTC"), the nominee of which is Cede & Co., or any other organization
registered as a "clearing agency" pursuant to Section 17A of the Securities
Exchange Act of 1934, as amended. The Depository shall initially be the
registered Holder of the Book-Entry Certificates. 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.

         DEPOSITORY AGREEMENT: With respect to the Class of Book-Entry
Certificates, the agreement among the Depositor, the Trustee and the initial
Depository, dated as of the Closing Date, substantially in the form of Exhibit
I.

         DEPOSITORY PARTICIPANT: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.

         DETERMINATION DATE: With respect to any Distribution Date, the 15th day
of the month of such Distribution Date or, if such 15th day is not a Business
Day, the immediately preceding Business Day.

         DISTRIBUTION ACCOUNT: The separate Eligible Accounts created and
maintained by the Trustee pursuant to Section 4.06 in the name of the Trustee
for the benefit of the Certificateholders and designated "Wells Fargo Bank,
National Association, in trust for registered holders of Nomura Asset Acceptance
Corp., Mortgage Pass-Through Certificates, Series 2005-AP1, Group I
Certificates" and "Wells Fargo Bank, National Association, in trust for
registered holders of Nomura Asset Acceptance Corp., Mortgage Pass-Through
Certificates, Series 2005-AP1, Group II Certificates". Funds in the Distribution
Accounts shall be held in trust for the related Certificateholders for the uses
and purposes set forth in this Agreement.

         DISTRIBUTION DATE: The 25th day of each calendar month after the
initial issuance of the Certificates, or if such 25th day is not a Business Day,
the next succeeding Business Day, commencing in March 2005.

         DUE DATE: As to any Mortgage Loan, the date in each month on which the
related Scheduled Payment is due, as set forth in the related Mortgage Note.

         DUE PERIOD: For any Distribution Date, (i) with respect to the GMACM
Mortgage Loans and GreenPoint Mortgage Loans, the period from the second day of
the calendar month preceding the calendar month in which such Distribution Date
occurs through the close of business on the first day of the calendar month in
which such Distribution Date occurs, and (ii) with respect to the M&T Mortgage
Loans, the calendar month preceding the calendar month in which such
Distribution Date occurs.




                                      -19-
<PAGE>



         ELIGIBLE ACCOUNT: Any of (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company, the
long-term unsecured debt obligations and short-term unsecured debt obligations
of which are rated by each Rating Agency in one of its two highest long-term and
its highest short-term rating categories respectively, at the time any amounts
are held on deposit therein, or (ii) an account or accounts in a depository
institution or trust company in which such accounts are insured by the FDIC (to
the limits established by the FDIC) and the uninsured deposits in which accounts
are otherwise secured such that, as evidenced by an Opinion of Counsel delivered
to the Trustee and to each Rating Agency, the Certificateholders have a claim
with respect to the funds in such account or a perfected first priority 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 or trust company in which
such account is maintained, or (iii) a segregated, non-interest bearing trust
account or accounts maintained with the corporate trust department of a federal
or state chartered depository institution or trust company having capital and
surplus of not less than $50,000,000, acting in its fiduciary capacity or (iv)
any other account acceptable to the Rating Agencies as evidenced in writing by
the Rating Agencies. Eligible Accounts may bear interest, and may include, if
otherwise qualified under this definition, accounts maintained with the Trustee.

         ESCROW ACCOUNT: Shall mean an account maintained by GMACM pursuant to
Section 4.04. The Escrow Account shall be an Eligible Account.

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

         ERISA RESTRICTED CERTIFICATE: Each of the Class I-P, Class I-X, Class
II-C, Class II-P and Residual Certificates.

         EXCESS CAP PAYMENT: With respect to any Distribution Date, the excess,
if any, of (1) the cap payments made by the Cap Provider under the Cap Contract
with respect to the Class II-A-1 Certificates over (2) the amount of the unpaid
Net WAC Rate Carryover Amounts attributable to the Class II-A-1 Certificates for
such Distribution Date.

         EXCESS LIQUIDATION PROCEEDS: To the extent not required by law to be
paid to the related Mortgagor, the excess, if any, of any Liquidation Proceeds
with respect to a Mortgage Loan over the Stated Principal Balance of such
Mortgage Loan and accrued and unpaid interest at the related Mortgage Rate
through the last day of the month in which the Mortgage Loan has been
liquidated.

         EXCESS LOSS: A Deficient Valuation, Fraud Loss or Special Hazard Loss
or any part thereof, occurring after the Bankruptcy Loss Coverage Amount, Fraud
Loss Coverage Amount or Special Hazard Loss Coverage Amount, respectively, has
been reduced to zero.

         EXEMPTION: Prohibited Transaction Exemption 93-32, as amended from time
to time.

         EXTRA PRINCIPAL DISTRIBUTION AMOUNT: With respect to any Distribution
Date, the lesser of (x) the Net Monthly Excess Cashflow for such Distribution
Date and (y) the Overcollateralization Increase Amount for such Distribution
Date.




                                      -20-
<PAGE>



         FANNIE MAE: Fannie Mae (formerly, Federal National Mortgage
Association), or any successor thereto.

         FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.

         FINAL RECOVERY DETERMINATION: With respect to any defaulted Mortgage
Loan or any REO Property (other than a Mortgage Loan or REO Property purchased
by the Seller, the Depositor or the Terminator pursuant to or as contemplated by
Section 2.03(c) or Section 10.01), a determination made by GMACM pursuant to
this Agreement, or M&T pursuant to the M&T Servicing Agreement or GreenPoint
pursuant to the GreenPoint Servicing Agreement that all Insurance Proceeds,
Liquidation Proceeds and other payments or recoveries which GMACM, M&T or
GreenPoint, as applicable, in its reasonable good faith judgment, expects to be
finally recoverable in respect thereof have been so recovered.

         FIRREA: The Financial Institutions Reform, Recovery, and Enforcement
Act of 1989, as amended.

         FRAUD LOSS: A Loss on a Mortgage Loan as to which there was fraud in
the origination thereof.

         FRAUD LOSS COVERAGE AMOUNT: With respect to the period beginning (i) on
the Closing Date and ending on December 31, 2005, $3,965,000, (ii) on January 1,
2006 and ending on December 31, 2006, $2,643,000 minus the aggregate amount of
Fraud Losses that would have been allocated to the Group I Subordinate
Certificates in the absence of the Loss Allocation Limitation since the Cut Off
Date, (iii) on January 1, 2007 and ending on December 31, 2009, $1,322,000 minus
the aggregate amount of Fraud Losses that would have been allocated to the Group
II Subordinate Certificates in the absence of the Loss Allocation Limitation
since the Cut Off Date and (iv) after the earlier to occur of January 1, 2010
and the Cross Over Date, $0.

         FREDDIE MAC: Federal Home Loan Mortgage Corporation, or any successor
thereto.

         GMACM: GMAC Mortgage Corporation or any successor thereto appointed
hereunder in connection with the servicing and administration of the GMACM
Mortgage Loans.

         GMACM'S ASSIGNEE: As defined in Section 5.01(b)(ii).

         GMACM MORTGAGE LOANS: Shall mean those Mortgage Loans serviced by GMACM
pursuant to the terms of this Agreement.

         GREENPOINT: GreenPoint Mortgage Funding, Inc., or any successor thereto
appointed under the GreenPoint Servicing Agreement.

         GREENPOINT ASSIGNMENT AGREEMENT: The Assignment, Assumption and
Recognition Agreement, dated as of February 28, 2005, by and among and the
Seller, GreenPoint and the Depositor evidencing the assignment of the GreenPoint
Servicing Agreement to the Depositor.




                                      -21-
<PAGE>



         GREENPOINT MORTGAGE LOANS: Those Mortgage Loans subject to this
Agreement which were purchased by the Seller and serviced pursuant to the
GreenPoint Servicing Agreement.

         GREENPOINT SERVICING AGREEMENT: Shall mean the Master Loan Purchase and
Servicing Agreement, dated as of March 1, 2003, by and between the Seller and
GreenPoint, as modified by the GreenPoint Assignment Agreement.

         GROUP I AVAILABLE FUNDS: The sum of the Interest Funds and Principal
Funds with respect to the Group I Mortgage Loans, exclusive of amounts pursuant
to Section 5.10.

         GROUP I CERTIFICATES: The Class I-A-1, Class I-B-1, Class I-B-2, Class
I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class I-X, Class I-P and Class I-R
Certificates.

         GROUP I MORTGAGE LOANS: The Mortgage Loans identified as such on the
Mortgage Loan Schedule.

         GROUP I NON-OFFERED CERTIFICATES: The Class I-B-4, Class I-B-5 and
Class I-B-6 Certificates.

         GROUP I OFFERED CERTIFICATES: The Class I-A-1, Class I-B-1, Class I-B-2
and Class I-B-3 Certificates.

         GROUP I REALIZED LOSS: A Realized Loss with respect to a Group I
Mortgage Loan.

         GROUP I SENIOR CERTIFICATES: The Class I-A-1 Certificates.

         GROUP I SUBORDINATE CERTIFICATES: The Class I-B-1, Class I-B-2, Class
I-B-3, Class I-B-4, Class I-B-5 and Class I-B-6 Certificates.

         GROUP II AVAILABLE DISTRIBUTION AMOUNT: Shall mean the sum of the
Interest Remittance Amount and Principal Funds relating to the Group II Mortgage
Loans.

         GROUP II CERTIFICATES: The Class II-A-1, Class II-A-2, Class II-A-3,
Class II-A-4, Class II-A-5, Class II-A-IO, Class II-M-1, Class II-M-2, Class
II-M-3, Class II-C, Class II-P and Class II-R Certificates.

         GROUP II MEZZAINE CERTIFICATES: The Class II-M-1, Class II-M-2 and
Class II-M-3 Certificates.

         GROUP II MORTGAGE LOANS: The Mortgage Loans identified as such on the
Mortgage Loan Schedule.

         GROUP II OFFERED CERTIFICATES: The Class II-A-1, Class II-A-2, Class
II-A-3, Class II-A-4, Class II-A-5, Class II-A-IO, Class II-M-1, Class II-M-2
and Class II-M-3 Certificates.

         GROUP II PRINCIPAL REMITTANCE AMOUNT: With respect to each Distribution
Date, is equal to Principal Funds for such Distribution Date.




                                      -22-
<PAGE>



         GROUP II REALIZED LOSS: A Realized Loss with respect to a Group II
Mortgage Loan.

         GROUP II SENIOR CERTIFICATES: The Class II-A-1, Class II-A-2, Class
II-A-3, Class II-A-4, Class II-A-5 and Class II-A-IO Certificates.

         INDEMNIFIED PERSONS: The Trustee, GMACM (including any successor to
GMACM), the Custodian, the Trust Fund and their officers, directors, agents and
employees and, with respect to the Trustee, any separate co-trustee and its
officers, directors, agents and employees.

         INITIAL CERTIFICATE PRINCIPAL BALANCE: With respect to any Certificate,
the Certificate Principal Balance of such Certificate or any predecessor
Certificate on the Closing Date.

         INSURANCE POLICY: With respect to any Mortgage Loan included in the
Trust Fund, any insurance policy, including all riders and endorsements thereto
in effect with respect to such Mortgage Loan, including any replacement policy
or policies for any Insurance Policies.

         INSURANCE PROCEEDS: Proceeds paid in respect of the Mortgage Loans
pursuant to any Insurance Policy or any other insurance policy covering a
Mortgage Loan, to the extent such proceeds are payable to the mortgagee under
the Mortgage, GMACM, M&T, GreenPoint or the trustee under the deed of trust and
are not applied to the restoration of the related Mortgaged Property or released
to the Mortgagor in accordance with the servicing standard set forth in Section
3.01 hereof or pursuant to the M&T Servicing Agreement or the GreenPoint
Servicing Agreement, as applicable, other than any amount included in such
Insurance Proceeds in respect of Insured Expenses.

         INSURED EXPENSES: Expenses covered by any Insurance Policy with respect
to the Mortgage Loans.

         INTEREST CARRY FORWARD AMOUNT: With respect to any Class of Group II
Certificates (other than the Class II-P, Class II-C and Class II-R Certificates)
and any Distribution Date, the amount, if any, by which the Interest
Distribution Amount for that Class of Certificates for the immediately preceding
Distribution Date exceeded the actual amount distributed on such Class in
respect of interest on the immediately preceding Distribution Date, together
with any Interest Carry Forward Amount with respect to such Class remaining
unpaid from the previous Distribution Date.

         INTEREST DETERMINATION DATE: Shall mean the second LIBOR Business Day
preceding the commencement of each Accrual Period.

         INTEREST DISTRIBUTION AMOUNT: With respect to any Class of Group II
Certificates (other than the Class II-P Certificates and Class II-R
Certificates) and any Distribution Date, an amount equal to the interest accrued
during the related Accrual Period at the applicable Pass-Through Rate on the
Certificate Principal Balance (or Certificate Notional Balance) of such
Certificate immediately prior to such Distribution Date less such Certificate's
share of any Net Interest Shortfall and the interest portion of any Realized
Losses on the Mortgage Loans allocated to such Certificate pursuant to Section
1.02. The Interest Distribution Amount with respect to each



                                      -23-
<PAGE>



class of Certificates (other than the Class II-A-1 Certificates) is calculated
on the basis of a 360-day year consisting of twelve 30-day months. The Interest
Distribution Amount with respect to the Class II-A-1 Certificates is calculated
on the basis of a 360-day year and the actual number of days elapsed in the
related Accrual Period. No Interest Distribution Amount will be payable with
respect to any Class of Group II Certificates after the Distribution Date on
which the outstanding Certificate Principal Balance of such Certificate has been
reduced to zero.

         INTEREST FUNDS: With respect to any Distribution Date and the Group I
Mortgage Loans generally are equal to the sum, without duplication, of (a) all
scheduled interest during the related Due Period with respect to the Group I
Mortgage Loans less the Servicing Fee, the Credit Risk Management Fee and the
fee payable to any provider of lender-paid mortgage insurance, if any, (b) all
Advances relating to interest with respect to the Group I Mortgage Loans made on
or prior to the related Remittance Date, (c) all Compensating Interest with
respect to the Group I Mortgage Loans and required to be remitted by the related
Servicer pursuant to this Agreement, the M&T Servicing Agreement or the
GreenPoint Servicing Agreement with respect to such Distribution Date, (d)
Liquidation Proceeds and Subsequent Recoveries with respect to the Group I
Mortgage Loans collected during the related Prepayment Period (to the extent
such Liquidation Proceeds and Subsequent Recoveries relate to interest), (e) all
amounts relating to interest with respect to each Mortgage Loan repurchased by
the Seller pursuant to Sections 2.02 and 2.03 and (f) all amounts in respect of
interest paid by the Terminator pursuant to Section 10.01 to the extent remitted
by the related Servicer to the related Distribution Account pursuant to this
Agreement, the M&T Servicing Agreement or the GreenPoint Servicing Agreement
minus (ii) all amounts required to be reimbursed pursuant to Sections 4.02,
4.04, 4.06, 4.07 and 9.05 or as otherwise set forth in this Agreement.

         INTEREST REMITTANCE AMOUNT: With respect to any Distribution Date, that
portion of the Group II Available Distribution Amount for such Distribution Date
generally equal to (i) the sum, without duplication, of (a) all scheduled
interest during the related Due Period with respect to the Group II Mortgage
Loans less the Servicing Fee, the Credit Risk Management Fee and the fee payable
to any provider of lender-paid mortgage insurance, if any, (b) all Advances
relating to interest with respect to the Group II Mortgage Loans made on or
prior to the related Remittance Date, (c) all Compensating Interest with respect
to the Group II Mortgage Loans and required to be remitted by the related
Servicer pursuant to this Agreement, the M&T Servicing Agreement or the
GreenPoint Servicing Agreement with respect to such Distribution Date, (d)
Liquidation Proceeds and Subsequent Recoveries with respect to the Group II
Mortgage Loans collected during the related Prepayment Period (to the extent
such Liquidation Proceeds and Subsequent Recoveries relate to interest), (e) all
amounts relating to interest with respect to each Mortgage Loan repurchased by
the Seller pursuant to Sections 2.02 and 2.03 and (f) all amounts in respect of
interest paid by the Terminator pursuant to Section 10.01 to the extent remitted
by the related Servicer to the related Distribution Account pursuant to this
Agreement, the M&T Servicing Agreement or the GreenPoint Servicing Agreement
minus (ii) all amounts required to be reimbursed pursuant to Sections 4.02,
4.04, 4.06, 4.07 and 9.05 or as otherwise set forth in this Agreement.

         INTEREST SHORTFALL: With respect to any Distribution Date, the
aggregate shortfall, if any, in collections of interest (adjusted to the related
Net Mortgage Rates) on Group I Mortgage Loans



                                      -24-
<PAGE>



resulting from (a) Principal Prepayments in full received during the related
Prepayment Period, (b) partial Principal Prepayments received during the related
Prepayment Period to the extent applied prior to the Due Date in the month of
the Distribution Date and (c) interest payments on certain of the Group I
Mortgage Loans being limited pursuant to the provisions of the Relief Act.

         LAST SCHEDULED DISTRIBUTION DATE: With respect to the Certificates
(other than the Class II-A-IO Certificates), the Distribution Date in February
2035 and with respect to the Class II-A-IO Certificates, the Distribution Date
in February 2007.

         LATEST POSSIBLE MATURITY DATE: The Distribution Date following the
final scheduled maturity date of the Group I Mortgage Loan or Group II Mortgage
Loan, as applicable, in the Trust Fund having the latest scheduled maturity date
as of the Cut-off Date. For purposes of the Treasury Regulations under Code
section 860A through 860G, the latest possible maturity date of each regular
interest issued by REMIC I, REMIC II, REMIC III and REMIC IV shall be the Latest
Possible Maturity Date.

         LIBOR BUSINESS DAY: Shall mean a day on which banks are open for
dealing in foreign currency and exchange in London.

         LIQUIDATED LOAN: With respect to any Distribution Date, a defaulted
Mortgage Loan that has been liquidated through deed-in-lieu of foreclosure,
foreclosure sale, trustee's sale or other realization as provided by applicable
law governing the real property subject to the related Mortgage and any security
agreements and as to which the related Servicer has certified in the related
Prepayment Period that it has received all amounts it expects to receive in
connection with such liquidation.

         LIQUIDATION PROCEEDS: Amounts, other than Insurance Proceeds, received
in connection with the partial or complete liquidation of a Mortgage Loan,
whether through trustee's sale, foreclosure sale or otherwise, or in connection
with any condemnation or partial release of a Mortgaged Property and any other
proceeds received with respect to an REO Property, less the sum of related
unreimbursed Advances, Servicing Fees and Servicing Advances and all expenses of
liquidation, including property protection expenses and foreclosure and sale
costs, including court and reasonable attorneys fees.

         LOAN-TO-VALUE RATIO: The fraction, expressed as a percentage, the
numerator of which is the original principal balance of the Mortgage Loan and
the denominator of which is the Appraised Value of the related Mortgaged
Property.

         LOSS ALLOCATION LIMITATION: Means the limitation on reduction of the
Certificate Principal Balance of any class of Group I Certificates on any
Distribution Date on account of any Group I Realized Loss to the extent that the
reduction would have the effect of reducing the aggregate Certificate Principal
Balance of all of the Group I Certificates as of that Distribution Date to an
amount less than the aggregate Stated Principal Balance of the Group I Mortgage
Loans as of the following Distribution Date, less any Deficient Valuations
occurring before the Bankruptcy Loss Coverage Amount has been reduced to zero.




                                      -25-
<PAGE>



         M&T: M&T Mortgage Corporation, or any successor thereto appointed under
the M&T Servicing Agreement.

         M&T ASSIGNMENT AGREEMENT: The Assignment, Assumption and Recognition
Agreement, dated as of February 28, 2005, by and among and the Seller, M&T and
the Depositor evidencing the assignment of the M&T Servicing Agreement to the
Depositor.

         M&T MORTGAGE LOANS: Those Mortgage Loans subject to this Agreement
which were purchased by the Seller from First National Bank of Nevada and
serviced pursuant to the M&T Servicing Agreement.

         M&T SERVICING AGREEMENT: Shall mean the Servicing Agreement, dated as
of October 1, 2004, by and between the Seller and M&T, as modified by the M&T
Assignment Agreement.

         MAJORITY CLASS II-C CERTIFICATEHOLDER: The Holder of a 50.01% or
greater Percentage Interest in the Class II-C Certificates.

         MARKER RATE: With respect to the Class II-C Certificates and any
Distribution Date, a per annum rate equal to two (2) times the weighted average
of the Uncertificated REMIC III Pass-Through Rates for REMIC III Regular
Interest LTIII-IIA1, REMIC III Regular Interest LTIII-IIA2, REMIC III Regular
Interest LTIII-IIA3, REMIC III Regular Interest LTIII-IIA4, REMIC III Regular
Interest LTIII-A5, REMIC III Regular Interest LTIII-IIM1, REMIC III Regular
Interest LTIII-IIM2, REMIC III Regular Interest LTIII-IIM3 and REMIC III Regular
Interest LTIII-IIZZ, with the rate on REMIC III Regular Interest LTIII-IIA1
subject to a cap equal to the lesser of (x) One-Month LIBOR plus 0.15% per annum
and (y) the Net WAC Rate Cap for the purpose of this calculation; with the rate
on REMIC III Regular Interest LTIII-IIA2 subject to a cap equal to the lesser of
(x) 4.386% per annum and (y) the Net WAC Rate Cap for the purpose of this
calculation; with the rate on REMIC III Regular Interest LTIII-IIA3 subject to a
cap equal to the lesser of (x) 4.840% per annum and (y) the Net WAC Rate Cap for
the purpose of this calculation; with the rate on REMIC III Regular Interest
LTIII-IIA4 subject to a cap equal to the lesser of (A) in the case of any
Distribution Date up to and including the related Optional Termination Date, the
lesser of (x) 5.546% per annum and (y) the Net WAC Rate Cap and (B) in the case
of any Distribution Date after the related Optional Termination Date, the lesser
of (x) 6.046% per annum and (y) the Net WAC Rate Cap for the purpose of this
calculation; with the rate on REMIC III Regular Interest LTIII-IIA5 subject to a
cap equal to (A) in the case of any Distribution Date up to and including the
related Optional Termination Date, the lesser of (x) 4.855% per annum and (y)
the Net WAC Rate Cap and (B) in the case of any



                                      -26-
<PAGE>



Distribution Date after the related Optional Termination Date, the lesser of (x)
5.355% per annum and (y) the Net WAC Rate Cap for the purpose of this
calculation; with the rate on REMIC III Regular Interest LTIII-IIM1 subject to a
cap equal to (A) in the case of any Distribution Date up to and including the
related Optional Termination Date, the lesser of (x) 5.313% per annum and (y)
the Net WAC Rate Cap and (B) in the case of any Distribution Date after the
related Optional Termination Date, the lesser of (x) 5.813% per annum and (y)
the Net WAC Rate Cap for the purpose of this calculation; with the rate on REMIC
III Regular Interest LTIII-M2 subject to a cap equal to (A) in the case of any
Distribution Date up to and including the related Optional Termination Date, the
lesser of (x) 5.710% per annum and (y) the Net WAC Rate Cap and (B) in the case
of any Distribution Date after the related Optional Termination Date, the lesser
of (x) 6.210% per annum and (y) the Net WAC Rate Cap for the purpose of this
calculation; with the rate on REMIC III Regular Interest LTIII-M3 subject to a
cap equal to (A) in the case of any Distribution Date up to and including the
related Optional Termination Date, the lesser of (x) 6.008% per annum and (y)
the Net WAC Rate Cap and (B) in the case of any Distribution Date after the
related Optional Termination Date, the lesser of (x) 6.508% per annum and (y)
the Net WAC Rate Cap for the purpose of this calculation; and with the rate on
REMIC III Regular Interest LTIII-IIZZ subject to a cap of zero for the purpose
of this calculation; provided, however, that for this purpose, the calculation
of the Uncertificated REMIC III Pass-Through Rate and the related cap with
respect to REMIC III Regular Interest LTIII-IIA1 shall be multiplied by a
fraction, the numerator of which is the actual number of days in the Accrual
Period and the denominator of which is 30.

         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.

         MOM LOAN: Any Mortgage Loan as to which MERS is 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 STATEMENT: The statement delivered to the Certificateholders
pursuant to Section 5.06.

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

         MORTGAGE: The mortgage, deed of trust or other instrument creating a
first lien on or first priority ownership interest in an estate in fee simple in
real property securing a Mortgage Note.

         MORTGAGE FILE: The Mortgage Loan Documents pertaining to a particular
Mortgage Loan.

         MORTGAGE LOAN DOCUMENTS: As defined in Section 2.01.

         MORTGAGE LOANS: Such of the Mortgage Loans transferred and assigned to
the Trustee pursuant to the provisions hereof, as from time to time are held as
a part of the Trust Fund (including any REO Property), the mortgage loans so
held being identified in the Mortgage Loan Schedule, notwithstanding foreclosure
or other acquisition of title of the related Mortgaged Property.

         MORTGAGE LOAN PURCHASE AGREEMENT: The Mortgage Loan Purchase Agreement
dated as of February 28, 2005, between the Seller, as seller and the Depositor,
as purchaser.



                                      -27-
<PAGE>



         MORTGAGE LOAN PURCHASE PRICE: The price, calculated as set forth in
Section 10.01, to be paid in connection with the purchase of the Group I
Mortgage Loans or Group II Mortgage Loans, as applicable, pursuant to Section
10.01.

         MORTGAGE LOAN SCHEDULE: The list of Mortgage Loans (as from time to
time amended by the related Servicer to reflect the deletion of Deleted Mortgage
Loans and the addition of Replacement Mortgage Loans pursuant to the provisions
of this Agreement, the M&T Servicing Agreement or the GreenPoint Servicing
Agreement, as applicable) transferred to the Trustee as part of the Trust Fund
and from time to time subject to this Agreement, the initial Mortgage Loan
Schedule being attached hereto as Exhibit B-1, setting forth the following
information with respect to each Mortgage Loan:

                  (i)      the loan number;

                  (ii)     the Mortgage Rate in effect as of the Cut-off Date;

                  (iii)    the Servicing Fee Rate;

                  (iv)     the Net Mortgage Rate in effect as of the Cut-off
                           Date;

                  (v)      the maturity date;

                  (vi)     the original principal balance;

                  (vii)    the Cut-off Date Principal Balance;

                  (viii)   the original term;

                  (ix)     the remaining term;

                  (x)      the property type;

                  (xi)     with respect to each MOM Loan, the related MIN;

                  (xii)    the Servicer; and

                  (xiii)   a code indicating whether the Mortgage Loan is
                           subject to a Prepayment Charge, the term of such
                           Prepayment Charge and the amount of such Prepayment
                           Charge.

Such schedule shall also set forth the aggregate Cut-off Date Principal Balance
for all of the Mortgage Loans.

         MORTGAGE NOTE: The original executed note or other evidence of
indebtedness of a Mortgagor under a Mortgage Loan.

         MORTGAGE RATE: The annual rate of interest borne by a Mortgage Note.



                                      -28-
<PAGE>


         MORTGAGED PROPERTY: The underlying property securing a Mortgage Loan.

         MORTGAGOR: The obligors on a Mortgage Note.

         NET INTEREST SHORTFALLS: Shall mean Interest Shortfalls net of payments
by the related Servicer in respect of Compensating Interest.

         NET MONTHLY EXCESS CASHFLOW: With respect to any Distribution Date, the
sum of (a) any Overcollateralization Reduction Amount and (b) the excess of (x)
the Group II Available Distribution Amount for such Distribution Date over (y)
the sum for such Distribution Date of (A) the aggregate amount of Senior
Interest Distribution Amounts payable to the Group II Senior Certificates and
the Interest Distribution Amounts payable to the Group II Mezzanine Certificates
and (B) the Group II Principal Remittance Amount.

         NET MORTGAGE RATE: As to each Mortgage Loan, and at any time, the per
annum rate equal to the related Mortgage Rate less the sum of (i) the Servicing
Fee Rate, (ii) the Credit Risk Management Fee Rate and (iii) the rate at which
the fee payable to any provider of lender-paid mortgage insurance is calculated,
if applicable.

         NET WAC RATE CAP: With respect to the Group II Senior Certificates
(other than the Class II-A-IO Certificates) and the Group II Mezzanine
Certificates, (i) from and including the Distribution Date in March 2005 through
and including the Distribution Date in October 2005, (a) the weighted average of
the Net Mortgage Rates of the Group II Mortgage Loans, weighted based on their
Stated Principal Balances as of the first day of the calendar month preceding
the month in which the Distribution Date occurs minus 4.50% per annum times (b)
a fraction, the numerator of which is the Certificate Notional Balance of the
Class II-A-IO Certificates and the denominator of which is the aggregate Stated
Principal Balance of the Group II Mortgage Loans as of the first day of the
calendar month preceding the month in which the Distribution Date occurs, (ii)
from and including the Distribution Date in November 2005 through and including
the Distribution Date in February 2007, (a) the weighted average of the Net
Mortgage Rates of the Mortgage Loans, weighted based on their Stated Principal
Balances as of the first day of the calendar month preceding the month in which
the Distribution Date occurs minus 3.50% per annum times (b) a fraction, the
numerator of which is the Certificate Notional Balance of the Class II-A-IO
Certificates and the denominator of which is the aggregate Stated Principal
Balance of the Group II Mortgage Loans as of the first day of the calendar month
preceding the month in which the Distribution Date occurs and (iii) thereafter,
the weighted average of the Net Mortgage Rates of the Group II Mortgage Loans,
weighted based on their Stated Principal Balances as of the first day of the
calendar month preceding the month in which the Distribution Date occurs;
provided that the Net WAC Rate Cap with respect to the Class II-A-1 Certificates
shall be multiplied by a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days in the Accrual Period.

         For federal income tax purposes, the Net WAC Rate Cap, with respect to
any Distribution Date, shall be expressed as the weighted average of the
Uncertificated REMIC III Pass-Through Rates on each REMIC III Regular Interest
(other than REMIC III Regular Interest LTIII-IO-A and REMIC III Regular Interest
LTIII-IO-B) weighted on the basis of the Uncertificated Principal Balance of the
REMIC III Regular Interests.




                                      -29-
<PAGE>


         NET WAC RATE CARRYOVER AMOUNT: With respect the Group II Senior
Certificates (other than the Class II-A-IO Certificates) and the Group II
Mezzanine Certificates and any Distribution Date on which the related
Pass-Through Rate is reduced by the Net WAC Rate Cap, an amount equal to the sum
of (i) the excess of (x) the amount of interest such Class would have been
entitled to receive on such Distribution Date if the Pass-Through Rate
applicable to such Class would not have been reduced by the Net WAC Rate Cap on
such Distribution Date over (y) the amount of interest paid on such Distribution
Date plus (ii) the related Net WAC Rate Carryover Amount for the previous
Distribution Date not previously distributed.

         NET WAC RESERVE FUND: Shall mean the segregated non-interest bearing
trust account created and maintained by the Trustee pursuant to Section 5.10
hereof.

         NON-BOOK-ENTRY CERTIFICATE: Any Certificate other than a Book-Entry
Certificate.

         NONRECOVERABLE ADVANCE: Any portion of an Advance or Servicing Advance
previously made or proposed to be made by the related Servicer pursuant to this
Agreement, the M&T Servicing Agreement or the GreenPoint Servicing Agreement, as
applicable, or the Trustee as Successor Servicer, that, in the good faith
judgment of the related Servicer or the Trustee as Successor Servicer, will not
or, in the case of a proposed Advance or Servicing Advance, would not, be
ultimately recoverable by it from the related Mortgagor, related Liquidation
Proceeds, Insurance Proceeds or otherwise.

         OFFICER'S CERTIFICATE: A certificate (i) signed by the Chairman of the
Board, the Vice Chairman of the Board, the President, a Vice President (however
denominated), an Assistant Vice President, the Treasurer, the Secretary, or one
of the assistant treasurers or assistant secretaries of the Depositor or the
Trustee (or any other officer customarily performing functions similar to those
performed by any of the above designated officers and also to whom, with respect
to a particular matter, such matter is referred because of such officer's
knowledge of and familiarity with a particular subject) or (ii), if provided for
in this Agreement, signed by a Authorized Servicer Representative, as the case
may be, and delivered to the Depositor, the Seller and/or the Trustee, as the
case may be, as required by this Agreement.

         ONE-MONTH LIBOR: With respect to any Accrual Period (other than the
first Accrual Period), the rate determined by the Trustee on the related
Interest Determination Date on the basis of the rate for U.S. dollar deposits
for one month that appears on Telerate Screen Page 3750 as of 11:00 a.m. (London
time) on such Interest Determination Date. 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, such other service for displaying One-Month LIBOR
or comparable rates as may be reasonably selected by the Trustee), One-Month
LIBOR for the applicable Accrual Period will be the Reference Bank Rate. If no
such quotations can be obtained by the Trustee and no Reference Bank Rate is
available, One-Month LIBOR will be One-Month LIBOR applicable to the preceding
Accrual Period. The establishment of One-Month LIBOR on each Interest
Determination Date by the Trustee and the Trustee's calculation of the rate of
interest applicable to the Class II-A-1 Certificates for the related Accrual
Period shall, in the absence of manifest error, be final and binding. With
respect to the first Accrual period, One-Month LIBOR shall equal 2.67000% per
annum.




                                      -30-
<PAGE>



         OPINION OF COUNSEL: A written opinion of counsel, who may be counsel
for the Seller, the Depositor or the related Servicer, reasonably acceptable to
each addressee of such opinion; provided that with respect to Section 2.05, 7.05
or 11.01, or the interpretation or application of the REMIC Provisions, such
counsel must (i) in fact be independent of the Seller, Depositor and the related
Servicer, (ii) not have any direct financial interest in the Seller, Depositor
or the related Servicer or in any affiliate of either, and (iii) not be
connected with the Seller, Depositor or the related Servicer as an officer,
employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.

         OPTIONAL TERMINATION: The purchase of all of the Group I Mortgage Loans
and any related REO Property or Group II Mortgage Loans and any related REO
Property pursuant to the last sentence of Section 10.01.

         OPTIONAL TERMINATION DATE: The first Distribution Date on which the the
Group I Mortgage Loans and related REO Property or Group II Mortgage Loans and
related REO Property may be purchased at the option of the Terminator as
described in Section 10.01.

         OTS: The Office of Thrift Supervision or any successor thereto.

         OUTSTANDING: With respect to the Certificates as of any date of
determination, all Certificates theretofore executed and authenticated under
this Agreement except:

                  (a) Certificates theretofore canceled by the Trustee or
delivered to the Trustee for cancellation; and

                  (b) Certificates in exchange for which or in lieu of which
other Certificates have been executed and delivered by the Trustee pursuant to
this Agreement.

         OUTSTANDING MORTGAGE LOAN: As of any date of determination, a Mortgage
Loan with a Stated Principal Balance greater than zero that was not the subject
of a Principal Prepayment in full, and that did not become a Liquidated Loan,
prior to the end of the related Prepayment Period.

         OVERCOLLATERALIZATION AMOUNT: With respect to any Distribution Date,
the excess, if any, of (a) the aggregate Stated Principal Balances of the Group
II Mortgage Loans as of the last day of the related Due Period over (b) the
aggregate Certificate Principal Balance of the Group II Senior Certificates
(other than the Class II-A-IO Certificates) and the Group II Mezzanine
Certificates on such Distribution Date (after taking into account the payment of
100% of the Group II Principal Remittance Amount on such Distribution Date).

         OVERCOLLATERALIZATION INCREASE AMOUNT: With respect to any Distribution
Date, the excess, if any, of (a) the Required Overcollateralization Amount over
(b) the Overcollateralization Amount on such Distribution Date.

         OVERCOLLATERALIZATION REDUCTION AMOUNT: With respect to any
Distribution Date, the lesser of (x) the Group II Principal Remittance Amount
for such Distribution Date and (y) the



                                      -31-
<PAGE>



excess, if any, of (i) the Overcollateralization Amount for such Distribution
Date over (ii) the Required Overcollateralization Amount for such Distribution
Date.

         OWNERSHIP INTEREST: As to any Certificate, any ownership 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.

         PASS-THROUGH RATE: With respect to each Class of Certificates, the
applicable Pass-Through Rate for each Class as set forth in the Preliminary
Statement.

         PERCENTAGE INTEREST: With respect to any Certificate of a specified
Class, the Percentage Interest set forth on the face thereof or the percentage
obtained by dividing the Denomination of such Certificate by the aggregate of
the Denominations of all Certificates of such Class.

         PERMITTED INVESTMENTS: At any time, any one or more of the following
obligations and securities:

                  (i) direct obligations of, or obligations fully guaranteed as
         to timely payment of principal and interest by, the United States or
         any agency thereof, provided such obligations are unconditionally
         backed by the full faith and credit of the United States;

                  (ii) general obligations of or obligations guaranteed by any
         state of the United States or the District of Columbia receiving the
         highest long-term debt rating of each Rating Agency, or such lower
         rating as will not result in the downgrading or withdrawal of the
         ratings then assigned to the Certificates by each Rating Agency, as
         evidenced by a signed writing delivered by each Rating Agency;

                  (iii) [Reserved];

                  (iv) commercial or finance company paper which is then
         receiving the highest commercial or finance company paper rating of
         each Rating Agency, or such lower rating as will not result in the
         downgrading or withdrawal of the ratings then assigned to the
         Certificates by each Rating Agency, as evidenced by a signed writing
         delivered by each Rating Agency;

                  (v) certificates of deposit, demand or time deposits, or
         bankers' acceptances issued by any depository institution or trust
         company incorporated under the laws of the United States or of any
         state thereof and subject to supervision and examination by federal
         and/or state banking authorities (including the Trustee in its
         commercial banking capacity), provided that the commercial paper and/or
         long term unsecured debt obligations of such depository institution or
         trust company are then rated one of the two highest long-term and the
         highest short-term ratings of each such Rating Agency for such
         securities, or such lower ratings as will not result in the downgrading
         or withdrawal of the rating then assigned to the Certificates by any
         Rating Agency, as evidenced by a signed writing delivered by each
         Rating Agency;




                                      -32-
<PAGE>


                  (vi) demand or time deposits or certificates of deposit issued
         by any bank or trust company or savings institution to the extent that
         such deposits are fully insured by the FDIC;

                  (vii) guaranteed reinvestment agreements issued by any bank,
         insurance company or other corporation containing, at the time of the
         issuance of such agreements, such terms and conditions as will not
         result in the downgrading or withdrawal of the rating then assigned to
         the Certificates by any such Rating Agency, as evidenced by a signed
         writing delivered by each Rating Agency;

                  (viii) repurchase obligations with respect to any security
         described in clauses (i) and (ii) above, in either case entered into
         with a depository institution or trust company (acting as principal)
         described in clause (v) above;

                  (ix) securities (other than stripped bonds, stripped coupons
         or instruments sold at a purchase price in excess of 115% of the face
         amount thereof) bearing interest or sold at a discount issued by any
         corporation incorporated under the laws of the United States or any
         state thereof which, at the time of such investment, have one of the
         two highest long term ratings of each Rating Agency, or such lower
         rating as will not result in the downgrading or withdrawal of the
         rating then assigned to the Certificates by any Rating Agency, as
         evidenced by a signed writing delivered by each Rating Agency;

                  (x) units of money market funds registered under the
         Investment Company Act of 1940 including funds managed or advised by
         the Trustee or an affiliate thereof having a rating by S&P of AAAm-G,
         AAA-m, or AA-m, and if rated by Moody's, rated Aaa, Aa1 or Aa2;

                  (xi) short term investment funds sponsored by any trust
         company or banking association incorporated under the laws of the
         United States or any state thereof (including any such fund managed or
         advised by the Trustee or any affiliate thereof) which on the date of
         acquisition has been rated by each Rating Agency in their respective
         highest applicable rating category or such lower rating as will not
         result in the downgrading or withdrawal of the ratings then assigned to
         the Certificates by each Rating Agency, as evidenced by a signed
         writing delivered by each Rating Agency; and

                  (xii) such other investments having a specified stated
         maturity and bearing interest or sold at a discount acceptable to each
         Rating Agency as will not result in the downgrading or withdrawal of
         the rating then assigned to the Certificates by any Rating Agency, as
         evidenced by a signed writing delivered by each Rating Agency, as
         evidenced by a signed writing delivered by each Rating Agency;

provided, however, that no instrument described hereunder shall evidence either
the right to receive (a) only interest with respect to the obligations
underlying such instrument or (b) both principal and interest payments derived
from obligations underlying such instrument and the interest and principal
payments with respect to such instrument provide a yield to maturity at par
greater than 120% of the yield to maturity at par of the underlying obligations.




                                      -33-
<PAGE>


         PERMITTED TRANSFEREE: Any person other than (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, (ii) a foreign
government, International Organization or any agency or instrumentality of
either of the foregoing, (iii) an organization (except certain farmers'
cooperatives described in section 521 of the Code) that is exempt from tax
imposed by Chapter 1 of the Code (including the tax imposed by section 511 of
the Code on unrelated business taxable income) on any excess inclusions (as
defined in section 860E(c)(1) of the Code) with respect to any Residual
Certificate, (iv) rural electric and telephone cooperatives described in section
1381(a)(2)(C) of the Code, (v) a Person that is not a citizen or resident of the
United States, a corporation, partnership (other than a partnership that has any
direct or indirect foreign partners) or other entity (treated as a corporation
or a partnership for federal income tax purposes), created or organized in or
under the laws of the United States, any state thereof or the District of
Columbia, an estate whose income from sources without the United States is
includible in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more United States persons have authority to control all substantial decisions
of the trustor and (vi) any other Person based upon an Opinion of Counsel (which
shall not be an expense of the Trustee) that states that the Transfer of an
Ownership Interest in a Residual Certificate to such Person may cause REMIC I,
REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC at any time that
any Certificates are Outstanding. The terms "United States," "State" and
"International Organization" shall have the meanings set forth in section 7701
of the Code or successor provisions. A corporation will not be treated as an
instrumentality of the United States or of any State or political subdivision
thereof for these purposes if all of its activities are subject to tax and, with
the exception of Freddie Mac, a majority of its board of directors is not
selected by such government unit.

         PERSON: Any individual, corporation, partnership, joint venture,
association, joint-stock company, limited liability company, trust,
unincorporated organization or government, or any agency or political
subdivision thereof.

         PREPAYMENT ASSUMPTION: The assumed rate of prepayment, as described in
the Prospectus Supplement relating to each Group I Offered Certificates and
Group II Offered Certificates.

         PREPAYMENT CHARGE: With respect to any Principal Prepayment, any
prepayment premium, penalty or charge payable by a Mortgagor in connection with
any Principal Prepayment on a Mortgage Loan pursuant to the terms of the related
Mortgage Note (other than any Servicer Prepayment Charge Payment Amount).

         PREPAYMENT CHARGE SCHEDULE: As of any date, the list of Mortgage Loans
providing for a Prepayment Charge included in the Trust Fund on such date,
attached hereto as Exhibit K (including the prepayment charge summary attached
thereto). The Depositor shall deliver or cause the delivery of the Prepayment
Charge Schedule to each Servicer on the Closing Date. The Prepayment Charge
Schedule shall set forth the following information with respect to each
Prepayment Charge:




                                      -34-
<PAGE>



                  (i)      the Mortgage Loan identifying number;

                  (ii)     a code indicating the type of Prepayment Charge;

                  (iii)    the date on which the first Monthly Payment was due
                           on the related Mortgage Loan;

                  (iv)     the term of the related Prepayment Charge;

                  (v)      the original Stated Principal Balance of the related
                           Mortgage Loan; and

                  (vi)     the Stated Principal Balance of the related Mortgage
                           Loan as of the Cut-off Date.

         PREPAYMENT INTEREST SHORTFALL: With respect to any Distribution Date,
for each Mortgage Loan that was the subject of a Principal Prepayment in full
during the related Prepayment Period, (other than a Principal Prepayment in full
resulting from the purchase of a Mortgage Loan pursuant to Section 2.02, 2.03,
3.26 or 10.01 hereof), the amount, if any, by which (i) one month's interest at
the applicable Net Mortgage Rate on the Stated Principal Balance of such
Mortgage Loan immediately prior to such prepayment exceeds (ii) the amount of
interest paid or collected in connection with such Principal Prepayment less the
sum of (a) the related Servicing Fee, (b) the Credit Risk Management Fee and (c)
the fee payable to any provider of lender-paid mortgage insurance, if any.

         PREPAYMENT PERIOD: For any Distribution Date, (i) with respect to the
GMACM Mortgage Loans and GreenPoint Mortgage Loans, the calendar month preceding
the month in which the related Distribution Date occurs and (ii) with respect to
the M&T Mortgage Loans, the period beginning on the sixteenth day of the month
preceding the month of the related Distribution Date and ending on the fifteenth
day of the month of such Distribution Date with respect to Principal Prepayments
in full, and the calendar month preceding the month in which the related
Distribution Date occurs with respect to Principal Prepayments in part.

         PRINCIPAL DISTRIBUTION AMOUNT: With respect to each Distribution Date,
the sum of (i) Principal Funds, plus (ii) the Extra Principal Distribution
Amount for such Distribution Date MINUS (iii) the amount of any
Overcollateralization Reduction Amount for such Distribution Date. In no event
will the Principal Distribution Amount with respect to any Distribution Date be
(x) less than zero or (y) greater than the then outstanding aggregate
Certificate Principal Balance of the Group II Offered Certificates.

         PRINCIPAL FUNDS: With respect to any Distribution Date, (i) the sum,
without duplication, of (a) all scheduled principal collected during the related
Due Period, (b) all Advances relating to principal made on or prior to the
Remittance Date or, with respect to the Trustee on the Distribution Date, (c)
Principal Prepayments exclusive of prepayment charges or penalties collected
during the related Prepayment Period, (iii) the Stated Principal Balance of each
Group II Mortgage Loan that was repurchased by the Seller pursuant to Sections
2.02, 2.03 and 3.26, (d) the aggregate of all Substitution Adjustment Amounts
for the related Determination Date in




                                      -35-
<PAGE>



connection with the substitution of Group II Mortgage Loans pursuant to Section
2.03(b), (e) amounts in respect of principal paid by the Terminator pursuant to
Section 10.01, (f) all Liquidation Proceeds and Subsequent Recoveries collected
during the related Prepayment Period (to the extent such Liquidation Proceeds
and Subsequent Recoveries relate to principal), in each case to the extent
remitted by the related Servicer to the related Distribution Account pursuant to
this Agreement, the M&T Servicing Agreement or GreenPoint Servicing Agreement,
as applicable and (g) all Subsequent Recoveries minus (ii) all amounts required
to be reimbursed pursuant to Sections 4.02, 4.05, 4.07, 5.08 and 9.05 or as
otherwise set forth in this Agreement to the extent not reimbursed from the
Interest Remittance Amount.

         PRINCIPAL PREPAYMENT: Any Mortgagor payment or other recovery of (or
proceeds with respect to) principal on a Mortgage Loan (including loans
purchased or repurchased under Sections 2.02, 2.03, 3.26 and 10.01 hereof) that
is received in advance of its scheduled Due Date and is not accompanied by an
amount as to interest representing scheduled interest due on any Due Date in any
month or months subsequent to the month of prepayment. Partial Principal
Prepayments shall be applied by the related Servicer in accordance with the
terms of the related Mortgage Note.

         PRIVATE CERTIFICATE: Each of the Class I-B-4, Class I-B-5, Class I-B-6,
Class I-X, Class I-P, Class I-R, Class II-C, Class II-P and Class II-R
Certificates.

         PROSPECTUS SUPPLEMENT: The Prospectus Supplement dated February 23,
2005 relating to the offering of the Group I Offered Certificates and Group II
Offered Certificates.

         PUD: A planned unit development.

         PURCHASE PRICE: With respect to any Mortgage Loan required to be
repurchased by the Seller pursuant to Section 2.02 or 2.03 hereof and as
confirmed by an Officer's Certificate from the Seller to the Trustee, an amount
equal to the sum of (i) 100% of the outstanding principal balance of the
Mortgage Loan as of the date of such purchase plus (ii) 30 days interest thereon
at the applicable Net Mortgage Rate, plus any portion of the Servicing Fee,
Servicing Advances and Advances payable to the related Servicer of the Mortgage
Loan plus (iii) any costs and damages of the Trust Fund in connection with any
violation by such Mortgage Loan of any abusive or predatory lending law,
including any expenses incurred by the Trustee with respect to such Mortgage
Loan prior to the purchase thereof.

         RATING AGENCY: Each of S&P and Moody's. If any such organization or its
successor is no longer in existence, "Rating Agency" shall be a nationally
recognized statistical rating organization, or other comparable Person,
designated by the Depositor, notice of which designation shall be given to the
Trustee. References herein to a given rating category of a Rating Agency shall
mean such rating category without giving effect to any modifiers.

         REALIZED LOSS: With respect to each Mortgage Loan as to which a Final
Recovery Determination has been made, an amount (not less than zero) equal to
(i) the Stated Principal Balance of such Mortgage Loan as of the commencement of
the calendar month in which the Final Recovery Determination was made, plus (ii)
accrued interest from the Due Date as to which interest was last paid by the
Mortgagor through the end of the calendar month in which



                                      -36-
<PAGE>



such Final Recovery Determination was made, calculated in the case of each
calendar month during such period (A) at an annual rate equal to the annual rate
at which interest was then accruing on such Mortgage Loan and (B) on a principal
amount equal to the Stated Principal Balance of such Mortgage Loan as of the
close of business on the Distribution Date during such calendar month, minus
(iii) the proceeds, if any, received in respect of such Mortgage Loan during the
calendar month in which such Final Recovery Determination was made, net of
amounts that are payable therefrom to the related Servicer pursuant to this
Agreement, the M&T Servicing Agreement or the GreenPoint Servicing Agreement, as
applicable.

         With respect to any REO Property as to which a Final Recovery
Determination has been made, an amount (not less than zero) equal to (i) the
Stated Principal Balance of the related Mortgage Loan as of the date of
acquisition of such REO Property on behalf of REMIC I or REMIC II, as
applicable, plus (ii) accrued interest from the Due Date as to which interest
was last paid by the Mortgagor in respect of the related Mortgage Loan through
the end of the calendar month immediately preceding the calendar month in which
such REO Property was acquired, calculated in the case of each calendar month
during such period (A) at an annual rate equal to the annual rate at which
interest was then accruing on the related Mortgage Loan and (B) on a principal
amount equal to the Stated Principal Balance of the related Mortgage Loan as of
the close of business on the Distribution Date during such calendar month, minus
(iii) the aggregate of all unreimbursed Advances and Servicing Advances.

         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 subject of a
Debt Service Reduction, the portion, if any, of the reduction in each affected
Monthly Payment attributable to a reduction in the Mortgage Rate imposed by a
court of competent jurisdiction. Each such Realized Loss shall be deemed to have
been incurred on the Due Date for each affected Monthly Payment.

         In addition, to the extent a Servicer receives Subsequent Recoveries
with respect to any Mortgage Loan, the amount of the Realized Loss with respect
to that Mortgage Loan will be reduced to the extent such Subsequent Recoveries
are applied to reduce the Certificate Principal Balance of any Class of
Certificates on any Distribution Date.

         RECORD DATE: With respect to the Certificates (other than the Class
II-A-1 Certificates) and any Distribution Date, the close of business on the
last Business Day of the month preceding the month in which such Distribution
Date occurs. With respect to the Class II-A-1 Certificates and any Distribution
Date, so long as the Class II-A-1 Certificates are Book-Entry Certificates, the
Business Day preceding such Distribution Date, and otherwise, the close of
business on the last Business Day of the month preceding the month in which such
Distribution Date occurs.

         REFERENCE BANKS: Shall mean leading banks selected by the Trustee and
engaged in transactions in Eurodollar deposits in the international Eurocurrency
market (i) with an established place of business in London, (ii) which have been
designated as such by the Trustee



                                      -37-
<PAGE>



and (iii) which are not controlling, controlled by, or under common control
with, the Depositor, the Seller or the Servicers.

         REFERENCE BANK RATE: With respect to any Accrual Period shall mean the
arithmetic mean, rounded upwards, if necessary, to the nearest whole multiple of
0.03125%, of the offered rates for United States dollar deposits for one month
that are quoted by the Reference Banks as of 11:00 a.m., New York City time, on
the related Interest Determination Date to prime banks in the London interbank
market for a period of one month in an amount approximately equal to the
aggregate Certificate Principal Balance of the Class II-A-1 Certificates for
such Accrual Period, provided that at least two such Reference Banks provide
such rate. If fewer than two offered rates appear, the Reference Bank Rate will
be the arithmetic mean, rounded upwards, if necessary, to the nearest whole
multiple of 0.03125%, of the rates quoted by one or more major banks in New York
City, selected by the Trustee, as of 11:00 a.m., New York City time, on such
date for loans in United States dollars to leading European banks for a period
of one month in amounts approximately equal to the aggregate Certificate
Principal Balance of the Class II-A-1 Certificates for such Accrual Period.

         REGULAR CERTIFICATE: Any Certificate other than a Residual Certificate.

         RELIEF ACT: The Servicemembers Civil Relief Act of 2003, as amended
from time to time.

         REMIC: A "real estate mortgage investment conduit" within the meaning
of section 860D of the Code.

         REMIC I: The segregated pool of assets subject hereto, constituting the
primary trust created hereby and to be administered hereunder, with respect to
which a REMIC election is to be made, consisting of (i) the Group I Mortgage
Loans and all interest accruing and principal due with respect thereto after the
Cut-off Date to the extent not applied in computing the Cut-off Date Principal
Balance thereof and all Prepayment Charges; (ii) the Mortgage Files relating to
the Group I Mortgage Loans, (iii) the related Custodial Account (other than any
amounts representing any Servicer Prepayment Charge Payment Amount), the related
Distribution Account, the Class I-P Certificate Account and such assets that are
deposited therein from time to time, together with any and all income, proceeds
and payments with respect thereto; (iv) property that secured a Group I Mortgage
Loan and has been acquired by foreclosure, deed in lieu of foreclosure or
otherwise; (v) the mortgagee's rights under the Insurance Policies with respect
to the Group I Mortgage Loans; (vi) the rights under the Mortgage Loan Purchase
Agreement in respect of the Group I Mortgage Loans, and (vii) all proceeds of
the foregoing, including proceeds of conversion, voluntary or involuntary, of
any of the foregoing into cash or other liquid property. Notwithstanding the
foregoing, however, REMIC I specifically excludes all payments and other
collections of principal and interest due on the Group I Mortgage Loans on or
before the Cut-off Date and all Prepayment Charges payable in connection with
Principal Prepayments made before the Cut-off Date.

         REMIC II: The segregated pool of assets subject hereto, constituting
the primary trust created hereby and to be administered hereunder, with respect
to which a REMIC election is to be made, consisting of (i) the Group II Mortgage
Loans and all interest accruing and principal due with respect thereto after the
Cut-off Date to the extent not applied in computing the Cut-off



                                      -38-
<PAGE>



Date Principal Balance thereof and all Prepayment Charges; (ii) the Mortgage
Files relating to the Group II Mortgage Loans, (iii) the related Custodial
Account (other than any amounts representing any Servicer Prepayment Charge
Payment Amount), the related Distribution Account, the Class II-P Certificate
Account and such assets that are deposited therein from time to time, together
with any and all income, proceeds and payments with respect thereto; (iv)
property that secured a Group II Mortgage Loan and has been acquired by
foreclosure, deed in lieu of foreclosure or otherwise; (v) the mortgagee's
rights under the Insurance Policies with respect to the Group II Mortgage Loans;
(vi) the rights under the Mortgage Loan Purchase Agreement in respect of the
Group II Mortgage Loans, and (vii) all proceeds of the foregoing, including
proceeds of conversion, voluntary or involuntary, of any of the foregoing into
cash or other liquid property. Notwithstanding the foregoing, however, REMIC II
specifically excludes all payments and other collections of principal and
interest due on the Group II Mortgage Loans on or before the Cut-off Date and
all Prepayment Charges payable in connection with Principal Prepayments made
before the Cut-off Date, the Net WAC Reserve Fund and the Cap Contract.

         REMIC II REGULAR INTEREST LTII-2: One of the separate non-certificated
beneficial ownership interests in REMIC II issued hereunder and designated as a
Regular Interest in REMIC II. REMIC II Regular Interest LTII-2 shall accrue
interest at the related Uncertificated REMIC II 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.

         REMIC II REGULAR INTEREST LTII-IO-A: One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest
LTII-IO-A shall accrue interest at the related Uncertificated REMIC II
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.

         REMIC II REGULAR INTEREST LTII-IO-B: One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC I Regular Interest LTII-IO-B
shall accrue interest at the related Uncertificated REMIC II 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.

         REMIC II REGULAR INTEREST LTII-IO-C: One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest
LTII-IO-C shall accrue interest at the related Uncertificated REMIC II
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.




                                      -39-
<PAGE>



         REMIC II REGULAR INTEREST LTII-IO-D: One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest
LTII-IO-D shall accrue interest at the related Uncertificated REMIC II
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.

         REMIC II REGULAR INTEREST LTII-IO-E: One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest
LTII-IO-E shall accrue interest at the related Uncertificated REMIC II
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.

         REMIC II REGULAR INTEREST LTII-IO-F: One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest
LTII-IO-F shall accrue interest at the related Uncertificated REMIC II
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.

         REMIC II REGULAR INTEREST LTII-IO-G: One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest
LTII-IO-G shall accrue interest at the related Uncertificated REMIC II
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.

         REMIC II REGULAR INTEREST LTII-IO-H: One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest
LTII-IO-H shall accrue interest at the related Uncertificated REMIC II
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.

         REMIC II REGULAR INTEREST LTII-IIP: One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest LTII-IIP
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.




                                      -40-
<PAGE>



         REMIC II REGULAR INTERESTS: REMIC II Regular Interest LTII-2, REMIC II
Regular Interest LTII-IO-A, REMIC II Regular Interest LTII-IO-B, REMIC II
Regular Interest LTII-IO-C, REMIC II Regular Interest LTII-IO-D, REMIC I Regular
Interest LTII-IO-E, REMIC II Regular Interest LTII-IO-F, REMIC II Regular
Interest LTII-IO-G, REMIC II Regular Interest LTII-IO-H and REMIC II Regular
Interest LTII-IIP.

         REMIC III: The segregated pool of assets consisting of all of the REMIC
II Regular Interests conveyed in trust to the Trustee, for the benefit of REMIC
III, as holder of the REMIC II Regular Interests, and the Class R-2 Interest
pursuant to Section 2.07, and all amounts deposited therein, with respect to
which a separate REMIC election is to be made.

         REMIC III INTEREST LOSS ALLOCATION AMOUNT: With respect to any
Distribution Date, an amount equal to (a) the product of (i) the aggregate
Stated Principal Balance of the Group II Mortgage Loans and REO Properties then
outstanding and (ii) the REMIC III Remittance Rate for REMIC III Regular
Interest LTII-AA minus the Marker Rate, divided by (b) 12.

         REMIC III OVERCOLLATERALIZATION AMOUNT: With respect to any date of
determination, (i) 1% of the aggregate Uncertificated Principal Balances of the
REMIC III Regular Interests minus (ii) the aggregate of the Uncertificated
Principal Balances of REMIC III Regular Interest LTIII-IIA1, REMIC III Regular
Interest LTIII-IIA2, REMIC III Regular Interest LTIII-IIA3, REMIC III Regular
Interest LTIII-IIA4, REMIC III Regular Interest LTIII-IIA5, REMIC III Regular
Interest LTIII-IIM1, REMIC III Regular Interest LTIII-IIM2, REMIC III Regular
Interest LTIII-IIM3 and REMIC III Regular Interest LTIII-IIP, in each case as of
such date of determination.

         REMIC III PRINCIPAL LOSS ALLOCATION AMOUNT: With respect to any
Distribution Date, an amount equal to (a) the product of (i) the aggregate
Stated Principal Balance of the Group II Mortgage Loans and REO Properties
relating to the Group II Mortgage Loans then outstanding and (ii) 1 minus a
fraction, the numerator of which is two times the aggregate of the
Uncertificated Principal Balances of REMIC III Regular Interest LTIII-IIA1,
REMIC III Regular Interest LTIII-IIA2, REMIC III Regular Interest LTIII-IIA3,
REMIC III Regular Interest LTIII-IIA4, REMIC III Regular Interest LTIII-IIA5,
REMIC III Regular Interest LTIII-IIM1, REMIC III Regular Interest LTIII-IIM2 and
REMIC III Regular Interest LTIII-IIM3 and the denominator of which is the
aggregate of the Uncertificated Principal Balances of REMIC III Regular Interest
LTIII-IIA1, REMIC III Regular Interest LTIII-IIA2, REMIC III Regular Interest
LTIII-IIA3, REMIC III Regular Interest LTIII-IIA4, REMIC III Regular Interest
LTIII-IIA5, REMIC III Regular Interest LTIII-IIM1, REMIC III Regular Interest
LTIII-IIM2, REMIC III Regular Interest LTIII-IIM3 and REMIC III Regular Interest
LTIII-IIZZ.

         REMIC III REGULAR INTERESTS: REMIC III Regular Interest LTIII-AA, REMIC
III Regular Interest LTIII-IIA1, REMIC III Regular Interest LTIII-IIA2, REMIC
III Regular Interest LTIII-IIA3, REMIC III Regular Interest LTIII-IIA4, REMIC
III Regular Interest LTIII-IIA5, REMIC III Regular Interest LTIII-IIM1, REMIC
III Regular Interest LTIII-IIM2, REMIC III Regular Interest LTIII-IIM3, REMIC
III Regular Interest LTIII-IO-A, REMIC III Regular Interest LTIII-IO-B, REMIC
III Regular Interest LTIII-IIZZ and REMIC III Regular Interest LTIII-IIP.

         REMIC III REGULAR INTEREST LTIII-AA: One of the separate
non-certificated beneficial ownership interests in REMIC III issued hereunder
and designated as a Regular Interest in



                                      -41-
<PAGE>




REMIC III. REMIC III Regular Interest LTII-AA shall accrue interest at the
related Uncertificated REMIC III 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.

         REMIC III REGULAR INTEREST LTIII-IIA1: One of the separate
non-certificated beneficial ownership interests in REMIC III issued hereunder
and designated as a Regular Interest in REMIC III. REMIC III Regular Interest
LTIII-IIA1 shall accrue interest at the related Uncertificated REMIC III
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.

         REMIC III REGULAR INTEREST LTIII-IIA2: One of the separate
non-certificated beneficial ownership interests in REMIC III issued hereunder
and designated as a Regular Interest in REMIC III. REMIC III Regular Interest
LTIII-IIA2 shall accrue interest at the related Uncertificated REMIC III
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.

         REMIC III REGULAR INTEREST LTIII-IIA3: One of the separate
non-certificated beneficial ownership interests in REMIC III issued hereunder
and designated as a Regular Interest in REMIC III. REMIC III Regular Interest
LTIII-IIA3 shall accrue interest at the related Uncertificated REMIC III
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.

         REMIC III REGULAR INTEREST LTIII-IIA4: One of the separate
non-certificated beneficial ownership interests in REMIC III issued hereunder
and designated as a Regular Interest in REMIC III. REMIC III Regular Interest
LTIII-IIA4 shall accrue interest at the related Uncertificated REMIC III
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.

         REMIC III REGULAR INTEREST LTIII-IIA5: One of the separate
non-certificated beneficial ownership interests in REMIC III issued hereunder
and designated as a Regular Interest in REMIC III. REMIC III Regular Interest
LTIII-IIA5 shall accrue interest at the related Uncertificated REMIC III
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.




                                      -42-
<PAGE>



         REMIC II REGULAR INTEREST LTIII-IO-A: One of the separate
non-certificated beneficial ownership interests in REMIC III issued hereunder
and designated as a Regular Interest in REMIC III. REMIC III Regular Interest
LTIII-IO-A shall accrue interest as provided herein and shall not be entitled to
distributions of principal.

         REMIC III REGULAR INTEREST LTIII-IO-B: One of the separate
non-certificated beneficial ownership interests in REMIC III issued hereunder
and designated as a Regular Interest in REMIC III. REMIC III Regular Interest
LTII-IO-B shall accrue interest as provided herein and shall not be entitled to
distributions of principal.

         REMIC III REGULAR INTEREST LTIII-IIM1: One of the separate
non-certificated beneficial ownership interests in REMIC III issued hereunder
and designated as a Regular Interest in REMIC III. REMIC III Regular Interest
LTIII-IIM1 shall accrue interest at the related Uncertificated REMIC III
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.

         REMIC III REGULAR INTEREST LTIII-IIM2: One of the separate
non-certificated beneficial ownership interests in REMIC III issued hereunder
and designated as a Regular Interest in REMIC III. REMIC III Regular Interest
LTIII-IIM2 shall accrue interest at the related Uncertificated REMIC III
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.

         REMIC III REGULAR INTEREST LTIII-IIM3: One of the separate
non-certificated beneficial ownership interests in REMIC III issued hereunder
and designated as a Regular Interest in REMIC III. REMIC III Regular Interest
LTIII-IIM3 shall accrue interest at the related Uncertificated REMIC III
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.

         REMIC III REGULAR INTEREST LTIII-IIP: One of the separate
non-certificated beneficial ownership interests in REMIC III issued hereunder
and designated as a Regular Interest in REMIC III. REMIC III Regular Interest
LTIII-IIP 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.

         REMIC III REGULAR INTEREST LTIII-IIZZ: One of the separate
non-certificated beneficial ownership interests in REMIC III issued hereunder
and designated as a Regular Interest in REMIC III. REMIC III Regular Interest
LTIII-IIZZ shall accrue interest at the related Uncertificated REMIC III
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.




                                      -43-
<PAGE>



         REMIC III REGULAR INTEREST LTIII-IIZZ MAXIMUM INTEREST DEFERRAL AMOUNT:
With respect to any Distribution Date, the excess of (i) accrued interest at the
Uncertificated REMIC III Pass-Through Rate applicable to REMIC III Regular
Interest LTIII-IIZZ for such Distribution Date on a balance equal to the
Uncertificated Principal Balance of REMIC III Regular Interest LTIII-IIZZ minus
the REMIC III Overcollateralization Amount, in each case for such Distribution
Date, over (ii) Uncertificated Accrued Interest on REMIC III Regular Interest
LTIII-IIA1, REMIC III Regular Interest LTIII-IIA2, REMIC III Regular Interest
LTIII-IIA3, REMIC III Regular Interest LTIII-IIA4, REMIC III Regular Interest
LTIII-IIA5, REMIC III Regular Interest LTIII-IIM1, REMIC III Regular Interest
LTIII-IIM2 and REMIC III Regular Interest LTIII-IIM3 for such Distribution Date,
with the rate on each such REMIC III Regular Interest subject to a cap equal to
the related Pass-Through Rate.

         REMIC III REQUIRED OVERCOLLATERALIZATION AMOUNT: 1% of the Required
Overcollateralization Amount.

         REMIC IV: The segregated pool of assets consisting of all of the REMIC
III Regular Interests conveyed in trust to the Trustee, for the benefit of the
REMIC IV, the Net WAC Reserve Fund and the Cap Contract Certificateholders
pursuant to Section 2.09, and all amounts deposited therein, with respect to
which a separate REMIC election is to be made.

         REMIC IV CERTIFICATE: Any Class II-A-1, Class II-A-2, Class II-A-3,
Class II-A-4, Class II-A-5, Class II-A-IO, Class II-M-1, Class II-M-2, Class
II-M-3, Class II-C, Class II-P or Class II-R Certificate.

         REMIC IV CERTIFICATEHOLDER: The Holder of any REMIC IV Certificate.

         REMIC OPINION: Shall mean an Opinion of Counsel to the effect that the
proposed action will not have an adverse affect on any REMIC created hereunder.

         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
proposed, temporary and final regulations and published rulings, notices and
announcements promulgated thereunder, as the foregoing may be in effect from
time to time as well as provisions of applicable state laws.

         REMIC REGULAR INTEREST: A REMIC II Regular Interest, REMIC III Regular
Interest or a Regular Certificate.

         REMITTANCE DATE: Shall mean the 18th day of the month and if such day
is not a Business Day, the immediately succeeding Business Day.

         REO PROPERTY: A Mortgaged Property acquired by the related Servicer
through foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted Mortgage Loan.

         REPLACEMENT MORTGAGE LOAN: A Mortgage Loan or Mortgage Loans in the
aggregate substituted by the Seller for a Deleted Mortgage Loan, which must, on
the date of such substitution, as confirmed in a request for release in
accordance with the terms of the Custodial



                                      -44-
<PAGE>



Agreement, (i) have a Stated Principal Balance, after deduction of the principal
portion of the Scheduled Payment due in the month of substitution, not in excess
of, and not less than 90% of, the Stated Principal Balance of the Deleted
Mortgage Loan; (ii) have a fixed Mortgage Rate not less than or more than 1% per
annum higher than the Mortgage Rate of the Deleted Mortgage Loan; (iii) have the
same or higher credit quality characteristics than that of the Deleted Mortgage
Loan; (iv) have a Loan-to-Value Ratio no higher than that of the Deleted
Mortgage Loan; (v) have a remaining term to maturity no greater than (and not
more than one year less than) that of the Deleted Mortgage Loan; (vi) not permit
conversion of the Mortgage Rate from a fixed rate to a variable rate; (vii) be
secured by a first lien on the related Mortgaged Property; (viii) constitute the
same occupancy type as the Deleted Mortgage Loan or be owner occupied; and (ix)
comply with each representation and warranty set forth in the Mortgage Loan
Purchase Agreement.

         REQUIRED INSURANCE POLICY: With respect to any Mortgage Loan, any
insurance policy that is required to be maintained from time to time under this
Agreement, the M&T Servicing Agreement or the GreenPoint Servicing Agreement.

         REQUIRED OVERCOLLATERALIZATION AMOUNT: With respect to any Distribution
Date prior to the Stepdown Date, 0.55% of the Stated Principal Balance of the
Group II Mortgage Loans as of the Cut-off Date, and with respect to any
Distribution Date thereafter, the greater of (i) 1.10% of the Stated Principal
Balance of the Group II Mortgage Loans as of the last day of the related Due
Period and (ii) 0.35% of the Stated Principal Balance of the Group II Mortgage
Loans as of the Cut-off Date.

         REQUIRED OVERCOLLATERALIZATION PERCENTAGE: With respect to any
Distribution Date, a percentage equal to (a) the Required Overcollateralization
Amount divided by (b) the aggregate Stated Principal Balance of the Group II
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Group II Realized
Losses incurred during the related Prepayment Period).

         RESIDUAL CERTIFICATES: Any one of the Class I-R Certificates or Class
II-R Certificates.

         RESPONSIBLE OFFICER: With respect to the Trustee, any Vice President,
any Assistant Vice President, the Secretary, any Assistant Secretary, any Trust
Officer, any other officer customarily performing functions similar to those
performed by any of the above designated officers or other officers of the
Trustee specified by the Trustee having direct responsibility over this
Agreement and customarily performing functions similar to those performed by any
one of the designated officers, as to whom, with respect to a particular matter,
such matter is referred because of such officer's knowledge of and familiarity
with the particular subject.

         S&P: Standard & Poor's, a division of The McGraw-Hill Companies, Inc.
or its successor in interest.

         SCHEDULED PAYMENT: The scheduled monthly payment on a Mortgage Loan due
on any Due Date allocable to principal and/or interest on such Mortgage Loan.




                                      -45-
<PAGE>



         SECURITIES ACT: The Securities Act of 1933, as amended.

         SELLER: Nomura Credit & Capital, Inc., a Delaware corporation, and its
successors and assigns, in its capacity as seller of the Mortgage Loans to the
Depositor.

         SENIOR INTEREST DISTRIBUTION AMOUNT: With respect to any Distribution
Date and any Class of Group II Senior Certificates will be equal to the Interest
Distribution Amount for such Distribution Date for such Class and the Interest
Carry Forward Amount, if any, for such Distribution Date for such Class.

         SENIOR OPTIMAL PRINCIPAL AMOUNT: With respect to each Distribution
Date, means an amount equal to the sum of the following (but in no event greater
than the Certificate Principal Balance of the Class I-A-1 Certificates
immediately prior to such Distribution Date):

                  (i)      the Senior Percentage of the principal portion of all
                           monthly payments due on the Group I Mortgage Loans on
                           the related Due Date, as specified in the
                           amortization schedule at the time applicable thereto
                           (after adjustment for previous principal prepayments
                           but before giving effect to any Deficient Valuation
                           or Debt Service Reduction that occurred prior to the
                           reduction of the Bankruptcy Loss Coverage Amount to
                           zero);

                  (ii)     the Senior Prepayment Percentage of the Stated
                           Principal Balance of each Group I Mortgage Loan which
                           was the subject of a prepayment in full received by
                           the related servicer during the applicable Prepayment
                           Period;

                  (iii)    the Senior Prepayment Percentage of all partial
                           prepayments allocated to principal received during
                           the applicable Prepayment Period with respect to any
                           Group I Mortgage Loan;

                  (iv)     the lesser of (a) the Senior Prepayment Percentage of
                           the sum of (A) all Net Liquidation Proceeds allocable
                           to principal received in respect of each Group I
                           Mortgage Loan which became a defaulted Group I
                           Mortgage Loan during the related Prepayment Period
                           (other than Group I Mortgage Loans described in the
                           immediately following clause (B)) and (B) the Stated
                           Principal Balance of each such Group I Mortgage Loan
                           purchased by an insurer from the Trustee during the
                           related Prepayment Period pursuant to the related
                           Insurance Policy, if any, or otherwise; and (b) the
                           Senior Percentage of the sum of (A) the Stated
                           Principal Balance of each Group I Mortgage Loan which
                           became a defaulted Group I Mortgage Loan during the
                           related Prepayment Period (other than the Group I
                           Mortgage Loans described in the immediately following
                           clause (B)) and (B) the Stated Principal Balance of
                           each such Group I Mortgage Loan that was purchased by
                           an insurer from the Trustee during the related
                           Prepayment Period pursuant to the Insurance Policy,
                           if any or otherwise; and




                                      -46-
<PAGE>



                  (v)      the Senior Prepayment Percentage of the sum of (a)
                           the Stated Principal Balance of each Group I Mortgage
                           Loan which was repurchased by the Seller or the
                           related Servicer in connection with such istribution
                           date and (b) the excess, if any, of the Stated
                           Principal Balance of a Group I Mortgage Loan that has
                           been replaced by the Seller or the related Servicer
                           with a substitute Group I Mortgage Loan pursuant to
                           this Agreement in connection with such Distribution
                           Date over the Stated Principal Balance of such
                           substitute Group I Mortgage Loan;

provided, however that if a Deficient Valuation or Debt Service Reduction is
sustained with respect to a Group I Mortgage Loan that is not a Liquidated Loan
after the Bankruptcy Loss Coverage Amount has been reduced to zero, the Senior
Optimal Principal Amount will be reduced on the related Distribution Date by the
Senior Percentage of the principal portion of such Deficient Valuation or Debt
Service Reduction.

         SENIOR PERCENTAGE: With respect to any Distribution Date will equal the
lesser of (i) 100% and (ii) the percentage obtained by dividing the Certificate
Principal Balance of the Class I-A-1 Certificates immediately preceding such
Distribution Date by the aggregate Stated Principal Balance of the Group I
Mortgage Loans as of the beginning of the related Due Period. The initial Senior
Percentage for the Group I Mortgage Loans will be equal to approximately 91.75%.

         SENIOR PREPAYMENT PERCENTAGE: With respect to any Distribution Date
occurring during the periods set forth below will be as follows:

<TABLE>
<CAPTION>
     PERIOD (DATES INCLUSIVE)                          SENIOR PREPAYMENT PERCENTAGE
     ------------------------                          ----------------------------
<S>                                      <C>
March 25, 2005 - February 25, 2010       100%
March 25, 2010 - February 25, 2011       Senior Percentage plus 70% of the Subordinate Percentage.
March 25, 2011 - February 25, 2012       Senior Percentage plus 60% of the Subordinate Percentage.
March 25, 2012 - February 25, 2013       Senior Percentage plus 40% of the Subordinate Percentage.
March 25, 2013 - February 25, 2014       Senior Percentage plus 20% of the Subordinate Percentage.
March 25, 2014 and thereafter            Senior Percentage.
</TABLE>

                  Notwithstanding the foregoing, however, no reduction of the
Senior Prepayment Percentage shall occur on any Distribution Date unless, as of
the last day of the month preceding such Distribution Date, (A) the aggregate
Stated Principal Balance of the Group I Mortgage Loans delinquent 60 days or
more (including for this purpose any such Group I Mortgage Loans in foreclosure
and REO Property), as a percentage of the sum of the aggregate Certificate
Principal Balance of the Group I Subordinate Certificates does not exceed 50%;
and (B)




                                      -47-
<PAGE>



cumulative Group I Realized Losses on the Group I Mortgage Loans do not exceed
(a) 30% of the aggregate Certificate Principal Balance of the Group I
Subordinate Certificates as of the Cut-off Date (the "Original Subordinate
Principal Balance") if such Distribution Date occurs between and including March
2010 and February 2011, (b) 35% of the Original Subordinate Principal Balance if
such Distribution Date occurs between and including March 2011 and February
2012, (c) 40% of the Original Subordinate Principal Balance if such Distribution
Date occurs between and including March 2012 and February 2013, (d) 45% of the
Original Subordinate Principal Balance if such Distribution Date occurs between
and including March 2013 and February 2014, and (e) 50% of the Original
Subordinate Principal Balance if such Distribution Date occurs during or after
March 2014.

                  Notwithstanding the foregoing, if on any Distribution Date,
the percentage, the numerator of which is the Certificate Principal Balance of
the Class I-A-1 Certificates immediately preceding such Distribution Date, and
the denominator of which is the aggregate Stated Principal Balance of the Group
I Mortgage Loans as of the beginning of the related Due Period, exceeds such
percentage as of the Closing Date, then the Senior Prepayment Percentage with
respect to the Class I-A-1 Certificates for such Distribution Date will equal
100%.

         SENIOR PRINCIPAL DISTRIBUTION AMOUNT: With respect to any Distribution
Date which occurs (i) prior to the Stepdown Date or on or after the Stepdown
Date if a Trigger Event is in effect, the 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:

         o        the Principal Distribution Amount for that Distribution Date;
                  and

         o        the excess, if any, of (A) the aggregate Certificate Principal
                  Balance of the Group II Senior Certificates (other than the
                  Class II-A-IO Certificates) immediately prior to that
                  Distribution Date over (B) the positive difference between (i)
                  the aggregate Stated Principal Balance of the Group II
                  Mortgage Loans as of the last day of the related Due Period
                  (after reduction for Group II Realized Losses incurred during
                  the related Prepayment Period) and (ii) the product of (x) the
                  aggregate Stated Principal Balance of the Group II Mortgage
                  Loans as of the last day of the related Due Period (after
                  reduction for Group II Realized Losses incurred during the
                  related Prepayment Period) and (y) the sum of 11.30% and the
                  Required Overcollateralization Percentage.

         SERVICER:  Shall mean either GMACM, M&T or GreenPoint.

         SERVICER DEFAULT: As defined in Section 8.01.

         SERVICER PREPAYMENT CHARGE PAYMENT AMOUNT: The amount payable by GMACM
in respect of any waived Prepayment Charges pursuant to Section 3.01.

         SERVICING ADVANCES: All customary, reasonable and necessary "out of
pocket" costs and expenses (including reasonable legal fees) incurred in the
performance by a Servicer of its servicing obligations hereunder, including, but
not limited to, the cost of (i) the preservation, restoration, inspection,
valuation and protection of a Mortgaged Property, (ii) any enforcement or



                                      -48-
<PAGE>



judicial proceedings, including foreclosures, and including any expenses
incurred in relation to any such proceedings that result from the Mortgage Loan
being registered in the MERS(R) System, (iii) the management and liquidation of
any REO Property (including, without limitation, realtor's commissions), (iv)
compliance with any obligations under Section 3.07 hereof to cause insurance to
be maintained and (v) payment of taxes.

         SERVICING FEE: As to each Mortgage Loan and any Distribution Date, an
amount equal to 1/12th of the Servicing Fee Rate multiplied by the Stated
Principal Balance of such Mortgage Loan as of the last day of the related Due
Period or, in the event of any payment of interest that accompanies a Principal
Prepayment in full during the related Due Period made by the Mortgagor
immediately prior to such prepayment, interest at the Servicing Fee Rate on the
same Stated Principal Balance of such Mortgage Loan used to calculate the
payment of interest on such Mortgage Loan.

         SERVICING FEE RATE:  0.25% per annum.

         SPECIAL HAZARD LOSS: Means a Group I Realized Loss, as reported by the
related Servicer to the Trustee, attributable to damage or a direct physical
loss suffered by a Mortgaged Property-including any Group I Realized Loss due to
the presence or suspected presence of hazardous wastes or substances on a
Mortgaged Property other than any such damage or loss covered by a hazard policy
or a flood insurance policy required to be maintained in respect of the
Mortgaged Property under this Agreement, the M&T Servicing Agreement or the
GreenPoint Servicing Agreement, as applicable or any loss due to normal wear and
tear or certain other causes.

         SPECIAL HAZARD LOSS COVERAGE AMOUNT: Means $1,321,495.46 (approximately
1.00% of the Group I Mortgage Loans by aggregate Stated Principal Balance as of
the Cut-off Date) less, on each Distribution Date, the sum of (1) the aggregate
amount of Special Hazard Losses that would have been previously allocated to the
Group I Subordinate Certificates in the absence of the Loss Allocation
Limitation and (2) the Adjustment Amount. As of any Distribution Date on or
after the Cross-Over Date, the Special Hazard Loss Coverage Amount will be zero.

         STARTUP DAY: The Startup Day for each REMIC formed hereunder shall be
the Closing Date.

         STATED PRINCIPAL BALANCE: With respect to any Mortgage Loan or related
REO Property and any Distribution Date, the Cut-off Date Principal Balance
thereof minus the sum of (i) the principal portion of the Scheduled Payments due
with respect to such Mortgage Loan during each Due Period ending prior to such
Distribution Date (and irrespective of any delinquency in their payment), (ii)
all Principal Prepayments with respect to such Mortgage Loan received prior to
or during the related Prepayment Period, and all Liquidation Proceeds to the
extent applied by the related Servicer as recoveries of principal in accordance
with Section 3.09 of this Agreement or in accordance with the M&T Servicing
Agreement or GreenPoint Servicing Agreement, as applicable, with respect to such
Mortgage Loan, that were received by the related Servicer as of the close of
business on the last day of the Prepayment Period related to such Distribution
Date and (iii) any Realized Losses on such Mortgage Loan incurred during the
related Prepayment Period. The Stated Principal Balance of a Liquidated Loan
equals zero.




                                      -49-
<PAGE>



         STEPDOWN DATE: The earlier to occur of (1) the Distribution Date on
which the aggregate Certificate Principal Balance of the Group II Senior
Certificates (other than the Class II-A-IO Certificates) has been reduced to
zero and (2) the later to occur of (x) the Distribution Date in March 2008 and
(y) the first Distribution Date on which the Credit Enhancement Percentage of
the Group II Senior Certificates (calculated for this purpose only after taking
into account distributions of principal on the Group II Mortgage Loans, but
prior to any distribution of the Principal Distribution Amount to the holders of
the Group II Certificates then entitled to distributions of principal on the
Distribution Date) is greater than or equal to approximately 12.40%.

         SUBORDINATE CERTIFICATE WRITEDOWN AMOUNT: Means, as of any Distribution
Date, the amount by which (a) the sum of the Certificate Principal Balances of
all of the Group I Certificates, after giving effect to the distribution of
principal and the allocation of Group I Realized Losses in reduction of the
Certificate Principal Balances of the Group I Certificates on that Distribution
Date, exceeds (b) the aggregate principal balance of all the Group I Mortgage
Loans as of the last day of the related Due Period, less any Deficient
Valuations occurring before the Bankruptcy Loss Coverage Amount has been reduced
to zero

         SUBORDINATE OPTIMAL PRINCIPAL AMOUNT: With respect to each Distribution
Date means an amount equal to the sum of the following (but in no event greater
than the aggregate Certificate Principal Balance of the Group I Subordinate
Certificates immediately prior to such Distribution Date):

                  (i)      the Subordinate Percentage of the principal portion
                           of all monthly payments due on each Group I Mortgage
                           Loan the on related Due Date, as specified in the
                           amortization schedule at the time applicable thereto
                           (after adjustment for previous principal prepayments
                           but before giving effect to any Deficient Valuation
                           or Debt Service Reduction that occurred prior to the
                           reduction of the Bankruptcy Loss Coverage Amount to
                           zero);

                  (ii)     the Subordinate Prepayment Percentage of the Stated
                           Principal Balance of each Group I Mortgage Loan which
                           was the subject of a prepayment in full received by
                           the related servicer during the applicable Prepayment
                           Period;

                  (iii)    the Subordinate Prepayment Percentage of all partial
                           prepayments of principal received during the
                           applicable Prepayment Period for each Group I
                           Mortgage Loan;

                  (iv)     the excess, if any, of (a) the Group I Net
                           Liquidation Proceeds allocable to principal received
                           during the related Prepayment Period in respect of
                           each defaulted Group I Mortgage Loan over (b) the sum
                           of the amounts distributable to the holders of the
                           Class I-A-1 Certificates pursuant to clause (iv) of
                           the definition of "Senior Optimal Principal Amount"
                           on such Distribution Date;




                                      -50-
<PAGE>



                  (v)      the Subordinate Prepayment Percentage of the sum of
                           (a) the Stated Principal Balance of each Group I
                           Mortgage Loan which was repurchased by the Seller or
                           the related Servicer in connection with such
                           Distribution Date and (b) the difference, if any,
                           between the Stated Principal Balance of a Group I
                           Mortgage Loan that has been replaced by the Seller or
                           the related Servicer with a substitute Group I
                           Mortgage Loan pursuant to this Agreement, the M&T
                           Servicing Agreement or the GreenPont Servicing
                           Agreement in connection with such Distribution Date
                           and the Stated Principal Balance of such substitute
                           Group I Mortgage Loan; and

                  (vi)     on the Distribution Date on which the Certificate
                           Principal Balance of the Class I-A-1 Certificates has
                           been reduced to zero, 100% of any remaining Senior
                           Optimal Principal Amount;

provided, however that if a Deficient Valuation or Debt Service Reduction is
sustained with respect to a Group I Mortgage Loan that is not a Liquidated Loan
after the Bankruptcy Loss Coverage Amount has been reduced to zero, the
Subordinate Optimal Principal Amount will be reduced on the related distribution
date by the Subordinate Percentage of the principal portion of such Deficient
Valuation or Debt Service Reduction.

         SUBORDINATE PERCENTAGE: With respect to any Distribution Date, means
100% minus the Senior Percentage. The initial Subordinate Percentage will be
equal to approximately 8.25%.

         SUBORDINATE PREPAYMENT PERCENTAGE: With respect to any Distribution
Date will equal 100% minus the Senior Prepayment Percentage, except that on any
Distribution Date after the Certificate Principal Balance of the Group I Senior
Certificates has been reduced to zero, the Subordinate Prepayment Percentage for
the Group I Subordinate Certificates will equal 100%.

         SUBSEQUENT RECOVERIES: Shall mean all amounts in respect of principal
received by a Servicer on a Mortgage Loan for which a Realized Loss was
previously incurred.

         SUBSERVICING AGREEMENT: Any agreement entered into between a Servicer
and a subservicer with respect to the subservicing of any Mortgage Loan subject
to this Agreement by such subservicer.

         SUBSTITUTION ADJUSTMENT AMOUNT: The meaning ascribed to such term
pursuant to Section 2.03(d).

         SUCCESSOR SERVICER: The Trustee or any successor to a Servicer
appointed pursuant to Section 8.02 of this Agreement, the M&T Servicing
Agreement or the GreenPoint Servicing Agreement, as applicable, after the
occurrence of a Servicer Default or upon the resignation of the related Servicer
pursuant to this Agreement, the M&T Servicing Agreement or the GreenPoint
Servicing Agreement, as applicable.

         TAX MATTERS PERSON: The person designated as "tax matters person" in
the manner provided under Treasury regulation ss. 1.860F-4(d) and temporary
Treasury regulation ss. 301.6231(a)(7)-1T. The holder of the greatest Percentage
Interest in a Class of Residual



                                      -51-
<PAGE>



Certificates shall be the Tax Matters Person for the related REMIC. The Trustee,
or any successor thereto or assignee thereof shall serve as tax administrator
hereunder and as agent for the related Tax Matters Person.

         TRANSFER AFFIDAVIT: As defined in Section 6.02(c).

         TRANSFER: Any direct or indirect transfer or sale of any Ownership
Interest in a Certificate.


         TRIGGER EVENT: With respect to any Distribution Date, a Trigger Event
is in effect if (x) the percentage obtained by dividing (i) the aggregate Stated
Principal Balance of Group II Mortgage Loans delinquent 60 days or more
(including Group II Mortgage Loans in foreclosure or discharged in bankruptcy or
any REO Property) by (ii) the aggregate Stated Principal Balance of the Group II
Mortgage Loans, in each case, as of the last day of the previous calendar month,
exceeds 50% of the Credit Enhancement Percentage of the Group II Senior
Certificates for the prior Distribution Date, or (y) the aggregate amount of
Realized Losses incurred since the Cut-off Date through the last day of the
related Due Period divided by the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date exceeds the applicable percentages set
forth below with respect to such Distribution Date:

                    Distribution Date                     Percentage
         -------------------------------------------      ----------
         March 2008 to February 2009................        1.00%
         March 2009 to February 2010................        1.75%
         March 2010 to February 2011................        2.00%
         March 2011 to February 2012................        2.25%
         March 2012 and thereafter..................        2.40%

         TRUST FUND: Collectively, the assets of REMIC I, REMIC II, REMIC III,
REMIC IV, the Net WAC Reserve Fund and the Cap Contract.

         TRUSTEE: Wells Fargo Bank, National Association, a national banking
association, not in its individual capacity, but solely in its capacity as
trustee for the benefit of the Certificateholders under this Agreement, and any
successor thereto, and any corporation or national banking association resulting
from or surviving any consolidation or merger to which it or its successors may
be a party and any successor trustee as may from time to time be serving as
successor trustee hereunder.

         UNCERTIFICATED ACCRUED INTEREST: With respect to each Uncertificated
REMIC Regular Interest on each Distribution Date, an amount equal to one month's
interest at the related Uncertificated Pass-Through Rate on the Uncertificated
Principal Balance or Uncertificated Notional Amount, as applicable, of such
REMIC Regular Interest. In each case, Uncertificated Accrued Interest will be
reduced by any Prepayment Interest Shortfalls and shortfalls resulting from
application of the Relief Act (allocated to such REMIC Regular Interests as set
forth in Sections 1.02 and 5.07).




                                      -52-
<PAGE>



         UNCERTIFICATED NOTIONAL AMOUNT: With respect to REMIC III Regular
Interest LTIII-IO-A and REMIC III Regular Interest LTIII-IO-B and (i) each
Distribution Date from and including the 1st Distribution Date to and including
the 6th Distribution Date, the aggregate Uncertificated Principal Balances of
REMIC III Regular Interest LTII-IO-A through REMIC II Regular Interest
LTII-IO-H, (ii) each Distribution Date from and including the 7th Distribution
Date to and including the 10th Distribution Date, the aggregate Uncertificated
Principal Balances of REMIC II Regular Interest LTII-IO-B through REMIC II
Regular Interest LTII-IO-H, (iii) each Distribution Date from and including the
11th Distribution Date to and including the 13th Distribution Date, the
aggregate Uncertificated Principal Balances of REMIC II Regular Interest
LTII-IO-C through REMIC II Regular Interest LTII-IO-H, (iv) each Distribution
Date from and including the 14th Distribution Date to and including the 15th
Distribution Date, the aggregate Uncertificated Principal Balances of REMIC II
Regular Interest LTII-IO-D through REMIC I Regular Interest LTII-IO-H, (v) each
Distribution Date from and including the 16th Distribution Date to and including
the 19th Distribution Date, the aggregate Uncertificated Principal Balances of
REMIC II Regular Interest LTII-IO-E through REMIC II Regular Interest LTI-IO-H,
(vi) each Distribution Date from and including the 20th Distribution Date to and
including the 21st Distribution Date, the aggregate Uncertificated Principal
Balances of REMIC II Regular Interest LTII-IO-F through REMIC II Regular
Interest LTII-IO-H, (vii) each Distribution Date from and including the 22nd
Distribution Date to and including the 23rd Distribution Date, the aggregate
Uncertificated Principal Balances of REMIC II Regular Interest LTII-IO-G and
REMIC II Regular Interest LTII-IO-H, and (viii) the 24th Distribution Date, the
aggregate Uncertificated Principal Balance of REMIC II Regular Interest
LTII-IO-H, and (ix) each Distribution Date thereafter, $0.

         UNCERTIFICATED PRINCIPAL BALANCE: With respect to each REMIC Regular
Interest (other than REMIC III Regular Interest LTIII-IO-A and REMIC III Regular
Interest LTIII-IO-B), the principal amount of such REMIC Regular Interest
outstanding as of any date of determination. As of the Closing Date, the
Uncertificated Principal Balance of each REMIC Regular Interest (other than
REMIC III Regular Interest LTIII-IO-A and REMIC III Regular Interest LTIII-IO-B)
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 Regular Interest shall be reduced
by all distributions of principal made on such REMIC Regular Interest on such
Distribution Date pursuant to Sections 5.08 and 5.09 and, if and to the extent
necessary and appropriate, shall be further reduced on such Distribution Date by
Realized Losses as provided in Sections 5.08 and 5.09. The Uncertificated
Principal Balance of each REMIC Regular Interest shall never be less than zero.
REMIC II Regular Interest LTII-IO will not have an Uncertificated Principal
Balance.

         UNCERTIFICATED REMIC II PASS-THROUGH RATE: A per annum rate equal to
the average of the Net Mortgage Rates of the Group II Mortgage Loans as of the
first day of the related Due Period, weighted on the basis of the Stated
Principal Balances as of the first day of the related Due Period.

         UNCERTIFICATED REMIC III PASS-THROUGH RATE: With respect to REMIC III
Regular Interest LTIII-AA, REMIC III Regular Interest LTIII-IIA1, REMIC III
Regular Interest LTIII-IIA2, REMIC III Regular Interest LTIII-IIA3, REMIC III
Regular Interest LTIII-IIA4,



                                      -53-
<PAGE>



REMIC III Regular Interest LTIII-IIA5, REMIC III Regular Interest LTIII-IIM1,
REMIC III Regular Interest LTIII-IIM2, REMIC III Regular Interest LTIII-IIM3 and
REMIC III Regular Interest LTII-IIZZ, a per annum rate (but not less than zero)
equal to the weighted average of: (x) with respect to REMIC II Regular Interest
LTII-2, the Uncertificated REMIC II Pass-Through Rate for such REMIC II Regular
Interest for each such Distribution Date, and (y) with respect to REMIC II
Regular Interest LTII-IO-A through REMIC II Regular Interest LTII-IO-H for each
Distribution Date listed below, the weighted average of the rates listed below
for each such REMIC II Regular Interest listed below, weighted on the basis of
the Uncertificated Principal Balance of each such REMIC II Regular Interest:


<TABLE>
<CAPTION>
DISTRIBUTION DATE      REMIC I REGULAR INTERESTS                              RATE
-----------------      -------------------------                              ----
<S>                 <C>                              <C>
        1           LTII-IO-A through LTI-IO-H       (a)  Uncertificated REMIC II Pass-Through Rate over (b) 4.50%
        2           LTII-IO-A through LTI-IO-H       (a)  Uncertificated REMIC II Pass-Through Rate over (b) 4.50%
        3           LTII-IO-A through LTI-IO-H       (a)  Uncertificated REMIC II Pass-Through Rate over (b) 4.50%
        4           LTII-IO-A through LTI-IO-H       (a)  Uncertificated REMIC II Pass-Through Rate over (b) 4.50%
        5           LTII-IO-A through LTI-IO-H       (a)  Uncertificated REMIC II Pass-Through Rate over (b) 4.50%
        6           LTII-IO-A through LTI-IO-H       (a)  Uncertificated REMIC II Pass-Through Rate over (b) 4.50%
        7           LTII-IO-B through LTI-IO-H       (a)  Uncertificated REMIC II Pass-Through Rate over (b) 4.50%
                    LTII-IO-A                        Uncertificated REMIC II Pass-Through Rate
        8           LTII-IO-B through LTI-IO-H       (a)  Uncertificated REMIC II Pass-Through Rate over (b) 4.50%
                    LTII-IO-A                        Uncertificated REMIC II Pass-Through Rate
        9           LTII-IO-B through LTI-IO-H       (a)  Uncertificated REMIC II Pass-Through Rate over (b) 3.50%
                    LTII-IO-A                        Uncertificated REMIC II Pass-Through Rate
       10           LTII-IO-B through LTI-IO-H       (a)  Uncertificated REMIC II Pass-Through Rate over (b) 3.50%
                    LTII-IO-A                        Uncertificated REMIC II Pass-Through Rate
       11           LTII-IO-C through LTI-IO-H       (a)  Uncertificated REMIC II Pass-Through Rate over (b) 3.50%
                    LTII-IO-A and LTI-IO-B           Uncertificated REMIC II Pass-Through Rate
       12           LTII-IO-C through LTI-IO-H       (a)  Uncertificated REMIC II Pass-Through Rate over (b) 3.50%
                    LTII-IO-A and LTI-IO-B           Uncertificated REMIC II Pass-Through Rate
       13           LTII-IO-C through LTI-IO-H       (a)  Uncertificated REMIC II Pass-Through Rate over (b) 3.50%
                    LTII-IO-A and LTI-IO-B           Uncertificated REMIC II Pass-Through Rate
       14           LTII-IO-D through LTI-IO-H       (a)  Uncertificated REMIC II Pass-Through Rate over (b) 3.50%
                    LTII-IO-A through LTI-IO-C       Uncertificated REMIC II Pass-Through Rate
       15           LTII-IO-D through LTI-IO-H       (a)  Uncertificated REMIC II Pass-Through Rate over (b) 3.50%
                    LTII-IO-A through LTI-IO-C       Uncertificated REMIC II Pass-Through Rate
       16           LTII-IO-E through LTI-IO-H       (a)  Uncertificated REMIC II Pass-Through Rate over (b) 3.50%
                    LTII-IO-A through LTI-IO-D       Uncertificated REMIC II Pass-Through Rate
       17           LTII-IO-B5 through LTI-IO-H      (a)  Uncertificated REMIC II Pass-Through Rate over (b) 3.50%
                    LTII-IO-A through LTI-IO-D       Uncertificated REMIC II Pass-Through Rate
       18           LTII-IO-E through LTI-IO-H       (a)  Uncertificated REMIC II Pass-Through Rate over (b) 3.50%
                    LTII-IO-A through LTI-IO-D       Uncertificated REMIC II Pass-Through Rate
       19           LTII-IO-F through LTI-IO-H       (a)  Uncertificated REMIC II Pass-Through Rate over (b) 3.50%
                    LTII-IO-A through LTI-IO-E       Uncertificated REMIC II Pass-Through Rate
       20           LTII-IO-F through LTI-IO-H       (a)  Uncertificated REMIC II Pass-Through Rate over (b) 3.50%
                    LTII-IO-A through LTI-IO-E       Uncertificated REMIC II Pass-Through Rate
       21           LTII-IO-F through LTI-IO-H       (a)  Uncertificated REMIC II Pass-Through Rate over (b) 3.50%
                    LTII-IO-A through LTI-IO-E       Uncertificated REMIC II Pass-Through Rate
       22           LTII-IO-G and LTI-IO-H           (a)  Uncertificated REMIC II Pass-Through Rate over (b) 3.50%
                    LTII-IO-A through LTI-IO-F       Uncertificated REMIC II Pass-Through Rate
       23           LTII-IO-G and LTI-IO-H           (a)  Uncertificated REMIC II Pass-Through Rate over (b) 3.50%
                    LTII-IO-A through LTI-IO-F       Uncertificated REMIC II Pass-Through Rate
       24           LTII-IO-H                        (a)  Uncertificated REMIC II Pass-Through Rate over (b) 3.50%
                    LTII-IO-A through LTI-IO-G       Uncertificated REMIC II Pass-Through Rate
25 and thereafter   LTII-IO-A through LTI-IO-H       Uncertificated REMIC II Pass-Through Rate
</TABLE>



                                      -54-
<PAGE>


With respect to REMIC III Regular Interest LTIII-IO-A, (i) for the first eight
distribution dates, 1.00% and (ii) thereafter, 0.00%. With respect to REMIC III
Regular Interest LTIII-IO-B, (i) for the first twenty-four distribution dates,
3.50% and (ii) thereafter, 0.00%.

         UNCERTIFICATED REMIC REGULAR INTEREST: The REMIC II Regular Interests
and the REMIC III Regular Interests.

         VOTING RIGHTS: The portion of the voting rights of all the Certificates
that is allocated to any Certificate for purposes of the voting provisions
hereunder. Voting Rights shall be allocated (i) 90% to the Certificates (other
than the Class I-P, Class I-X, Class I-R, Class II-A-IO, Class II-C, Class II-P
and the Class II-R Certificates), (ii) 3% to the Class II-C Certificates, (iii)
1% to the Class II-P Certificates, (iv) 1% to the Class I-R Certificates, (v) 1%
to the Class II-R Certificates, (vi) 1% each of the Class I-X Certificates and
the Class I-P Certificates and (vii) 2% to the Class II-A-IO Certificates until
the Distribution Date in February 2007 and thereafter such percentage of voting
rights shall be allocated to the remaining Classes of Group I Offered
Certificates and Group II Offered Certificates with the allocation among the
Certificates other than the Class I-P, Class I-X, Class I-R, Class II-A-IO,
Class II-C, Class II-P and Class II-R Certificates to be in proportion to the
Certificate Principal Balance of each Class relative to the Certificate
Principal Balance of all other such Classes. Voting Rights will be allocated
among the Certificates of each such Class in accordance with their respective
Percentage Interests.

         Section 1.02. ALLOCATION OF CERTAIN INTEREST SHORTFALLS.

         For purposes of calculating the amount of the Accrued Certificate
Interest for the Group I Certificates (other than the Class I-X, Class I-P and
Class I-R Certificates) for any Distribution Date, the aggregate amount of any
Prepayment Interest Shortfalls (to the extent not covered by payments by the
Servicers pursuant to this Agreement, the M&T Servicing Agreement or the
GreenPoint Servicing Agreement) and any shortfalls resulting from application of
the Relief Act in respect of the Group I Mortgage Loans for any Distribution
Date shall be allocated among the Classes of Certificates in proportion to the
respective amounts of Accrued Certificate Interest that would have been
allocated thereto in the absence of such interest shortfalls.

         For purposes of calculating the amount of the Interest Distribution
Amount for the Group II Senior Certificates, Group II Mezzanine Certificates and
Class II-C Certificates for any Distribution Date, (1) the aggregate amount of
any Net Interest Shortfalls in respect of the Group II Mortgage Loans for any
Distribution Date shall first reduce the Interest Distribution Amount payable to
the Class II-C Certificates, second, reduce the Interest Distribution Amount
payable to the Class II-M-3 Certificates, third, reduce the Interest
Distribution Amount payable to the Class II-M-2 Certificates, fourth, reduce the
Interest Distribution Amount payable to the Class II-M-1 Certificates and fifth,
reduce the Interest Distribution Amount payable to the Senior Certificates, on a
PRO RATA basis based on, and to the extent of, one month's interest at the then
applicable respective Pass-Through Rate on the respective Certificate Principal
Balance or Notional Amount, as applicable of each such Certificate and (2) the
aggregate amount of any Realized Losses allocated to the Group II Mezzanine
Certificates and Net WAC Rate Carryover Amount paid to the Group II Senior
Certificates (other than the Class II-A-IO Certificates) and the Group II
Mezzanine Certificates incurred for any Distribution Date shall be allocated to
the Class II-C



                                      -55-
<PAGE>



Certificates based on, and to the extent of, one month's interest at the then
applicable Pass-Through Rate on the Certificate Principal Balance thereof on any
Distribution Date.

         For purposes of calculating the amount of Uncertificated Accrued
Interest for the REMIC II Regular Interests for any Distribution Date, the
aggregate amount of any Net Interest Shortfalls incurred in respect of the Group
II Mortgage Loans for any Distribution Date shall be allocated first, to REMIC I
Regular Interest LTII-2 and REMIC II Regular Interest LTII-IIP, to the extent of
one month's interest at the then applicable respective Uncertificated REMIC I
Pass-Through Rate on the Uncertificated Principal Balance of each such REMIC II
Regular Interest; and then, to REMIC II Regular Interest LTII-IO-A, REMIC II
Regular Interest LTII-IO-B, REMIC II Regular Interest LTII-IO-C, REMIC II
Regular Interest LTII-IO-D, REMIC II Regular Interest LTII-IO-E, REMIC II
Regular Interest LTII-IO-F, REMIC II Regular Interest LTII-IO-G and REMIC II
Regular Interest LTII-IO-H, in each case to the extent of one month's interest
at the then applicable respective Uncertificated REMIC II Pass-Through Rate on
the respective Uncertificated Principal Balance of each such REMIC II Regular
Interest.

         For purposes of calculating the amount of Uncertificated Accrued
Interest for the REMIC III Regular Interests for any Distribution Date, the
aggregate amount of any Net Interest Shortfalls incurred in respect of the Group
II Mortgage Loans for any Distribution Date shall be allocated among REMIC III
Regular Interest LTIII-AA, REMIC III Regular Interest LTIII-IIA1, REMIC III
Regular Interest LTIII-IIA2, REMIC III Regular Interest LTIII-IIA3, REMIC III
Regular Interest LTIII-IIA4, REMIC III Regular Interest LTIII-IIA5, REMIC III
Regular Interest LTIII-IIM1, REMIC III Regular Interest LTIII-IIM2, REMIC III
Regular Interest LTIII-IIM3 and REMIC III Regular Interest LTIII-IIZZ, pro rata
based on, and to the extent of, one month's interest at the then applicable
respective Uncertificated REMIC III Pass-Through Rate on the respective
Uncertificated Principal Balance of each such REMIC III Regular Interest.





                                      -56-
<PAGE>



                                   ARTICLE II

                            CONVEYANCE OF TRUST FUND
                         REPRESENTATIONS AND WARRANTIES

         Section 2.01. CONVEYANCE OF TRUST FUND.

         The Seller hereby sells, transfers, assigns, sets over and otherwise
conveys to the Depositor, without recourse, all the right, title and interest of
the Seller in and to the assets in the Trust Fund.

         The Seller has entered into this Agreement in consideration for the
purchase of the Mortgage Loans by the Depositor and has agreed to take the
actions specified herein.

         The Depositor, concurrently with the execution and delivery hereof,
hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee
for the use and benefit of the Certificateholders, without recourse, all the
right, title and interest of the Depositor in and to the Trust Fund.

         Concurrently with the execution and delivery of this Agreement, the
Depositor does hereby assign to the Trustee all of its rights and interest under
the Mortgage Loan Purchase Agreement, and all rights of the Seller and the
Depositor under the M&T Servicing Agreement and the GreenPoint Servicing
Agreement to the extent of the Mortgage Loans sold under the Mortgage Loan
Purchase Agreement. The Trustee hereby accepts such assignment, and shall be
entitled to exercise all rights of the Depositor under the Mortgage Loan
Purchase Agreement as if, for such purpose, it were the Depositor. The foregoing
sale, transfer, assignment, set-over, deposit and conveyance does not and is not
intended to result in creation or assumption by the Trustee of any obligation of
the Depositor, the Seller or any other Person in connection with the Mortgage
Loans, the M&T Servicing Agreement, the GreenPoint Servicing Agreement or any
other agreement or instrument relating thereto except as specifically set forth
herein. Any monetary obligation of the Seller as the purchaser or owner under
the M&T Servicing Agreement to M&T as Servicer and any monetary obligation of
the Seller as the purchaser or owner under the GreenPoint Servicing Agreement to
GreenPoint as Servicer following the Closing Date shall be satisfied by the
Trustee, as assignee of the Seller, only from funds then on deposit in the
Distribution Accounts.

         In connection with such sale, the Depositor does hereby deliver to, and
deposit with the Custodian pursuant to the Custodial Agreement the documents
with respect to each Mortgage Loan as described under Section 2 of the Custodial
Agreement (the "Mortgage Loan Documents"). In connection with such delivery and
as further described in the Custodial Agreement, the Custodian will be required
to review such Mortgage Loan Documents and deliver to the Trustee, the
Depositor, the Servicers and the Seller certifications (in the forms attached to
the Custodial Agreement) with respect to such review with exceptions noted
thereon. In addition, under the Custodial Agreement the Depositor will be
required to cure certain defects with respect to the Mortgage Loan Documents for
the related Mortgage Loans after the delivery thereof by the Depositor to the
Custodian as more particularly set forth therein.




                                      -57-
<PAGE>


         Notwithstanding anything to the contrary contained herein, the parties
hereto acknowledge that the functions of the Trustee with respect to the
custody, acceptance, inspection and release of the Mortgage Files and
preparation and delivery of the certifications shall be performed by the
Custodian pursuant to the terms and conditions of the Custodial Agreement.

         The Depositor shall deliver or cause to be delivered to the Servicers
copies of all trailing documents required to be included in the related Mortgage
File at the same time the originals or certified copies thereof are delivered to
the Custodian, such documents including the mortgagee policy of title insurance
and any Mortgage Loan Documents upon return from the recording office. The
Servicers shall not be responsible for any custodian fees or other costs
incurred in obtaining such documents and the Depositor shall cause the Servicers
to be reimbursed for any such costs the Servicers may incur in connection with
performing its obligations under this Agreement, the M&T Servicing Agreement and
the GreenPoint Servicing Agreement.

         Section 2.02. ACCEPTANCE OF THE MORTGAGE LOANS.

         (a) Based on the initial trust receipt received by it from the
Custodian pursuant to the Custodial Agreement, the Trustee acknowledges receipt,
subject to the provisions of Section 2.01 hereof and Section 2 of the Custodial
Agreement, of the Mortgage Loan Documents and all other assets included in the
definition of "REMIC I" and "REMIC II"under clauses (i), (ii) (iii), (v) and
(vi) (to the extent of amounts deposited into the related Distribution Account)
and declares that it holds (or the Custodian on its behalf holds) and will hold
such documents and the other documents delivered to it constituting a Mortgage
Loan Document, and that it holds (or the Custodian on its behalf holds) or will
hold all such assets and such other assets included in the definition of "REMIC
I" and "REMIC II" in trust for the exclusive use and benefit of all present and
future Group I Certificateholders and Group II Certificateholders.

         (b) In conducting the review of the Mortgage Files in accordance with
the Custodial Agreement, the Custodian on the Trustee's behalf will ascertain
whether all required documents have been executed and received and whether those
documents relate to the Mortgage Loans identified in Exhibit B to this
Agreement, as supplemented. If the Custodian finds any document constituting
part of the Mortgage File not to have been executed or received, or to be
unrelated to the Mortgage Loans identified in Exhibit B, the Seller shall
correct or cure any such defect or, if prior to the end of the second
anniversary of the Closing Date, the Seller may substitute for the related
Mortgage Loan a Replacement Mortgage Loan, which substitution shall be
accomplished in the manner and subject to the conditions set forth in Section
2.03 or shall deliver to the Trustee an Opinion of Counsel to the effect that
such defect does not materially or adversely affect the interests of the
Certificateholders in such Mortgage Loan within 60 days from the date of notice
from the Trustee of the defect and if the Seller fails to correct or cure the
defect or deliver such opinion within such period, the Seller will, subject to
Section 2.03, within 90 days from the notification of the Trustee purchase such
Mortgage Loan at the Purchase Price; provided, however, that if such defect
relates solely to the inability of the Seller to deliver the Mortgage,
assignment thereof to the Trustee, or intervening assignments thereof with
evidence of recording thereon because such documents have been submitted for
recording and have not been returned by the applicable jurisdiction, the Seller
shall not be required to purchase such



                                      -58-
<PAGE>



Mortgage Loan if the Seller delivers such documents promptly upon receipt, but
in no event later than 360 days after the Closing Date.

         (c) No later than 180 days after the Closing Date, the Custodian on the
Trustee's behalf will review, for the benefit of the Certificateholders, the
Mortgage Files and will execute and deliver or cause to be executed and
delivered to the Seller and the Trustee, a final trust receipt substantially in
the form annexed to the Custodial Agreement. In conducting such review, the
Custodian on the Trustee's behalf and in accordance with the terms of the
Custodial Agreement will ascertain whether each document required to be recorded
has been returned from the recording office with evidence of recording thereon
and the Custodian on the Trustee's behalf has received either an original or a
copy thereof, as required in the Custodial Agreement. If the Custodian finds
that any document with respect to a Mortgage Loan has not been received, or is
unrelated to the Mortgage Loans identified in Exhibit B or appears to be
defective on its face, the Custodian shall note such defect in the exception
report attached the final trust receipt issued pursuant to the Custodial
Agreement and the Seller shall correct or cure any such defect or, if prior to
the end of the second anniversary of the Closing Date, the Seller may substitute
for the related Mortgage Loan a Replacement Mortgage Loan, which substitution
shall be accomplished in the manner and subject to the conditions set forth in
Section 2.03 or shall deliver to the Trustee an Opinion of Counsel to the effect
that such defect does not materially or adversely affect the interests of
Certificateholders in such Mortgage Loan within 60 days from the date of notice
from the Trustee of the defect and if the Seller is unable within such period to
correct or cure such defect, or to substitute the related Mortgage Loan with a
Replacement Mortgage Loan or to deliver such opinion, the Seller shall, subject
to Section 2.03, within 90 days from the notification of the Trustee, purchase
such Mortgage Loan at the Purchase Price; provided, however, that if such defect
relates solely to the inability of the Seller to deliver the Mortgage,
assignment thereof to the Trustee or intervening assignments thereof with
evidence of recording thereon, because such documents have not been returned by
the applicable jurisdiction, the Seller shall not be required to purchase such
Mortgage Loan, if the Seller delivers such documents promptly upon receipt, but
in no event later than 360 days after the Closing Date.

         (d) In the event that a Mortgage Loan is purchased by the Seller in
accordance with subsections 2.02(a) or (b) above or Section 2.03, the Seller
shall remit the applicable Purchase Price to the Trustee for deposit in the
related Distribution Account and shall provide written notice to the Trustee
detailing the components of the Purchase Price, signed by an authorized officer.
Upon deposit of the Purchase Price in the related Distribution Account and upon
receipt of a request for release (in the form attached to the Custodial
Agreement) with respect to such Mortgage Loan, the Custodian, on behalf of the
Trustee, will release to the Seller the related Mortgage File and the Trustee
shall execute and deliver all instruments of transfer or assignment, without
recourse, furnished to it by the Seller, as are necessary to vest in the Seller
title to and rights under the Mortgage Loan. Such purchase shall be deemed to
have occurred on the date on which the deposit into the Distribution Account was
made. The Trustee shall promptly notify the Rating Agencies of such repurchase.
The obligation of the Seller to cure, repurchase or substitute for any Mortgage
Loan as to which a defect in a constituent document exists shall be the sole
remedies respecting such defect available to the Certificateholders or to the
Trustee on their behalf. The Seller shall promptly reimburse the Trustee for any
expenses incurred by the Trustee in respect of enforcing the remedies for such
breach.




                                      -59-
<PAGE>


         (e) The Seller shall deliver to the Custodian the Mortgage Note and
other documents constituting the Mortgage File with respect to any Replacement
Mortgage Loan, which the Custodian will review as provided in the Custodial
Agreement, provided, that the Closing Date referred to therein shall instead be
the date of delivery of the Mortgage File with respect to each Replacement
Mortgage Loan.

         Section 2.03. REPRESENTATIONS, WARRANTIES AND COVENANTS OF GMACM AND
THE SELLER.

         (a) GMACM hereby represents and warrants to, and covenants with, the
Seller, the Depositor and the Trustee as follows, as of the Closing Date:

                           (i) It is duly organized and is validly existing and
         in good standing under the laws of the Commonwealth of Pennsylvania and
         is duly authorized and qualified to transact any and all business
         contemplated by this Agreement to be conducted by it in any state in
         which a Mortgaged Property relating to a GMACM Mortgage Loan is located
         or is otherwise not required under applicable law to effect such
         qualification and, in any event, is in compliance with the doing
         business laws of any such state, to the extent necessary to ensure its
         ability to service the GMACM Mortgage Loans in accordance with the
         terms of this Agreement and to perform any of its other obligations
         under this Agreement in accordance with the terms hereof.

                           (ii) It has the full corporate power and authority to
         service each GMACM Mortgage Loan, and to execute, deliver and perform,
         and to enter into and consummate the transactions contemplated by this
         Agreement and has duly authorized by all necessary corporate action on
         its part the execution, delivery and performance of this Agreement; and
         this Agreement, assuming the due authorization, execution and delivery
         hereof by the other parties hereto, constitutes its legal, valid and
         binding obligation, enforceable against it in accordance with its
         terms, except that (a) the enforceability hereof may be limited by
         bankruptcy, insolvency, moratorium, receivership and other similar laws
         relating to creditors' rights generally and (b) the remedy of specific
         performance and injunctive and other forms of equitable relief may be
         subject to equitable defenses and to the discretion of the court before
         which any proceeding therefor may be brought and further subject to
         public policy with respect to indemnity and contribution under
         applicable securities law.

                           (iii) The execution and delivery of this Agreement by
         it, the servicing of the GMACM Mortgage Loans by it under this
         Agreement, the consummation of any other of the transactions
         contemplated by this Agreement, and the fulfillment of or compliance
         with the terms hereof are in its ordinary course of business and will
         not (A) result in a material breach of any term or provision of its
         charter or by-laws or (B) materially conflict with, result in a
         material breach, violation or acceleration of, or result in a material
         default under, the terms of any other material agreement or instrument
         to which it is a party or by which it may be bound, or (C) constitute a
         material violation of any statute, order or regulation applicable to it
         of any court, regulatory body, administrative agency or governmental
         body having jurisdiction over it; and it is not in breach or violation
         of any material indenture or other material agreement or instrument,



                                      -60-
<PAGE>



         or in violation of any statute, order or regulation of any court,
         regulatory body, administrative agency or governmental body having
         jurisdiction over it which breach or violation may materially impair
         its ability to perform or meet any of its obligations under this
         Agreement.

                           (iv) It is an approved servicer of conventional
         mortgage loans for Fannie Mae or Freddie Mac and is a mortgagee
         approved by the Secretary of Housing and Urban Development pursuant to
         sections 203 and 211 of the National Housing Act.

                           (v) No litigation is pending or, to the best of its
         knowledge, threatened in writing, against it that would materially and
         adversely affect the execution, delivery or enforceability of this
         Agreement or its ability to service the GMACM Mortgage Loans or to
         perform any of its other obligations under this Agreement in accordance
         with the terms hereof.

                           (vi) No consent, approval, authorization or order of
         any court or governmental agency or body is required for its execution,
         delivery and performance of, or compliance with, this Agreement or the
         consummation of the transactions contemplated hereby, or if any such
         consent, approval, authorization or order is required, it has obtained
         the same.

                           (vii) GMACM has accurately and fully reported, and
         will continue to accurately and fully report its borrower credit files
         to each of the credit repositories in a timely manner materially in
         accordance with the Fair Credit Reporting Act and its implementing
         legislation.

                           (viii) GMACM 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 GMACM Mortgage Loans
         that are registered with MERS.

                           (ix) GMACM will not waive any Prepayment Charge with
         respect to a GMACM Mortgage Loan unless it is waived in accordance with
         the standard set forth in Section 3.01.

If the covenant of GMACM set forth in Section 2.03(a)(ix) above is breached by
GMACM, GMACM will pay the amount of such waived Prepayment Charge, for the
benefit of the Holders of the Class I-P Certificates if such breach is related
to a Group I Mortgage Loan or the Class II-P Certificates if such breach is
related to a Group II Mortgage Loan, by depositing such amount into the
Custodial Account within 90 days of the earlier of discovery by GMACM or receipt
of notice by GMACM of such breach. Notwithstanding the foregoing, or anything to
the contrary contained in this Agreement, GMACM shall have no liability for a
waiver of any Prepayment Charge in the event that GMACM's determination to make
such a waiver was made by GMACM in reliance on information properly received by
GMACM from any Person in accordance with the terms of this Agreement.

                  (b) The Seller hereby represents and warrants to and covenants
with, the Depositor, GMACM and the Trustee as follows, as of the Closing Date:




                                      -61-
<PAGE>


                           (i) The Seller is duly organized, validly existing
         and in good standing under the laws of the State of Delaware and is
         duly authorized and qualified to transact any and all business
         contemplated by this Agreement to be conducted by the Seller in any
         state in which a Mortgaged Property is located or is otherwise not
         required under applicable law to effect such qualification and, in any
         event, is in compliance with the doing business laws of any such state,
         to the extent necessary to ensure its ability to enforce each Mortgage
         Loan, to sell the Mortgage Loans in accordance with the terms of this
         Agreement and to perform any of its other obligations under this
         Agreement in accordance with the terms hereof.

                           (ii) The Seller has the full corporate power and
         authority to sell each Mortgage Loan, and to execute, deliver and
         perform, and to enter into and consummate the transactions contemplated
         by this Agreement and has duly authorized by all necessary corporate
         action on the part of the Seller the execution, delivery and
         performance of this Agreement; and this Agreement, assuming the due
         authorization, execution and delivery hereof by the other parties
         hereto, constitutes a legal, valid and binding obligation of the
         Seller, enforceable against the Seller in accordance with its terms,
         except that (a) the enforceability hereof may be limited by bankruptcy,
         insolvency, moratorium, receivership and other similar laws relating to
         creditors' rights generally and (b) the remedy of specific performance
         and injunctive and other forms of equitable relief may be subject to
         equitable defenses and to the discretion of the court before which any
         proceeding therefor may be brought and further subject to public policy
         with respect to indemnity and contribution under applicable securities
         law.

                           (iii) The execution and delivery of this Agreement by
         the Seller, the sale of the Mortgage Loans by the Seller under this
         Agreement, the consummation of any other of the transactions
         contemplated by this Agreement, and the fulfillment of or compliance
         with the terms hereof are in the ordinary course of business of the
         Seller and will not (A) result in a material breach of any term or
         provision of the charter or by-laws of the Seller or (B) materially
         conflict with, result in a material breach, violation or acceleration
         of, or result in a material default under, the terms of any other
         material agreement or instrument to which the Seller is a party or by
         which it may be bound, or (C) constitute a material violation of any
         statute, order or regulation applicable to the Seller of any court,
         regulatory body, administrative agency or governmental body having
         jurisdiction over the Seller; and the Seller is not in breach or
         violation of any material indenture or other material agreement or
         instrument, or in violation of any statute, order or regulation of any
         court, regulatory body, administrative agency or governmental body
         having jurisdiction over it which breach or violation may materially
         impair the Seller's ability to perform or meet any of its obligations
         under this Agreement.

                           (iv) The Seller is an approved seller of conventional
         mortgage loans for Fannie Mae or Freddie Mac and is a mortgagee
         approved by the Secretary of Housing and Urban Development pursuant to
         sections 203 and 211 of the National Housing Act.

                           (v) No litigation is pending or, to the best of the
         Seller's knowledge, threatened, against the Seller that would
         materially and adversely affect the execution,



                                      -62-
<PAGE>



         delivery or enforceability of this Agreement or the ability of the
         Seller to sell the Mortgage Loans or to perform any of its other
         obligations under this Agreement in accordance with the terms hereof.

                           (vi) No consent, approval, authorization or order of
         any court or governmental agency or body is required for the execution,
         delivery and performance by the Seller of, or compliance by the Seller
         with, this Agreement or the consummation of the transactions
         contemplated hereby, or if any such consent, approval, authorization or
         order is required, the Seller has obtained the same.

                           (vii) The representations and warranties set forth in
         Section 8 of the Mortgage Loan Purchase Agreement are true and correct
         as of the Closing Date.

                           (viii) No Mortgage Loan is subject to the Home
         Ownership and Equity Protection Act of 1994 or any comparable law and
         no Mortgage Loan is classified and/or defined as a "high cost",
         "covered", "high risk home" or "predatory" loan under any other state,
         federal or local law or regulation or ordinance (or a similarly
         classified loan using different terminology under a law imposing
         heightened regulatory scrutiny or additional legal liability for
         residential mortgage loans having high interest rates, points and/or
         fees).

                           (ix) No loan is a High Cost Loan or Covered Loan, as
         applicable (as such terms are defined in Appendix E of the Standard &
         Poor's Glossary For File Format For LEVELS(R) Version 5.6 Revised
         (attached hereto as Exhibit N) and no mortgage loan originated on or
         after October 1, 2002 through March 6, 2003 is governed by the Georgia
         Fair Lending Act.

                           (x) Any and all requirements of any federal, state or
         local law including, without limitation, usury, truth in lending, real
         estate settlement procedures, consumer credit protection, equal credit
         opportunity, fair housing, predatory, abusive lending or disclosure
         laws applicable to the origination and servicing of the Mortgage Loans
         have been complied with in all material respects.

         (c) Upon discovery by any of the parties hereto of a breach of a
representation or warranty set forth in Section 2.03(b)(viii), (ix) and (x) and
Section 8 of the Mortgage Loan Purchase Agreement that materially and adversely
affects the interests of the Certificateholders in any Mortgage Loan, the party
discovering such breach shall give prompt written notice thereof to the other
parties. The Seller hereby covenants with respect to the representations and
warranties set forth in Section 2.03(b)(viii), (ix) and (x) and Section 8 of the
Mortgage Loan Purchase Agreement, that within 90 days of the discovery of a
breach of any representation or warranty set forth therein that materially and
adversely affects the interests of the Certificateholders in any Mortgage Loan,
it shall cure such breach in all material respects and, if such breach is not so
cured, (i) prior to the second anniversary of the Closing Date, remove such
Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and substitute in
its place a Replacement Mortgage Loan, in the manner and subject to the
conditions set forth in this Section; or (ii) repurchase the affected Mortgage
Loan or Mortgage Loans from the Trustee at the Purchase Price in the manner set
forth below; provided that any such substitution pursuant to



                                      -63-
<PAGE>



(i) above or repurchase pursuant to (ii) above shall not be effected prior to
the delivery to the Trustee of an Opinion of Counsel if required by Section 2.05
and any such substitution pursuant to (i) above shall not be effected prior to
the additional delivery to the Custodian of a request for release in accordance
with the Custodial Agreement. The Seller shall promptly reimburse the Trustee
for any expenses reasonably incurred by the Trustee in respect of enforcing the
remedies for such breach. To enable the related Servicer to amend the Mortgage
Loan Schedule, the Seller shall, unless it cures such breach in a timely fashion
pursuant to this Section 2.03, promptly notify the Trustee whether it intends
either to repurchase, or to substitute for, the Mortgage Loan affected by such
breach. With respect to the representations and warranties in Section 8 of the
Mortgage Loan Purchase Agreement that are made to the best of the Seller's
knowledge, if it is discovered by any of the Depositor, the Seller or the
Trustee that the substance of such representation and warranty is inaccurate and
such inaccuracy materially and adversely affects the value of the related
Mortgage Loan, notwithstanding the Seller's lack of knowledge with respect to
the substance of such representation or warranty, the Seller shall nevertheless
be required to cure, substitute for or repurchase the affected Mortgage Loan in
accordance with the foregoing. Notwithstanding the foregoing, any breach of a
representation or warranty contained in clauses (xxxvii), (xxxviii), (xxxix),
(xl) and/or (xlv) of Section 8 of the Mortgage Loan Purchase Agreement shall be
automatically deemed to materially and adversely affect the interests of the
Certificateholders.

         With respect to any Replacement Mortgage Loan or Loans, the Seller
shall deliver to the Custodian for the benefit of the Certificateholders such
documents and agreements as are required by Section 2 of the Custodial
Agreement. No substitution will be made in any calendar month after the
Determination Date for such month. Scheduled Payments due with respect to
Replacement Mortgage Loans in the Due Period related to the Distribution Date on
which such proceeds are to be distributed shall not be part of the Trust Fund
and will be retained by the Seller. For the month of substitution, distributions
to Certificateholders will include the Scheduled Payment due on any Deleted
Mortgage Loan for the related Due Period and thereafter the Seller shall be
entitled to retain all amounts received in respect of such Deleted Mortgage
Loan. The related Servicer shall amend the Mortgage Loan Schedule for the
benefit of the Certificateholders to reflect the removal of such Deleted
Mortgage Loan and the substitution of the Replacement Mortgage Loan or Loans and
shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon such
substitution, the Replacement Mortgage Loan or Loans shall be subject to the
terms of this Agreement in all respects, and the Seller shall be deemed to have
made with respect to such Replacement Mortgage Loan or Loans, as of the date of
substitution, the representations and warranties set forth in Section 8 of the
Mortgage Loan Purchase Agreement with respect to such Mortgage Loan. Upon any
such substitution and the deposit into the Distribution Account of the amount
required to be deposited therein in connection with such substitution as
described in the following paragraph and receipt by the Custodian of a request
for release for such Mortgage Loan in accordance with the Custodial Agreement,
the Custodian on behalf of the Trustee shall release to the Seller the Mortgage
File relating to such Deleted Mortgage Loan and held for the benefit of the
Certificateholders and the Trustee shall execute and deliver at the Seller's
direction such instruments of transfer or assignment as have been prepared by
the Seller, in each case without recourse, as shall be necessary to vest in the
Seller, or its respective designee, title to the Trustee's interest in any
Deleted Mortgage Loan substituted



                                      -64-
<PAGE>



for pursuant to this Section 2.03. Neither the Trustee nor the Custodian shall
have any further responsibility with regard to such Mortgage File.

         For any month in which the Seller substitutes one or more Replacement
Mortgage Loans for a Deleted Mortgage Loan, the Trustee will determine the
amount (if any) by which the aggregate principal balance of all the Replacement
Mortgage Loans as of the date of substitution is less than the Stated Principal
Balance (after application of the principal portion of the Scheduled Payment due
in the month of substitution) of such Deleted Mortgage Loan. An amount equal to
the aggregate of such deficiencies, described in the preceding sentence for any
Distribution Date (such amount, the "Substitution Adjustment Amount") shall be
remitted to GMACM for deposit in the related Custodial Account if the Deleted
Mortgage Loan was serviced by GMACM or deposited into the related Distribution
Account if the Deleted Mortgage Loan was serviced by M&T or GreenPoint, by the
Seller delivering such Replacement Mortgage Loan on or before the Determination
Date for the Distribution Date relating to the Prepayment Period during which
the related Mortgage Loan was required to be purchased or replaced hereunder.

         In the event that the Seller shall have repurchased a Mortgage Loan,
the Purchase Price therefor shall be remitted to GMACM for deposit in the
related Custodial Account if the Purchase Price relates to a GMACM Mortgage Loan
or shall be deposited into the related Distribution Account if the Purchase
Price relates to an M&T Mortgage Loan or a GreenPoint Mortgage Loan, on or
before the Determination Date for the Distribution Date in the month following
the month during which the Seller was required to repurchase or replace such
Mortgage Loan and upon such deposit of the Purchase Price, the delivery of an
Officer's Certificate by GMACM to the Trustee certifying that the Purchase Price
for any GMACM Mortgage Loan repurchased pursuant to this Section has been
deposited in the related Custodial Account, the delivery of an Opinion of
Counsel if required by Section 2.05 and the receipt of a request for release
pursuant to the Custodial Agreement, the Custodian, on behalf of the Trustee
shall release the related Mortgage File held for the benefit of the
Certificateholders to the Seller, and the Trustee shall execute and deliver at
such Person's direction the related instruments of transfer or assignment
prepared by the Seller, in each case without recourse, as shall be necessary to
transfer title from the Trustee for the benefit of the Certificateholders and
transfer the Trustee's interest to the Seller to any Mortgage Loan purchased
pursuant to this Section 2.03. It is understood and agreed that the obligation
under this Agreement of the Seller to cure, repurchase or replace any Mortgage
Loan as to which a breach has occurred and is continuing shall constitute the
sole remedies against the Seller respecting such breach available to
Certificateholders, the Depositor or the Trustee.

         (d) The representations and warranties set forth in Section 2.03 shall
survive delivery of the respective Mortgage Loans and Mortgage Files to the
Trustee or the Custodian for the benefit of the Certificateholders.

         Section 2.04. REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR.

         The Depositor hereby represents and warrants to, and covenants, with
GMACM, the Seller and the Trustee as follows, as of the date hereof and as of
the Closing Date:




                                      -65-
<PAGE>


                           (i) The Depositor is duly organized and is validly
         existing as a corporation in good standing under the laws of the State
         of Delaware and has full power and authority (corporate and other)
         necessary to own or hold its properties and to conduct its business as
         now conducted by it and to enter into and perform its obligations under
         this Agreement.

                           (ii) The Depositor has the full corporate power and
         authority to execute, deliver and perform, and to enter into and
         consummate the transactions contemplated by, this Agreement and has
         duly authorized, by all necessary corporate action on its part, the
         execution, delivery and performance of this Agreement; and this
         Agreement, assuming the due authorization, execution and delivery
         hereof by the other parties hereto, constitutes a legal, valid and
         binding obligation of the Depositor, enforceable against the Depositor
         in accordance with its terms, subject, as to enforceability, to (i)
         bankruptcy, insolvency, moratorium receivership and other similar laws
         relating to creditors' rights generally and (ii) the remedy of specific
         performance and injunctive and other forms of equitable relief may be
         subject to equitable defenses and to the discretion of the court before
         which any proceeding therefor may be brought and further subject to
         public policy with respect to indemnity and contribution under
         applicable securities law.

                           (iii) The execution and delivery of this Agreement by
         the Depositor, the consummation of the transactions contemplated by
         this Agreement, and the fulfillment of or compliance with the terms
         hereof are in the ordinary course of business of the Depositor and will
         not (A) result in a material breach of any term or provision of the
         charter or by-laws of the Depositor or (B) materially conflict with,
         result in a material breach, violation or acceleration of, or result in
         a material default under, the terms of any other material agreement or
         instrument to which the Depositor is a party or by which it may be
         bound or (C) constitute a material violation of any statute, order or
         regulation applicable to the Depositor of any court, regulatory body,
         administrative agency or governmental body having jurisdiction over the
         Depositor; and the Depositor is not in breach or violation of any
         material indenture or other material agreement or instrument, or in
         violation of any statute, order or regulation of any court, regulatory
         body, administrative agency or governmental body having jurisdiction
         over it which breach or violation may materially impair the Depositor's
         ability to perform or meet any of its obligations under this Agreement.

                           (iv) No litigation is pending, or, to the best of the
         Depositor's knowledge, threatened, against the Depositor that would
         materially and adversely affect the execution, delivery or
         enforceability of this Agreement or the ability of the Depositor to
         perform its obligations under this Agreement in accordance with the
         terms hereof.

                           (v) No consent, approval, authorization or order of
         any court or governmental agency or body is required for the execution,
         delivery and performance by the Depositor of, or compliance by the
         Depositor with, this Agreement or the consummation of the transactions
         contemplated hereby, or if any such consent, approval, authorization or
         order is required, the Depositor has obtained the same.




                                      -66-
<PAGE>



         The Depositor hereby represents and warrants to the Trustee as of the
Closing Date, following the transfer of the Mortgage Loans to it by the Seller,
the Depositor had good title to the Mortgage Loans and the related Mortgage
Notes were subject to no offsets, claims, defenses or counterclaims.

         It is understood and agreed that the representations and warranties set
forth in this Section 2.04 shall survive delivery of the Mortgage Files to the
Trustee or the Custodian for the benefit of the Certificateholders. Upon
discovery by the Depositor, GMACM or the Trustee of a breach of such
representations and warranties, the party discovering such breach shall give
prompt written notice to the others and to each Rating Agency.

         Section 2.05. DELIVERY OF OPINION OF COUNSEL IN CONNECTION WITH
SUBSTITUTIONS AND REPURCHASES.

         (a) Notwithstanding any contrary provision of this Agreement, with
respect to any Mortgage Loan that is not in default or as to which default is
not imminent, no repurchase or substitution pursuant to Sections 2.02 or 2.03
shall be made unless the Seller delivers to the Trustee an Opinion of Counsel,
addressed to the Trustee, to the effect that such repurchase or substitution
would not (i) result in the imposition of the tax on "prohibited transactions"
of REMIC I, REMIC II, REMIC III or REMIC IV or contributions after the Closing
Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or
(ii) cause any of REMIC I, REMIC II, REMIC III or REMIC IV to fail to qualify as
a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as
to which repurchase or substitution was delayed pursuant to this paragraph shall
be repurchased or the substitution therefor shall occur (subject to compliance
with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default
or imminent default with respect to such Mortgage Loan and (b) receipt by the
Trustee of an Opinion of Counsel to the effect that such repurchase or
substitution, as applicable, will not result in the events described in clause
(i) or clause (ii) of the preceding sentence.

         (b) Upon discovery by the Depositor or the Seller that any Mortgage
Loan does not constitute a "qualified mortgage" within the meaning of section
860G(a)(3) of the Code, the party discovering such fact shall promptly (and in
any event within 5 Business Days of discovery) give written notice thereof to
the other parties and the Trustee. In connection therewith, the Seller, at the
its option, shall either (i) substitute, if the conditions in Section 2.03(c)
with respect to substitutions are satisfied, a Replacement Mortgage Loan for the
affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90
days of such discovery in the same manner as it would a Mortgage Loan for a
breach of representation or warranty contained in Section 2.03. The Trustee
shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in
the same manner, and on the same terms and conditions, as it would a Mortgage
Loan repurchased for breach of a representation or warranty contained in Section
2.03.

         Section 2.06. ISSUANCE OF THE GROUP I CERTIFICATES.

         The Trustee acknowledges the assignment to it of the Group I Mortgage
Loans and the delivery to the Custodian on its behalf of the related Mortgage
Files, subject to the provisions of Section 2.01 and Section 2.02, together with
the assignment to it of all other assets included in REMIC I, the receipt of
which is hereby acknowledged. The Group I Certificates constitute the



                                      -67-
<PAGE>



entire beneficial ownership interest in REMIC I. The rights of the Holders of
the Group I Certificates to receive distributions from the proceeds of REMIC I
and all ownership interests evidenced or constituted by the Group I Certificates
shall be as set forth in this Agreement.

         Section 2.07. ISSUANCE OF THE REMIC II REGULAR INTERESTS AND THE CLASS
R-1 INTEREST.

         The Trustee acknowledges the assignment to it of the Group II Mortgage
Loans and the delivery to the Custodian on its behalf of the related Mortgage
Files, subject to the provisions of Section 2.01 and Section 2.02, together with
the assignment to it of all other assets included in REMIC II, the receipt of
which is hereby acknowledged. The interests evidenced by the Class R-1 Interest,
together with the REMIC II Regular Interests, constitute the entire beneficial
ownership interest in REMIC II. The rights of the Holders of the Class R-1
Interest and REMIC II (as holder of the REMIC II Regular Interests) to receive
distributions from the proceeds of REMIC II in respect of the Class R-1 Interest
and the REMIC II Regular Interests, respectively, and all ownership interests
evidenced or constituted by the Class R-1 Interest and the REMIC II Regular
Interests, shall be as set forth in this Agreement.

         Section 2.08. CONVEYANCE OF THE REMIC II REGULAR INTERESTS; ACCEPTANCE
OF REMIC III BY THE TRUSTEE.

         The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey to the Trustee,
without recourse all the right, title and interest of the Depositor in and to
the REMIC II Regular Interests for the benefit of the Class R-2 Interest and
REMIC III (as holder of the REMIC II Regular Interests). The Trustee
acknowledges receipt of the REMIC II 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 the Class R-2 Interest and REMIC III (as holder of
the REMIC II Regular Interests). The rights of the Holders of the Class R-2
Interest and REMIC III (as holder of the REMIC II Regular Interests) to receive
distributions from the proceeds of REMIC III in respect of the Class R-2
Interest and REMIC III Regular Interests, respectively, and all ownership
interests evidenced or constituted by the Class R-2 Interest and the REMIC III
Regular Interests, shall be as set forth in this Agreement.

         Section 2.09. CONVEYANCE OF THE REMIC III REGULAR INTERESTS; ACCEPTANCE
OF REMIC IV BY THE TRUSTEE.

         The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey to the Trustee,
without recourse all the right, title and interest of the Depositor in and to
the REMIC III Regular Interests for the benefit of the Class R-3 Interest and
REMIC IV (as holder of the REMIC III Regular Interests). The Trustee
acknowledges receipt of the REMIC III 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 the Class R-3 Interest and REMIC IV (as holder of
the REMIC III Regular Interests). The rights of the Holder of the Class R-3
Interest and REMIC IV (as holder of the REMIC III Regular Interests) to receive
distributions from the proceeds of REMIC IV in respect of the Class R-3 Interest
and REMIC IV Regular Interests, respectively, and all ownership interests
evidenced or constituted by the Class R-3 Interest and the REMIC IV Regular
Interests, shall be as set forth in this



                                      -68-
<PAGE>



Agreement. The Class R-3 Interest and the REMIC IV Regular Interests shall
constitute the entire beneficial ownership interest in REMIC IV.

         Section 2.10. ISSUANCE OF CLASS II-R CERTIFICATES.

         The Trustee acknowledges the assignment to it of the REMIC II Regular
Interests and the REMIC III Regular Interests and, concurrently therewith and in
exchange therefor, pursuant to the written request of the Depositor executed by
an officer of the Depositor, the Trustee has executed, authenticated and
delivered to or upon the order of the Depositor, the Class II-R Certificates in
authorized denominations. The Class II-R Certificates evidence ownership in the
Class R-1 Interest, the Class R-2 Interest and the Class R-3 Interest.

         Section 2.11. ESTABLISHMENT OF TRUST.

         The Depositor does hereby establish, pursuant to the further provisions
of this Agreement and the laws of the State of New York, an express trust to be
known, for convenience, as "Nomura Asset Acceptance Corporation, Alternative
Loan Trust, Series 2005-AP1" and does hereby appoint Wells Fargo Bank, National
Association, as Trustee in accordance with the provisions of this Agreement.







                                      -69-
<PAGE>


                                  ARTICLE III

            ADMINISTRATION AND SERVICING OF THE GMACM MORTGAGE LOANS

         Section 3.01. GMACM TO ACT AS SERVICER OF THE GMACM MORTGAGE LOANS.

         GMACM shall service and administer the GMACM Mortgage Loans on behalf
of the Trust and in the best interest of and for the benefit of the
Certificateholders (as determined by GMACM in its reasonable judgment) in
accordance with the terms of this Agreement and the GMACM Mortgage Loans and to
the extent consistent with such terms and in accordance with and exercising the
same care in performing those practices that GMACM customarily employs and
exercises in servicing and administering mortgage loans for its own account
(including, compliance with all applicable federal, state and local laws).

         To the extent consistent with the foregoing, GMACM shall seek the
timely and complete recovery of principal and interest on the Mortgage Notes
related to the GMACM Mortgage Loans and shall waive a Prepayment Charge only
under the following circumstances: (i) such waiver is standard and customary in
servicing similar mortgage loans and (ii) either (A) such waiver is related to a
default or reasonably foreseeable default and would, in the reasonable judgment
of GMACM, maximize recovery of total proceeds taking into account the value of
such Prepayment Charge and the related GMACM Mortgage Loan and, if such waiver
is made in connection with a refinancing of the related GMACM Mortgage Loan,
such refinancing is related to a default or a reasonably foreseeable default or
(B) such waiver is made in connection with a refinancing of the related GMACM
Mortgage Loan unrelated to a default or a reasonably foreseeable default where
(x) the related Mortgagor has stated to GMACM an intention to refinance the
related GMACM Mortgage Loan and (y) GMACM has concluded in its reasonable
judgment that the waiver of such Prepayment Charge would induce such Mortgagor
to refinance with GMACM or (iii) GMACM reasonably believes such Prepayment
Charge is unenforceable in accordance with applicable law or the collection of
such related Prepayment Charge would otherwise violate applicable law. If a
Prepayment Charge is waived as permitted by meeting both of the standards
described in clauses (i) and (ii)(B) above, then GMACM is required to pay the
amount of such waived Prepayment Charge (the "Servicer Prepayment Charge Payment
Amount"), for the benefit of the Holders of the Class I-P Certificates if the
waiver relates to a Group I Mortgage Loan or for the benefit of the Holders of
the Class II-P Certificates if the waiver relates to a Group II Mortgage Loan,
by depositing such amount into the Custodial Account within 90 days of notice or
discovery of such waiver meeting the standard set forth in both clauses (i) and
(ii)(B) above; provided, however, that GMACM shall not waive more than 5% of the
Prepayment Charges (by number of Prepayment Charges) set forth on the Prepayment
Charge Schedule in accordance with clauses (i) and (ii)(B) above.
Notwithstanding any other provisions of this Agreement, any payments made by
GMACM in respect of any waived Prepayment Charges pursuant to clauses (i) and
(ii)(B) above and the preceding sentence shall be deemed to be paid outside of
the Trust Fund.

         Subject only to the above-described applicable servicing standards (the
"Accepted Servicing Practices") and the terms of this Agreement and of the
respective GMACM Mortgage Loans, GMACM shall have full power and authority,
acting alone and/or through subservicers as




                                      -70-
<PAGE>



provided in Section 3.03, to do or cause to be done any and all things that it
may deem necessary or desirable in connection with such servicing and
administration, including but not limited to, the power and authority, subject
to the terms hereof (i) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (ii) to consent to transfers of any related Mortgaged
Property and assumptions of the Mortgage Notes and related Mortgages (but only
in the manner provided herein), (iii) to collect any Insurance Proceeds and
other Liquidation Proceeds, and (iv) subject to Section 3.09, to effectuate
foreclosure or other conversion of the ownership of the Mortgaged Property
securing any GMACM Mortgage Loan.

         Without limiting the generality of the foregoing, GMACM, in its own
name or in the name of the Trust, the Depositor or the Trustee, is hereby
authorized and empowered by the Trust, the Depositor and the Trustee, when GMACM
believes it appropriate in its reasonable judgment, to execute and deliver, on
behalf of the Trustee, the Depositor, the Certificateholders or any of them, any
and all instruments of satisfaction or cancellation, or of partial or full
release or discharge and all other comparable instruments, with respect to the
GMACM Mortgage Loans, and with respect to the related Mortgaged Properties held
for the benefit of the Certificateholders. GMACM shall prepare and deliver to
the Depositor and/or the Trustee such documents requiring execution and delivery
by any or all of them as are necessary or appropriate to enable GMACM to service
and administer the GMACM Mortgage Loans. Upon receipt of such documents, the
Depositor and/or the Trustee shall execute such documents and deliver them to
GMACM. In addition, the Trustee shall execute, at the written request of GMACM,
and furnish to GMACM any special or limited powers of attorney agreeable to the
Trustee and its counsel for each county in which a Mortgaged Property is located
and other documents necessary or appropriate to enable GMACM to carry out its
servicing and administrative duties hereunder, provided such limited powers of
attorney or other documents shall be prepared by GMACM and submitted to the
Trustee for review prior to execution.

         In accordance with the standards of the first paragraph of this Section
3.01, GMACM shall advance or cause to be advanced funds as necessary for the
purpose of effecting the payment of taxes and assessments on the Mortgaged
Properties relating to the GMACM Mortgage Loans in order to preserve the lien on
the Mortgaged Property, which advances shall be reimbursable in the first
instance from related collections from the Mortgagors pursuant to Section 4.04,
and further as provided in Section 4.02. All costs incurred by GMACM, if any, in
effecting the payments of such taxes and assessments on the related Mortgaged
Properties and related insurance premiums shall not, for the purpose of
calculating monthly distributions to the Certificateholders, be added to the
Stated Principal Balance under the related GMACM Mortgage Loans, notwithstanding
that the terms of such GMACM Mortgage Loans so permit.

         Section 3.02. DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS.

         (a) Except as otherwise provided in this Section 3.02, when any
Mortgaged Property relating to a GMACM Mortgage Loan has been or is about to be
conveyed by the Mortgagor, GMACM shall to the extent that it has knowledge of
such conveyance, 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



                                      -71-
<PAGE>



adversely affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing, GMACM shall not be required to exercise such
rights with respect to a GMACM Mortgage Loan if the Person to whom the related
Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the
terms and conditions contained in the Mortgage Note and Mortgage related thereto
and the consent of the mortgagee under such Mortgage Note or Mortgage is not
otherwise so required under such Mortgage Note or Mortgage as a condition to
such transfer. In the event that GMACM is prohibited by law from enforcing any
such due-on-sale clause, or if coverage under any Required Insurance Policy
would be adversely affected, or if nonenforcement is otherwise permitted
hereunder, GMACM is authorized, subject to Section 3.02(b), to take or enter
into an assumption and modification agreement from or with the person to whom
such property has been or is about to be conveyed, pursuant to which such person
becomes liable under the Mortgage Note and, unless prohibited by applicable
state law, the Mortgagor remains liable thereon, provided that the related GMACM
Mortgage Loan shall continue to be covered (if so covered before GMACM enters
such agreement) by the applicable Required Insurance Policies. GMACM, subject to
Section 3.02(b), is also authorized with the prior approval of the insurers
under any Required Insurance Policies to enter into a substitution of liability
agreement with such Person, pursuant to which the original Mortgagor is released
from liability and such Person is substituted as Mortgagor and becomes liable
under the Mortgage Note. Notwithstanding the foregoing, GMACM shall not be
deemed to be in default under this Section 3.02(a) by reason of any transfer or
assumption that GMACM reasonably believes it is restricted by law from
preventing.

         (b) Subject to GMACM's duty to enforce any due-on-sale clause to the
extent set forth in Section 3.02(a), in any case in which a Mortgaged Property
related to a GMACM Mortgage Loan has been conveyed to a Person by a Mortgagor,
and such Person is to enter into an assumption agreement or modification
agreement or supplement to the Mortgage Note or Mortgage that 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 related GMACM Mortgage
Loan, GMACM shall prepare and deliver or cause to be prepared and delivered to
the Trustee for signature and shall direct, in writing, the Trustee to execute
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. In connection with any such assumption, no material term of the
Mortgage Note (including, but not limited to, the Mortgage Rate, the amount of
the Scheduled Payment and any other term affecting the amount or timing of
payment on the related Mortgage Loan) may be changed. In addition, the
substitute Mortgagor and the Mortgaged Property must be acceptable to GMACM in
accordance with the servicing standard set forth in Section 3.01. GMACM shall
notify the Trustee that any such substitution or assumption agreement has been
completed by forwarding to the Custodian the original of such substitution or
assumption agreement, which in the case of the original shall be added to the
related Mortgage File and shall, for all purposes, be considered a part of such
Mortgage File to the same extent as all other documents and instruments
constituting a part thereof. Any fee collected by GMACM for entering into an
assumption or substitution of liability agreement will be retained by GMACM as
additional servicing compensation.




                                      -72-
<PAGE>


         Section 3.03. SUBSERVICERS.

         GMACM shall perform all of its servicing responsibilities hereunder or
may cause a subservicer to perform any such servicing responsibilities on its
behalf, but the use by GMACM of a subservicer shall not release GMACM from any
of its obligations hereunder with respect to the related GMACM Mortgage Loans.
GMACM shall pay all fees of each of its subservicers from its own funds, and a
subservicer's fee shall not exceed the Servicing Fee payable to GMACM hereunder.

         At the cost and expense of GMACM, without any right of reimbursement
from its Custodial Account, GMACM shall be entitled to terminate the rights and
responsibilities of a subservicer and arrange for any servicing responsibilities
to be performed by a successor subservicer; provided, however, that nothing
contained herein shall be deemed to prevent or prohibit GMACM, at its option,
from electing to service the related GMACM Mortgage Loans itself. In the event
that GMACM's responsibilities and duties under this Agreement are terminated
pursuant to Section 8.03, GMACM shall at its own cost and expense terminate the
rights and responsibilities of each subservicer with respect to the GMACM
Mortgage Loans effective as of the date of GMACM's termination. GMACM shall pay
all fees, expenses or penalties necessary in order to terminate the rights and
responsibilities of each subservicer from GMACM's own funds without
reimbursement from the Trust Fund.

         Notwithstanding the foregoing, GMACM shall not be relieved of its
obligations hereunder with respect to the Mortgage Loans and shall be obligated
to the same extent and under the same terms and conditions as if it alone were
servicing and administering the GMACM Mortgage Loans. GMACM shall be entitled to
enter into an agreement with a subservicer for indemnification of GMACM by the
subservicer and nothing contained in this Agreement shall be deemed to limit or
modify such indemnification.

         Any subservicing agreement and any other transactions or services
relating to the GMACM Mortgage Loans involving a subservicer shall be deemed to
be between such subservicer and GMACM alone, and the Trustee shall not have any
obligations, duties or liabilities with respect to such subservicer including
any obligation, duty or liability of the Trustee to pay such subservicer's fees
and expenses or any differential in the amount of the servicing fee paid
hereunder and the amount necessary to induce any successor servicer to act as
successor servicer under this Agreement and the transactions provided for in
this Agreement. For purposes of remittances to the Trustee pursuant to this
Agreement, GMACM shall be deemed to have received a payment on a GMACM Mortgage
Loan when a subservicer has received such payment.

         Section 3.04. DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF GMACM TO BE
HELD FOR TRUSTEE.

         Notwithstanding any other provisions of this Agreement, GMACM shall
transmit to the Trustee as required by this Agreement all documents and
instruments in respect of a GMACM Mortgage Loan coming into the possession of
GMACM from time to time and shall account fully to the Trustee for any funds
received by GMACM or that otherwise are collected by GMACM as Liquidation
Proceeds or Insurance Proceeds in respect of any such Mortgage Loan.



                                      -73-
<PAGE>



All Mortgage Files and funds collected or held by, or under the control of,
GMACM in respect of any GMACM Mortgage Loans, whether from the collection of
principal and interest payments or from Liquidation Proceeds, including but not
limited to, any funds on deposit in the Custodial Accounts maintained by GMACM,
shall be held by GMACM for and on behalf of the Trustee and shall be and remain
the sole and exclusive property of the Trustee, subject to the applicable
provisions of this Agreement. GMACM also agrees that it shall not create, incur
or subject any Mortgage File or any funds that are deposited in the Custodial
Accounts maintained by GMACM, any Distribution Account or in any Escrow Account,
or any funds that otherwise are or may become due or payable to the Trustee for
the benefit of the Certificateholders, to any claim, lien, security interest,
judgment, levy, writ of attachment or other encumbrance, or assert by legal
action or otherwise any claim or right of set off against any Mortgage File or
any funds collected on, or in connection with, a GMACM Mortgage Loan, except,
however, that GMACM shall be entitled to set off against and deduct from any
such funds any amounts that are properly due and payable to GMACM under this
Agreement.

         Section 3.05. MAINTENANCE OF HAZARD INSURANCE.

         (a) GMACM shall cause to be maintained for each GMACM Mortgage Loan
hazard insurance with extended coverage on the Mortgaged Property in an amount
which is at least equal to the lesser of (i) the Stated Principal Balance of
such GMACM Mortgage Loan and (ii) the amount necessary to fully compensate for
any damage or loss to the improvements that are a part of such property on a
replacement cost basis, in each case in an amount not less than such amount as
is necessary to avoid the application of any coinsurance clause contained in the
related hazard insurance policy. GMACM shall also cause to be maintained hazard
insurance with extended coverage on each REO Property related to a GMACM
Mortgage Loan in an amount which is at least equal to the lesser of (i) the
maximum insurable value of the improvements which are a part of such REO
Property and (ii) the Stated Principal Balance of the related GMACM Mortgage
Loan at the time it became an REO Property. GMACM will comply in the performance
of this Agreement with all reasonable rules and requirements of each insurer
under any such hazard policies. Any amounts collected by GMACM under any such
policies (other than amounts to be applied to the restoration or repair of the
property subject to the related Mortgage or amounts to be released to the
Mortgagor in accordance with the procedures that GMACM would follow in servicing
loans held for its own account, subject to the terms and conditions of the
related Mortgage and Mortgage Note and in accordance with the servicing standard
set forth in Section 3.01) shall be deposited in the related Custodial Account
maintained by GMACM, subject to withdrawal pursuant to Section 4.02. Any cost
incurred by GMACM in maintaining any such insurance shall not, for the purpose
of calculating distributions to Certificateholders, be added to the Stated
Principal Balance of the related GMACM Mortgage Loan, notwithstanding that the
terms of such GMACM Mortgage Loan so permit. It is understood and agreed that no
earthquake or other additional insurance is to be required of any Mortgagor
other than pursuant to such applicable laws and regulations as shall at any time
be in force and as shall require such additional insurance. If the Mortgaged
Property or REO Property relating to a GMACM Mortgage Loan is at any time in an
area identified in the Federal Register by the Federal Emergency Management
Agency as having special flood hazards and flood insurance has been made
available, GMACM shall cause to be maintained a flood insurance policy in
respect thereof. Such flood insurance shall be in an amount equal to the lesser
of (i) the



                                      -74-
<PAGE>



Stated Principal Balance of the related GMACM Mortgage Loan 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 GMACM shall obtain and maintain a blanket policy with
an insurer having a General Policy Rating of B:VI or better in Best's Key Rating
Guide (or such other rating that is comparable to such rating) insuring against
hazard losses on all of the GMACM Mortgage Loans, it shall conclusively be
deemed to have satisfied its obligations as set forth in the first two sentences
of this Section 3.05, it being understood and agreed that such policy may
contain a deductible clause, in which case GMACM shall, in the event that there
shall not have been maintained on the related Mortgaged Property or REO Property
a policy complying with the first two sentences of this Section 3.05, and there
shall have been one or more losses which would have been covered by such policy,
deposit to the related Custodial Account maintained by GMACM from its own funds
the amount not otherwise payable under the blanket policy because of such
deductible clause. In connection with its activities as administrator and
servicer of the Mortgage Loans, GMACM agrees to prepare and present, on behalf
of itself, the Trustee and Certificateholders, claims under any such blanket
policy in a timely fashion in accordance with the terms of such policy.

         (b) GMACM shall keep in force during the term of this Agreement a
policy or policies of insurance covering errors and omissions for failure in the
performance of GMACM's obligations under this Agreement, which policy or
policies shall be in such form and amount that would meet the requirements of
Fannie Mae or Freddie Mac if it were the purchaser of the related GMACM Mortgage
Loans, unless GMACM has obtained a waiver of such requirements from Fannie Mae
or Freddie Mac. GMACM shall provide the Trustee, upon request, with copies of
such insurance policies and fidelity bond. GMACM shall also maintain a fidelity
bond in the form and amount that would meet the requirements of Fannie Mae or
Freddie Mac, unless GMACM has obtained a waiver of such requirements from Fannie
Mae or Freddie Mac. GMACM shall be deemed to have complied with this provision
if an Affiliate of GMACM has such errors and omissions and fidelity bond
coverage and, by the terms of such insurance policy or fidelity bond, the
coverage afforded thereunder extends to GMACM. Any such errors and omissions
policy and fidelity bond shall by its terms not be cancelable without thirty
days' prior written notice to the Trustee. GMACM shall also cause its
subservicers to maintain a policy of insurance covering errors and omissions and
a fidelity bond which would meet such requirements.

         Section 3.06. PRESENTMENT OF CLAIMS AND COLLECTION OF PROCEEDS.

         GMACM shall prepare and present on behalf of the Trustee and the
Certificateholders all claims under the Insurance Policies and take such actions
(including the negotiation, settlement, compromise or enforcement of the
insured's claim) as shall be necessary to realize recovery under such Insurance
Policies. Any proceeds disbursed to GMACM in respect of such Insurance Policies
shall, within two Business Days of its receipt, be deposited in the related
Custodial Account maintained by GMACM upon receipt, except that any amounts
realized that are to be applied to the repair or restoration of the related
Mortgaged Property as a condition precedent to



                                      -75-
<PAGE>



the presentation of claims on the related GMACM Mortgage Loan to the insurer
under any applicable Insurance Policy need not be so deposited (or remitted).

         Section 3.07. MAINTENANCE OF INSURANCE POLICIES.

         GMACM shall not take any action that would result in noncoverage under
any applicable Insurance Policy of any loss which, but for the actions of GMACM
would have been covered thereunder. GMACM shall use its best efforts to keep in
force and effect (to the extent that the related Mortgage Loan requires the
Mortgagor to maintain such insurance), any applicable Insurance Policy. GMACM
shall not cancel or refuse to renew any Insurance Policy that is in effect at
the date of the initial issuance of the Mortgage Note and is required to be kept
in force hereunder.

         Section 3.08. RESERVED.

         Section 3.09. REALIZATION UPON DEFAULTED GMACM MORTGAGE LOANS;
DETERMINATION OF EXCESS LIQUIDATION PROCEEDS AND REALIZED LOSSES; REPURCHASES OF
CERTAIN GMACM MORTGAGE LOANS.

         (a) GMACM shall use reasonable efforts to foreclose upon or otherwise
comparably convert the ownership of properties securing such of the GMACM
Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments. In
connection with such foreclosure or other conversion, GMACM shall follow such
practices and procedures as it shall deem necessary or advisable and as shall be
normal and usual in its general mortgage servicing activities and the
requirements of the insurer under any Required Insurance Policy; provided that
GMACM shall not be required to expend its own funds in connection with any
foreclosure 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 related GMACM Mortgage Loan after reimbursement to itself of
such expenses and (ii) that such expenses will be recoverable to it through
Liquidation Proceeds (respecting which it shall have priority for purposes of
withdrawals from the related Custodial Account maintained by GMACM pursuant to
Section 4.02). If GMACM reasonably believes that Liquidation Proceeds with
respect to any such GMACM Mortgage Loan would not be increased as a result of
such foreclosure or other action, such GMACM Mortgage Loan will be charged-off
and will become a Liquidated Loan. GMACM will give notice of any such charge-off
to the Trustee. GMACM shall be responsible for all other costs and expenses
incurred by it in any such proceedings; provided that such costs and expenses
shall be Servicing Advances and that it shall be entitled to reimbursement
thereof from the proceeds of liquidation of the related Mortgaged Property, as
contemplated in Section 4.02. If GMACM has knowledge that a Mortgaged Property
that GMACM is contemplating acquiring in foreclosure or by deed-in-lieu of
foreclosure is located within a one-mile radius of any site with environmental
or hazardous waste risks known to GMACM, GMACM shall, prior to acquiring the
Mortgaged Property, consider such risks and only take action in accordance with
its established environmental review procedures.

         With respect to any REO Property related to a GMACM Mortgage Loan, the
deed or certificate of sale shall be taken in the name of the Trustee for the
benefit of the Certificateholders (or the Trustee's nominee on behalf of the
Certificateholders). The Trustee's



                                      -76-
<PAGE>



name shall be placed on the title to such REO Property solely as the Trustee
hereunder and not in its individual capacity. GMACM shall ensure that the title
to such REO Property references this Agreement and the Trustee's capacity
hereunder. Pursuant to its efforts to sell such REO Property, GMACM shall either
itself or through an agent selected by GMACM protect and conserve such REO
Property in the same manner and to such extent as is customary in the locality
where such REO Property is located and may, incident to its conservation and
protection of the interests of the Certificateholders, rent the same, or any
part thereof, as GMACM deems to be in the best interest of GMACM and the
Certificateholders for the period prior to the sale of such REO Property. GMACM
shall prepare for and deliver to the Trustee a statement with respect to each
REO Property that has been rented showing the aggregate rental income received
and all expenses incurred in connection with the management and maintenance of
such REO Property at such times as is necessary to enable the Trustee to comply
with the reporting requirements of the REMIC Provisions. The net monthly rental
income, if any, from such REO Property shall be deposited in the Custodial
Account maintained by GMACM no later than the close of business on each
Determination Date. GMACM shall perform the tax reporting and withholding
related to foreclosures, abandonments and cancellation of indebtedness income as
specified by Sections 6050H, 6050J and 6050P of the Code by preparing and filing
such tax and information returns, as may be required.

         In the event that the Trust Fund acquires any Mortgaged Property as
aforesaid or otherwise in connection with a default or imminent default on a
GMACM Mortgage Loan, GMACM shall dispose of such Mortgaged Property prior to
three years after its acquisition by the Trust Fund or, at the expense of the
Trust Fund, request from the Internal Revenue Service more than 60 days prior to
the day on which such three-year period would otherwise expire, an extension of
the three-year grace period. The Trustee shall be supplied with an Opinion of
Counsel (such opinion not to be an expense of the Trustee or the Trust Fund) to
the effect that the holding by the Trust Fund of such Mortgaged Property
subsequent to such three-year period will not result in the imposition of taxes
on "prohibited transactions" of REMIC I, REMIC II, REMIC III or REMIC IV as
defined in section 860F of the Code or cause either REMIC I, REMIC II, REMIC III
or REMIC IV to fail to qualify as a REMIC at any time that any Certificates are
outstanding, in which case the Trust Fund may continue to hold such Mortgaged
Property (subject to any conditions contained in such Opinion of Counsel).
Notwithstanding any other provision of this Agreement, no Mortgaged Property
acquired by the Trust Fund shall be rented (or allowed to continue to be rented)
or otherwise used for the production of income by or on behalf of the Trust Fund
in such a manner or pursuant to any terms that would (i) cause such Mortgaged
Property to fail to qualify as "foreclosure property" within the meaning of
section 860G(a)(8) of the Code or (ii) subject any of REMIC I, REMIC II, REMIC
III or REMIC IV to the imposition of any federal, state or local income taxes on
the income earned from such Mortgaged Property under section 860G(c) of the Code
or otherwise, unless GMACM has agreed to indemnify and hold harmless the Trust
Fund with respect to the imposition of any such taxes.

         The decision of GMACM to foreclose on a defaulted GMACM Mortgage Loan
shall be subject to a determination by GMACM that the proceeds of such
foreclosure would exceed the costs and expenses of bringing such a proceeding.
The income earned from the management of any Mortgaged Properties acquired
through foreclosure or other judicial proceeding, net of



                                      -77-
<PAGE>



reimbursement to GMACM for expenses incurred (including any property or other
taxes) in connection with such management and net of unreimbursed Servicing
Fees, Advances, Servicing Advances and any management fee paid or to be paid
with respect to the management of such Mortgaged Property, shall be applied to
the payment of principal of, and interest on, the defaulted GMACM Mortgage Loans
(with interest accruing as though such GMACM Mortgage Loans were still current)
and all such income shall be deemed, for all purposes in the Agreement, to be
payments on account of principal and interest on the related Mortgage Notes and
shall be deposited into the related Custodial Account. To the extent the income
received during a Prepayment Period is in excess of the amount attributable to
amortizing principal and accrued interest at the related Mortgage Rate on the
related GMACM Mortgage Loan, such excess shall be considered to be a partial
Principal Prepayment for all purposes hereof.

         The Liquidation Proceeds from any liquidation of a GMACM Mortgage Loan,
net of any payment to GMACM as provided above, shall be deposited in the related
Custodial Account maintained by GMACM on the next succeeding Determination Date
following receipt thereof for distribution on the related Distribution Date,
except that any Excess Liquidation Proceeds shall be retained by GMACM as
additional servicing compensation.

         The proceeds of any Liquidated Loan, as well as any recovery resulting
from a partial collection of Liquidation Proceeds or any income from an REO
Property, shall be applied in the following order of priority: first, to
reimburse GMACM for any related unreimbursed Servicing Advances and Servicing
Fees, pursuant to Section 4.02 or this Section 3.09; second, to reimburse GMACM
for any unreimbursed Advances, pursuant to Section 4.02 or this Section 3.09;
third, to accrued and unpaid interest (to the extent no Advance has been made
for such amount) on the GMACM Mortgage Loan or related REO Property, at the Net
Mortgage Rate to the first day of the month in which such amounts are required
to be distributed; and fourth, as a recovery of principal of the GMACM Mortgage
Loan.

                  (b) On each Determination Date, GMACM shall determine the
respective aggregate amounts of Excess Liquidation Proceeds and Realized Losses,
if any, with respect to any GMACM Mortgage Loan for the related Prepayment
Period.

                  (c) GMACM has no intent to foreclose on any GMACM Mortgage
Loan based on the delinquency characteristics as of the Closing Date; provided,
however, that the foregoing does not prevent GMACM from initiating foreclosure
proceedings on any date hereafter if the facts and circumstances of such GMACM
Mortgage Loans including delinquency characteristics in GMACM's discretion so
warrant such action.

         Section 3.10. SERVICING COMPENSATION.

         As compensation for its activities hereunder, GMACM shall be entitled
to retain or withdraw from its Custodial Accounts out of each payment of
interest on each GMACM Mortgage Loan included in the Trust Fund an amount equal
to the Servicing Fee. In addition, GMACM shall be entitled to recover unpaid
Servicing Fees out of Liquidation Proceeds, Insurance Proceeds or condemnation
proceeds to the extent permitted by Section 4.02.




                                      -78-
<PAGE>


         Additional servicing compensation with respect to GMACM Mortgage Loans
in the form of any Excess Liquidation Proceeds, assumption fees, late payment
charges, insufficient funds charges and ancillary income to the extent such fees
or charges are received by GMACM, all income and gain net of any losses realized
from Permitted Investments with respect to funds in or credited to the Custodial
Account maintained by GMACM shall be retained by GMACM to the extent not
required to be deposited in the related Custodial Account pursuant to Section
4.02. GMACM shall be required to pay all expenses incurred by it in connection
with its servicing activities hereunder (including payment of any premiums for
hazard insurance, as required by Section 3.05 and maintenance of the other forms
of insurance coverage required by Section 3.07) and shall not be entitled to
reimbursement therefor except as specifically provided in Section 4.02.

         Section 3.11. REO PROPERTY.

                  (a) In the event the Trust Fund acquires ownership of any REO
Property in respect of any related GMACM Mortgage Loan, the deed or certificate
of sale shall be issued to the Trustee, or to its nominee, on behalf of the
related Certificateholders. GMACM shall sell any REO Property as expeditiously
as possible and in accordance with the provisions of this Agreement. Pursuant to
its efforts to sell such REO Property, GMACM shall protect and conserve such REO
Property in the manner and to the extent required herein, in accordance with the
REMIC Provisions.

                  (b) GMACM shall deposit all funds collected and received in
connection with the operation of any REO Property into the related Custodial
Account maintained by GMACM.

                  (c) GMACM, upon the final disposition of any REO Property,
shall be entitled to reimbursement for any related unreimbursed Advances,
unreimbursed Servicing Advances or Servicing Fees from Liquidation Proceeds
received in connection with the final disposition of such REO Property;
provided, that any such unreimbursed Advances or Servicing Fees as well as any
unpaid Servicing Fees may be reimbursed or paid, as the case may be, prior to
final disposition, out of any net rental income or other net amounts derived
from such REO Property.

         Section 3.12. LIQUIDATION REPORTS.

         Upon the foreclosure of any Mortgaged Property or the acquisition
thereof by the Trust Fund pursuant to a deed-in-lieu of foreclosure, GMACM shall
submit a liquidation report to the Trustee containing such information as shall
be mutually acceptable to GMACM and the Trustee with respect to such Mortgaged
Property.

         Section 3.13. ANNUAL CERTIFICATE AS TO COMPLIANCE.

                  (a) GMACM shall deliver to the Depositor and the Trustee not
later than March 15th of each year commencing in 2006 (or, in each case, if such
day is not a Business Day, the immediately preceding Business Day), a
certificate of a Authorized Servicer Representative stating, as to each
signatory thereof, that (i) a review of the activities of GMACM during the
preceding calendar year and of performance under this Agreement has been made
under such



                                      -79-
<PAGE>



officers' supervision, and (ii) to the best of such officers' knowledge, based
on such review, GMACM has fulfilled all of its obligations under this Agreement
throughout such year, or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officers and the
nature and status thereof except for such defaults as such officer in its good
faith judgment believe to be immaterial.

                  (b) (i) GMACM shall deliver to the Depositor and the Trustee,
on or before March 15th of each year commencing in 2006, a certification
containing the information set forth in Exhibit L. Such certification shall be
signed by the senior officer in charge of servicing of GMACM. In addition, GMACM
shall provide such other information with respect to the GMACM Mortgage Loans
and the servicing and administration thereof within the control of GMACM which
shall be required to enable the Depositor and the Trustee to comply with the
reporting requirements of the Securities and Exchange Act of 1934, as amended
(the "Exchange Act").

                           (ii) GMACM shall indemnify and hold harmless the
Depositor, the Trustee and their respective officers, directors, agents and
affiliates from and against any losses, damages, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments and other costs and expenses
to the extent arising out of or based upon a breach by GMACM or any of its
officers, directors, agents or affiliates of its obligations under this Section
3.13(b), or a breach in any of the representations in the certification
delivered pursuant to clause (b)(i) above, or GMACM's gross negligence, bad
faith or willful misconduct in connection therewith. If the indemnification
provided for herein is unavailable to the Depositor and the Trustee as a result
of a court of law or other administrative or regulatory body with authority
holding such indemnification void on the basis of public policy or similar
reason or insufficient to hold harmless the Depositor or the Trustee, then GMACM
agrees that it shall contribute to the amount paid or payable by the Depositor
and the Trustee as a result of the losses, claims, damages or liabilities of the
Depositor or the Trustee in such proportion as is appropriate to reflect the
relative fault of the Trustee or the Depositor on the one hand and GMACM on the
other in connection with a breach of GMACM's obligations under this Section
3.13(b) or GMACM's gross negligence, bad faith or willful misconduct in
connection therewith or a breach of any of the representations in the
certification delivered pursuant to clause (b)(i) above with respect to the
matters covered by this Section 3.13(b)(ii).

         Section 3.14. ANNUAL INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS'
SERVICING REPORT.

         Not later than March 15th of each year, commencing in 2006, GMACM, at
its expense, shall cause a nationally recognized firm of independent certified
public accountants to furnish to GMACM a report stating that (i) it has obtained
a letter of representation regarding certain matters from the management of
GMACM which includes an assertion that GMACM has complied with certain minimum
residential mortgage loan servicing standards, identified in the Uniform Single
Attestation Program for Mortgage Bankers established by the Mortgage Bankers
Association of America, with respect to the servicing of residential mortgage
loans during the most recently completed fiscal or calendar year and (ii) on the
basis of an examination conducted by such firm in accordance with standards
established by the American Institute of Certified Public Accountants, such
representation is fairly stated in all material respects, subject to such


                                      -80-
<PAGE>



exceptions and other qualifications that may be appropriate. In rendering its
report such firm may rely, as to matters relating to the direct servicing of
residential mortgage loans by subservicers, upon comparable reports of firms of
independent certified public accountants rendered on the basis of examinations
conducted in accordance with the same standards (rendered within one year of
such report) with respect to those subservicers. Promptly upon receipt of such
report, GMACM shall furnish a copy of such report to the Depositor, the Trustee
and each Rating Agency. Copies of such statement shall be provided by the
Trustee to any Certificateholder upon request at GMACM's expense, provided that
such statement is delivered by GMACM to the Trustee.

         Section 3.15. BOOKS AND RECORDS.

         GMACM shall be responsible for maintaining, and shall maintain, a
complete set of books and records for the GMACM Mortgage Loans which shall be
appropriately identified in GMACM's computer system to clearly reflect the
ownership of the GMACM Mortgage Loans by the Trust. In particular, GMACM shall
maintain in its possession, available for inspection by the Trustee and shall
deliver to the Trustee upon reasonable prior request and during normal business
hours, evidence of compliance with all federal, state and local laws, rules and
regulations. To the extent that original documents are not required for purposes
of realization of Liquidation Proceeds or Insurance Proceeds, documents
maintained by GMACM may be in the form of microfilm or microfiche or such other
reliable means of recreating original documents, including, but not limited to,
optical imagery techniques so long as GMACM complies with the requirements of
Accepted Servicing Practices.

         GMACM shall maintain with respect to each GMACM Mortgage Loan and shall
upon reasonable prior request and during normal business hours make available
for inspection by the Trustee the related servicing file during the time such
GMACM Mortgage Loan is subject to this Agreement and thereafter in accordance
with applicable law.

         Section 3.16. THE TRUSTEE.

         The Trustee shall furnish the Servicers with any powers of attorney and
other documents prepared and submitted by the Servicers to the Trustee in a form
as mutually agreed upon and necessary or appropriate to enable the Servicers to
service and administer the related Mortgage Loans and REO Properties.

         The Trustee shall provide access to the records and documentation in
possession of the Trustee regarding the related Mortgage Loans and REO Property
and the servicing thereof to the Certificateholders, the FDIC, and the
supervisory agents and examiners of the FDIC, such access being afforded only
upon reasonable prior written request and during normal business hours at the
office of the Trustee; provided, however, that, unless otherwise required by
law, the Trustee shall not be required to provide access to such records and
documentation if the provision thereof would violate the legal right to privacy
of any Mortgagor. The Trustee shall allow representatives of the above entities
to photocopy any of the records and documentation and shall provide equipment
for that purpose at a charge that covers the Trustee's actual costs.




                                      -81-
<PAGE>



         The Trustee shall execute and deliver as directed in writing by the
Servicers any court pleadings, requests for trustee's sale or other documents
necessary or desirable to (i) the foreclosure or trustee's sale with respect to
a Mortgaged Property; (ii) any legal action brought to obtain judgment against
any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a
deficiency judgment against the Mortgagor; or (iv) enforce any other rights or
remedies provided by the Mortgage Note or Security Instrument or otherwise
available at law or equity.

         Section 3.17. REMIC-RELATED COVENANTS.

         For as long as each REMIC shall exist, the Trustee shall act in
accordance herewith to treat each REMIC as a REMIC, and the Trustee shall comply
with any directions of the Seller or the related Servicer regarding such
treatment. In particular, the Trustee shall not (a) knowingly sell or permit the
sale of all or any portion of the Mortgage Loans or of any investment of
deposits in an Account unless such sale is as a result of a repurchase of the
Mortgage Loans pursuant to this Agreement or the Trustee has received a REMIC
Opinion prepared at the expense of the Trust Fund; and (b) other than with
respect to a substitution pursuant to the Mortgage Loan Purchase Agreement or
Section 2.04 of this Agreement, as applicable, accept any contribution to any
REMIC after the Startup Day without receipt of a REMIC Opinion.

         Section 3.18. REIMBURSEMENT OF COSTS AND EXPENSES.

                  (a) To the extent that the costs and expenses of the Trustee
related to any termination of a Servicer, appointment of a Successor Servicer or
the transfer and assumption of servicing by the Trustee with respect to this
Agreement, the M&T Servicing Agreement or the GreenPoint Servicing Agreement
(including, without limitation, (i) all legal costs and expenses and all due
diligence costs and expenses associated with an evaluation of the potential
termination of the related Servicer as a result of an event of default by such
Person and (ii) all costs and expenses associated with the complete transfer of
servicing, including all servicing files and all servicing data and the
completion, correction or manipulation of such servicing data as may be required
by the Successor Servicer to correct any errors or insufficiencies in the
servicing data or otherwise to enable the successor servicer to service the
related Mortgage Loans in accordance with this Agreement, the M&T Servicing
Agreement or the GreenPoint Servicing Agreement) are not fully and timely
reimbursed by the related Servicer, the Trustee shall be entitled to
reimbursement of such costs and expenses from the related Distribution Account.

                  (b) If the Trustee acts as a Successor Servicer to a Servicer,
it will not assume liability for the representations and warranties of GMACM
contained herein, M&T under the M&T Servicing Agreement or GreenPoint under the
GreenPoint Servicing Agreement.

         Section 3.19. RELEASE OF MORTGAGE FILES.

                  (a) Upon becoming aware of the payment in full of any GMACM
Mortgage Loan, or the receipt by GMACM of a notification that payment in full
has been escrowed in a manner customary for such purposes for payment to
Certificateholders on the next Distribution Date, GMACM will promptly furnish to
the Trustee and the Custodian, on behalf of the Trustee, two copies of a request
for release substantially in the form attached to the Custodial Agreement



                                      -82-
<PAGE>



signed by a Authorized Servicer Representative or in a mutually agreeable
electronic format which will, in lieu of a signature on its face, originate from
a Authorized Servicer Representative (which certification shall include a
statement to the effect that all amounts received in connection with such
payment that are required to be deposited in the Custodial Account maintained by
GMACM pursuant to Article V have been or will be so deposited) and shall request
that the Custodian, on behalf of the Trustee, deliver to GMACM the related
Mortgage File. Within five (5) Business Days of receipt of such certification
and request, the Custodian, on behalf of the Trustee, shall release the related
Mortgage File to GMACM and the Trustee and Custodian shall have no further
responsibility with regard to such Mortgage File. Upon any such payment in full,
GMACM is authorized, to give, as agent for the Trustee, as the mortgagee under
the Mortgage that secured the related GMACM Mortgage Loan, an instrument of
satisfaction (or assignment of mortgage without recourse) regarding the
Mortgaged Property subject to the Mortgage, which instrument of satisfaction or
assignment, as the case may be, shall be delivered to the Person or Persons
entitled thereto against receipt therefor of such payment, it being understood
and agreed that no expenses incurred in connection with such instrument of
satisfaction or assignment, as the case may be, shall be chargeable to the
Custodial Account maintained by GMACM.

         (b) From time to time and as appropriate for the servicing or
foreclosure of any GMACM Mortgage Loan and in accordance with this Agreement,
the Trustee shall execute such documents as shall be prepared and furnished to
the Trustee by GMACM (in form reasonably acceptable to the Trustee) and as are
necessary to the prosecution of any such proceedings. The Custodian, on behalf
of the Trustee, shall, upon the written request of GMACM, and delivery to the
Custodian, on behalf of the Trustee, of two copies of a request for release
signed by a Authorized Servicer Representative substantially in the form
attached to the Custodial Agreement (or in a mutually agreeable electronic
format which will, in lieu of a signature on its face, originate from a
Authorized Servicer Representative), release the related Mortgage File held in
its possession or control to GMACM. Such request for release shall obligate
GMACM to return the Mortgage File to the Custodian on behalf of the Trustee,
when the need therefor by such Person no longer exists unless the GMACM Mortgage
Loan shall be liquidated, in which case, upon receipt of a certificate of a
Authorized Servicer Representative similar to that hereinabove specified, the
Mortgage File shall be released by the Custodian, on behalf of the Trustee, to
GMACM.

         Section 3.20. DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF GMACM TO BE
HELD FOR TRUSTEE.

                  (a) GMACM (to the extent required by this Agreement) shall
transmit to the Trustee or to Custodian such documents and instruments coming
into the possession of such Person from time to time as are required by the
terms hereof to be delivered to the Trustee or the Custodian. Any funds received
by GMACM in respect of any Mortgage Loan or which otherwise are collected by
GMACM as Liquidation Proceeds or Insurance Proceeds in respect of any GMACM
Mortgage Loan shall be held for the benefit of the Trustee and the
Certificateholders subject to the right of GMACM to retain its Servicing Fee and
other amounts as provided in this Agreement.




                                      -83-
<PAGE>



         Section 3.21. POSSESSION OF CERTAIN INSURANCE POLICIES AND DOCUMENTS.

         GMACM shall retain possession and custody of the originals (to the
extent available) of any Insurance Policies, or certificate of insurance if
applicable, and any certificates of renewal as to the foregoing as may be issued
from time to time as contemplated by this Agreement. Until all amounts
distributable in respect of the Certificates have been distributed in full, the
Trustee (or the Custodian, as directed by the Trustee) shall retain possession
and custody of each Mortgage File in accordance with and subject to the terms
and conditions of this Agreement.

         Section 3.22. SEC FILINGS.

                  (a) The Depositor shall prepare and file or caused to be
prepared and filed the initial Form 8-K. Within 15 days after each Distribution
Date, the Trustee shall, in accordance with industry standards, file with the
Commission via the Electronic Data Gathering and Retrieval System ("EDGAR"), a
Form 8-K with a copy of the statement to be furnished by the Trustee to the
Certificateholders for such Distribution Date as an exhibit thereto. Prior to
January 30, 2005, the Trustee shall, in accordance with industry standards, file
a Form 15 Suspension Notice with respect to the Trust Fund. Prior to March 30,
2006 and annually thereafter, if required, the Trustee shall, subject to
subsection (d) below, file a Form 10-K, in substance conforming to industry
standards, with respect to the Trust Fund. Such Form 10K shall be signed by the
Depositor and shall include, to the extent available, as exhibits (i) each
Servicer's annual statement of compliance described under Section 3.13 hereof,
or under the M&T Servicing Agreement or GreenPoint Servicing Agreement, as
applicable (ii) each Servicer's accountants report described under Section 3.14
or under the M&T Servicing Agreement or GreenPoint Servicing Agreement, as
applicable and (iii) the Form 10-K certification signed by the Depositor. If
items (i), (ii) and (iii) in the preceding sentence are not timely delivered,
the Trustee shall file an amended Form 10-K including such documents as exhibits
reasonably promptly after they are delivered to the Trustee. The Depositor shall
execute and the Trustee shall file each Form 8-K and the Form 15. The Depositor
agrees to promptly furnish to the Trustee, from time to time upon request, such
further information, reports and financial statements within its control related
to this Agreement and the Mortgage Loans as the Trustee reasonably deems
appropriate to prepare and file a Form 8-K and the Form 15 with the Commission.
The Trustee will reasonably cooperate with the Depositor in connection with any
additional filings with respect to the Trust Fund as the Depositor deems
necessary under the Exchange Act. Copies of all reports filed by the Trustee
under the Exchange Act shall be sent to the Depositor.

                  (b) In connection with the filing of any 10-K hereunder, the
Trustee shall sign a certification (in the form attached hereto as Exhibit M)
for the benefit of the Depositor regarding certain aspects of the Form 10-K
certification signed by the Depositor, provided, however, that the Trustee shall
not be required to undertake an analysis of any accountant's report attached as
an exhibit to the Form 10-K.

                  (c) (i) The Trustee shall indemnify and hold harmless the
Depositor and its officers, directors and Affiliates from and against any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments and other costs and



                                      -84-
<PAGE>



expenses arising out of or based upon a breach of the Trustee's obligations
under this Section 3.22 or the Trustee's gross negligence, bad faith or willful
misconduct in connection therewith.

                           (ii) The Depositor shall indemnify and hold harmless
the Trustee and its officers, directors and Affiliates from and against any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments and other costs and expenses arising out of or
based upon a breach of the obligations of the Depositor under this Section 3.22
or the Depositor's negligence, bad faith or willful misconduct in connection
therewith.

                           (iii) If the indemnification provided for herein is
unavailable or insufficient to hold harmless the Depositor or the Trustee, as
applicable, then the other party, in connection with a breach of its respective
obligations under this Section 3.22 or its respective gross negligence, bad
faith or willful misconduct in connection therewith, agrees that it shall
contribute to the amount paid or payable by the other party as a result of the
losses, claims, damages or liabilities of the other party in such proportion as
is appropriate to reflect the relative fault and the relative benefit of the
Depositor on the one hand and the Trustee on the other.

                  (d) Nothing shall be construed from the foregoing subsections
(a), (b) and (c) to require the Trustee or any officer, director or Affiliate
thereof to sign any Form 10-K or any certification contained therein.
Furthermore, the inability of the Trustee to file a Form 10-K as a result of the
lack of required information as set forth in Section 3.22(a) or required
signatures on such Form 10-K or any certification contained therein shall not be
regarded as a breach by the Trustee of any obligation under this Agreement.

                  (e) Notwithstanding the provisions of Section 11.01, this
Section 3.22 may be amended without the consent of the Certificateholders.

         Section 3.23. UCC.

         The Seller agrees to execute and file continuation statements for any
Uniform Commercial Code financing statements which the Seller has informed the
Trustee were filed on the Closing Date in connection with the Trust. The Seller
shall file any financing statements or amendments and continuation statements
thereto required by any change in the Uniform Commercial Code.

         Section 3.24. OPTIONAL PURCHASE OF DEFAULTED MORTGAGE LOANS.

         With respect to any Mortgage Loan which is delinquent in payment by 91
days or more or is an REO Property, the Seller shall have the right to purchase
such Mortgage Loan or REO Property from the Trust at a price equal to the
Purchase Price.

         The Seller shall remit to GMACM for deposit in the related Custodial
Account the amount of the Purchase Price for any such GMACM Mortgage Loan
purchased pursuant to this Section 3.24 or remit to the Trustee for deposit in
the related Distribution Account the amount of the Purchase Price for any M&T
Mortgage Loan or GreenPoint Mortgage Loan purchased pursuant to this Section
3.24, then the Trustee, upon receipt of the Purchase Price or receipt of


                                      -85-
<PAGE>



notification from the GMACM or the Depositor of the deposit of such Purchase
Price in the related Custodial Account, shall execute the assignment of such
Mortgage Loan at the request of the Seller without recourse, representation or
warranty to the Seller 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 Seller 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 3.25. ENFORCING OBLIGATIONS OF THE SERVICERS.

                  (a) Notwithstanding anything in this Agreement or the Credit
Risk Management Agreements to the contrary, the Trustee shall not have any duty
or obligation to enforce any Credit Risk Management Agreement or to supervise,
monitor or oversee the activities of the Credit Risk Manager or the Servicers
under the Credit Risk Management Agreements or this Agreement with respect to
any action taken or not taken by the related Servicer pursuant to a
recommendation of the Credit Risk Manager or otherwise in connection with
obligations of the Servicer under the related Credit Risk Management Agreement.
To the extent that the costs and expenses of the Trustee related to any
termination of a Servicer, appointment of a Successor Servicer or the transfer
and assumption of servicing by the Trustee with respect to this Agreement
(including, without limitation, (i) all legal costs and expenses and all due
diligence costs and expenses associated with an evaluation of the potential
termination of the related Servicer as a result of an event of default by such
Person and (ii) all costs and expenses associated with the complete transfer of
servicing, including all servicing files and all servicing data and the
completion, correction or manipulation of such servicing data as may be required
by the Successor Servicer to correct any errors or insufficiencies in the
servicing data or otherwise to enable the successor servicer to service the
related Mortgage Loans in accordance with this Agreement, the M&T Servicing
Agreement or the GreenPoint Servicing Agreement, as applicable) are not fully
and timely reimbursed by the related Servicer, the Trustee shall be entitled to
reimbursement of such costs and expenses from the related Distribution Account.

                  (b) If the Trustee acts as a Successor Servicer to a Servicer,
it will not assume liability for the representations and warranties of the
related Servicer contained in this Agreement, the M&T Servicing Agreement or the
GreenPoint Servicing Agreement.





                                      -86-
<PAGE>



                                   ARTICLE IV

                                    ACCOUNTS

         Section 4.01. COLLECTION OF MORTGAGE LOAN PAYMENTS; CUSTODIAL ACCOUNT.

                  (a) GMACM shall make reasonable efforts in accordance with
Accepted Servicing Practices to collect all payments called for under the terms
and provisions of the GMACM Mortgage Loans to the extent such procedures shall
be consistent with this Agreement and the terms and provisions of any related
Required Insurance Policy. Consistent with the foregoing, GMACM may in its
discretion (i) waive any late payment charge and (ii) extend the due dates for
payments due on a Mortgage Note for a GMACM Mortgage Loan for a period not
greater than 180 days; provided, however no such extension shall be materially
adverse to the Certificateholders. In the event of any such arrangement, GMACM
shall make Advances on the GMACM Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements, and shall be entitled to
reimbursement therefor in accordance with Section 5.01. GMACM shall not be
required to institute or join in litigation with respect to collection of any
payment (whether under a Mortgage, Mortgage Note or otherwise or against any
public or governmental authority with respect to a taking or condemnation) if it
reasonably believes that enforcing the provision of the Mortgage or other
instrument pursuant to which such payment is required is prohibited by
applicable law. In addition, if (x) a GMACM Mortgage Loan is in default or
default is imminent or (y) GMACM delivers to the Trustee a REMIC Opinion, GMACM
may, (A) amend the related Mortgage Note to reduce the Mortgage Rate applicable
thereto, provided that such reduced Mortgage Rate shall in no event be lower
than 4.50% with respect to any Mortgage Loan and (B) amend any Mortgage Note for
a GMACM Mortgage Loan to extend the maturity thereof.

                  (b) GMACM shall establish and maintain two segregated
Custodial Accounts (which shall at all times be Eligible Accounts) with a
depository institution in the name of GMACM for the benefit of the Trustee on
behalf of the Certificateholders and designated "Wells Fargo Bank, National
Association, as trustee for registered holders of Nomura Asset Acceptance
Corporation, Mortgage Pass-Through Certificates, Series 2005-AP1, Group I" and
"Wells Fargo Bank, National Association, as trustee for registered holders of
Nomura Asset Acceptance Corporation, Mortgage Pass-Through Certificates, Series
2005-AP1, Group II." On behalf of the Trust Fund, GMACM shall deposit or cause
to be deposited in the clearing account in which it customarily deposits
payments and collection on mortgage loans in connection with its mortgage loan
servicing activities on a daily basis and in no event more than one Business Day
after GMACM's receipt thereof, and shall thereafter deposit in the related
Custodial Account, in no event more than two Business Days after GMACM's receipt
thereof, except as otherwise specifically provided herein, the following
payments and collections remitted by subservicers or received by it in respect
of the GMACM Mortgage Loans subsequent to the Cut-off Date (other than in
respect of principal and interest due on the GMACM Mortgage Loans on or before
the Cut-off Date) and the following amounts required to be deposited hereunder:

                  (i) all payments on account of principal, including Principal
         Prepayments and Subsequent Recoveries, on the related GMACM Mortgage
         Loans;



                                      -87-
<PAGE>


                  (ii) all payments on account of interest on the related GMACM
         Mortgage Loans net of the related Servicing Fee permitted under Section
         3.10;

                  (iii) all Liquidation Proceeds, Insurance Proceeds and
         condemnation proceeds with respect to the related GMACM Mortgage Loans,
         other than proceeds to be applied to the restoration or repair of the
         related Mortgaged Property or released to the Mortgagor in accordance
         with GMACM's normal servicing procedures;

                  (iv) any amount required to be deposited by GMACM pursuant to
         Section 4.01(c) in connection with any losses on Permitted Investments;

                  (v) any amounts required to be deposited by GMACM pursuant to
         Section 3.05;

                  (vi) any amounts paid by an Advance Financing Person in
         respect of Advances or Servicing Advances;

                  (vii) any Prepayment Charges collected by GMACM in connection
         with the Principal Prepayment of any of the GMACM Mortgage Loans and
         any Servicer Prepayment Charge Payment Amounts;

                  (viii) the related Repurchase Price with respect to any GMACM
         Mortgage Loan purchased by the Seller pursuant to Section 2.02 or
         Section 2.03, any amounts which are to be treated pursuant to Section
         2.04 of this Agreement as the payment of such a Repurchase Price, and
         the Repurchase Price with respect to any GMACM Mortgage Loan purchased
         by the Depositor pursuant to Section 3.24; and

                  (ix) any other amounts required to be deposited hereunder.

                  The foregoing requirements for deposit by GMACM into the
Custodial Accounts shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, payments in the nature of late
payment charges or assumption fees, if collected, need not be deposited by
GMACM. In the event that GMACM shall deposit any amount not required to be
deposited and not otherwise subject to withdrawal pursuant to Section 4.02, it
may at any time withdraw or direct the institution maintaining its Custodial
Accounts, to withdraw such amount from such Custodial Accounts, any provision
herein to the contrary notwithstanding. Such withdrawal or direction may be
accomplished by delivering written notice thereof to the institution maintaining
its Custodial Accounts, that describes the amounts deposited in error in the
Custodial Accounts. GMACM shall maintain adequate records with respect to all
withdrawals made pursuant to this Section. All funds deposited in GMACM's
Custodial Accounts shall be held in trust for the related Certificateholders
until withdrawn in accordance with Section 4.02.

                  (c) The institution that maintains the Custodial Accounts with
respect to the GMACM Mortgage Loans, or other authorized entity shall invest the
funds in the Custodial Accounts, in the manner directed by GMACM, in Permitted
Investments which shall mature not later than the next succeeding Remittance
Date and shall not be sold or disposed of prior to its




                                      -88-
<PAGE>



maturity. All such Permitted Investments shall be made in the name of the
Trustee, for the benefit of the related Certificateholders. All income and gain
net of any losses realized from any such investment shall be for the benefit of
GMACM as servicing compensation and shall be remitted to it monthly as provided
herein. The amount of any losses incurred in GMACM's Custodial Accounts in
respect of any such investments shall be deposited by GMACM into such Custodial
Accounts, out of its own funds.

                  (d) GMACM shall give at least 30 days advance notice to the
Trustee, the Seller, each Rating Agency and the Depositor of any proposed change
of location of the Custodial Accounts relating to the GMACM Mortgage Loans prior
to any change thereof.

         Section 4.02. PERMITTED WITHDRAWALS FROM THE CUSTODIAL ACCOUNTS.

                  (a) GMACM may from time to time make withdrawals from the
related Custodial Account relating to the GMACM Mortgage Loans for the following
purposes:

                  (i) to pay itself (to the extent not previously paid to or
         withheld by GMACM), as servicing compensation in accordance with
         Section 3.10, that portion of any payment of interest that equals the
         Servicing Fee for the period with respect to which such interest
         payment was made, and, as additional servicing compensation, those
         other amounts set forth in Section 3.10;

                  (ii) to reimburse GMACM or an Advance Financing Person for (A)
         any unreimbursed Advances to the extent of amounts received which
         represent late recoveries of payments of principal and/or interest (net
         of the related Servicing Fees), Liquidation Proceeds and Insurance
         Proceeds on the GMACM Mortgage Loans with respect to which such
         Advances were made in accordance with the provisions of Section 5.01;
         and (B) any unreimbursed Advances with respect to the final liquidation
         of a GMACM Mortgage Loan that are Nonrecoverable Advances, but only to
         the extent that late recoveries of payments of principal and/or
         interest, Liquidation Proceeds and Insurance Proceeds received with
         respect to such GMACM Mortgage Loan are insufficient to reimburse GMACM
         or an Advance Financing Person for such unreimbursed Advances or (C)
         subject to Section 4.02(b), any unreimbursed Advances to the extent of
         Amounts Held For Future Distribution funds held in the Custodial
         Accounts relating to the GMACM Mortgage Loans that were not included in
         the Available Distribution Amount for the preceding Distribution Date;

                  (iii) to reimburse GMACM or an Advance Financing Person for
         any Nonrecoverable Advances;

                  (iv) to reimburse GMACM from Insurance Proceeds for Insured
         Expenses covered by the related Insurance Policy;

                  (v) to pay GMACM any unpaid Servicing Fees and to reimburse it
         or any Advance Financing Person for any unreimbursed Servicing
         Advances, provided, however, that GMACM's or such Advance Financing
         Person's right to reimbursement for Servicing Advances pursuant to this
         subclause (v) with respect to any GMACM



                                      -89-
<PAGE>



         Mortgage Loan shall be limited to amounts received on particular GMACM
         Mortgage Loan(s) (including, for this purpose, late recoveries of
         payments of principal and/or interest, Liquidation Proceeds, Insurance
         Proceeds, condemnation proceeds and purchase and repurchase proceeds)
         that represent late recoveries of the payments for which such Servicing
         Advances were made;

                  (vi) to pay to the Seller or the Depositor with respect to
         each GMACM Mortgage Loan or property acquired in respect thereof that
         has been purchased pursuant to Section 2.02, 2.03 or 3.24, all amounts
         received thereon and not taken into account in determining the related
         Stated Principal Balance of such repurchased GMACM Mortgage Loan;

                  (vii) to pay any expenses recoverable by GMACM pursuant to
         Section 7.04;

                  (viii) to withdraw any amount deposited in the Custodial
         Accounts relating to the GMACM Mortgage Loans and not required to be
         deposited therein; and

                  (ix) to clear and terminate the related Custodial Account
         relating to the GMACM Mortgage Loans upon the exercise of the Optional
         Termination pursuant to Section 10.01 hereof.

         In addition, no later than 3:00 p.m. Eastern time on the Remittance
Date, GMACM shall withdraw from the related Custodial Account and remit to the
Trustee (a) all amounts deposited in the related Custodial Account as of the
close of business on the last day of the related Due Period (net of charges
against or withdrawals from the related Custodial Account pursuant to this
Section 4.02), plus (b) all Advances, if any, which GMACM is obligated to make
pursuant to Section 5.01, minus (c) any amounts attributable to Principal
Prepayments, Liquidation Proceeds, Insurance Proceeds or condemnation proceeds
received after the applicable Prepayment Period, which amounts shall be remitted
on the following Remittance Date, together with any Compensating Interest
required to be deposited in the related Custodial Account in connection with
such Principal Prepayment in accordance with Section 5.02, and minus (d) any
amounts attributable to Scheduled Payments collected but due on a Due Date or
Due Dates subsequent to the first day of the month in which such Remittance Date
occurs, which amounts shall be remitted on the Remittance Date next succeeding
the Due Date related to such Scheduled Payment.

         With respect to any remittance received by the Trustee after the
Business Day on which such payment was due, the Trustee shall send written
notice thereof to GMACM. GMACM shall pay to the Trustee interest on any such
late payment by GMACM at an annual rate equal to Prime Rate (as defined in The
Wall Street Journal) plus one percentage point, but in no event greater than the
maximum amount permitted by applicable law. Such interest shall be paid by GMACM
to the Trustee on the date such late payment is made and shall cover the period
commencing with the day following the Business Day on which such payment was due
and ending with the Business Day on which such payment is made, both inclusive.
The payment by GMACM of any such interest, or the failure of the Trustee to
notify GMACM of such interest, shall not be deemed an extension of time for
payment or a waiver of any Servicer Default by GMACM.



                                      -90-
<PAGE>



         GMACM 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 subclauses (i), (ii), (iv), (v) and (vi) above.
Prior to making any withdrawal from the Custodial Account relating to the GMACM
Mortgage Loans pursuant to subclause (iii), GMACM shall deliver to the Trustee
an Officer's Certificate of a Authorized Servicer Representative indicating the
amount of any previous Advance or Servicing Advance determined by GMACM to be a
Nonrecoverable Advance and identifying the related GMACM Mortgage Loan(s), and
their respective portions of such Nonrecoverable Advance.

                  (b) Notwithstanding the foregoing, any Amounts Held For Future
Distribution withdrawn by GMACM as permitted in Section 4.02(a)(ii) in
reimbursement of Advances previously made by GMACM shall be appropriately
reflected in GMACM's records and replaced by GMACM by deposit in the related
Custodial Account, no later than the close of business on any future Remittance
Date on which the funds on deposit in the related Custodial Account shall be
less than the amount required to be remitted to the Trust on such Remittance
Date; provided, however that if the rating of GMACM (including any Successor
Servicer) is less than "BBB", GMACM shall be required to replace such funds by
deposit to the Distribution Account, no later than the close of business on the
Remittance Date immediately following the Due Period or Prepayment Period for
which such amounts relate.

         Section 4.03. REPORTS TO TRUSTEE.

         On or before the tenth calendar day of each month, GMACM shall furnish
to the Trustee electronically in a format reasonably acceptable to the Trustee
loan accounting reports in the investor's assigned loan number order to document
the payment activity on each GMACM Mortgage Loan on an individual mortgage loan
basis. With respect to each month, such loan accounting reports shall contain
the following and any other information reasonably requested by the Trustee to
prepare the Monthly Statements; provided that such information requested by the
Trustee is reasonably available to GMACM and, provided further, that GMACM shall
have no obligation to provide such additional reports or other information
unless GMACM can do so with no more than nominal additional expense:

                  (i) With respect to each Scheduled Payment (on both an actual
         and scheduled basis with respect to mortgage loan balances and on an
         actual basis with respect to paid-through dates), the amount of such
         remittance allocable to principal (including a separate breakdown of
         any Principal Prepayment, including the amount of any Prepayment
         Interest Shortfall);

                  (ii) with respect to each Monthly Payment, the amount of such
         remittance allocable to scheduled interest;

                  (iii) the amount of any Prepayment Charges collected by GMACM;
                  (iv) the amount of servicing compensation received by GMACM
         during the prior calendar month;

                  (v) the aggregate Stated Principal Balance of the GMACM
         Mortgage Loans;




                                      -91-
<PAGE>



                  (vi) the aggregate amount of Advances made by GMACM pursuant
         to Section 5.01;

                  (vii) the aggregate of any expenses reimbursed to GMACM during
         the prior calendar month pursuant to Section 4.02; and

                  (viii) the number and aggregate outstanding principal balances
         of GMACM Mortgage Loans (a) delinquent (1) 30 to 59 days, (2) 60 to 89
         days, (3) 90 days or more; (b) as to which foreclosure has commenced;
         and (c) as to which REO Property has been acquired.

         Section 4.04. COLLECTION OF TAXES; ASSESSMENTS AND SIMILAR ITEMS;
ESCROW ACCOUNTS.

         To the extent required by the Mortgage Note related to a GMACM Mortgage
Loan, GMACM shall establish and maintain one or more accounts (each, an "Escrow
Account") and deposit and retain therein all collections from the Mortgagors (or
advances by GMACM) for the payment of taxes, assessments, hazard insurance
premiums or comparable items for the account of the Mortgagors. Nothing herein
shall require GMACM to compel a Mortgagor to establish an Escrow Account in
violation of applicable law.

         Withdrawals of amounts so collected from the Escrow Accounts may be
made only to effect timely payment of taxes, assessments, hazard insurance
premiums, condominium or PUD association dues, or comparable items, to reimburse
GMACM out of related collections for any payments made with respect to each
GMACM Mortgage Loan pursuant to Section 3.01 (with respect to taxes and
assessments and insurance premiums) and Section 3.05 (with respect to hazard
insurance), to refund to any Mortgagors any sums as may be determined to be
overages, to pay interest, if required by law or the terms of the related
Mortgage or Mortgage Note, to such Mortgagors on balances in the Escrow Account,
to remove amounts deposited in error or to clear and terminate the Escrow
Account at the termination of this Agreement in accordance with Section 10.01
thereof. The Escrow Account shall not be a part of the Trust Fund.

         Section 4.05. M&T CUSTODIAL ACCOUNTS AND GREENPOINT CUSTODIAL ACCOUNTS.

                  (a) The Custodial Accounts established by M&T under the M&T
Servicing Agreement and GreenPoint under the GreenPoint Servicing Agreement
shall, to the extent provided in the M&T Servicing Agreement or GreenPoint
Servicing Agreement, as applicable, be an Eligible Account and segregated on the
books of such institution in the name of the Trustee for the benefit of related
Certificateholders. M&T and GreenPoint are authorized to make withdrawals from
and deposits to the Custodial Accounts for purposes required or permitted by the
M&T Servicing Agreement and the GreenPoint Servicing Agreement.

                  (b) To the extent provided in the M&T Servicing Agreement or
GreenPoint Servicing Agreement, as applicable,, amounts on deposit in a
Custodial Account may be invested in Permitted Investments in the name of the
Trustee for the benefit of related Certificateholders and, except as provided in
the preceding paragraph, not commingled with any other funds, such Permitted
Investments to mature, or to be subject to redemption or withdrawal, no later
than the date on which such funds are required to be withdrawn for deposit in
the related Distribution




                                      -92-
<PAGE>



Account, and shall be held until required for such deposit. The income earned
from any such Permitted Investments shall be paid to M&T under the M&T Servicing
Agreement or GreenPoint under the GreenPoint Servicing Agreement, and the risk
of loss of moneys required to be distributed to the related Certificateholders
resulting from such investments shall be borne by and be the risk of M&T or
GreenPoint, as applicable. M&T (to the extent provided in the M&T Servicing
Agreement) and GreenPoint (to the extent provided in the GreenPoint Servicing
Agreement) shall deposit the amount of any such loss in the Custodial Accounts
immediately as realized.

                  (c) As provided in the M&T Servicing Agreement and GreenPoint
Servicing Agreement, on or before each Remittance Date, each of M&T and
GreenPoint shall withdraw or shall cause to be withdrawn from its Custodial
Accounts and shall immediately deposit or cause to be deposited in the related
Distribution Account amounts representing the following collections and payments
(other than with respect to principal of or interest on the related M&T Mortgage
Loans or GreenPoint Mortgage Loans due on or before the Cut-off Date):

                  (i) Scheduled Payments on the related Mortgage Loans received
or any related portion thereof advanced by M&T pursuant to the M&T Servicing
Agreement or GreenPoint pursuant to the GreenPoint Servicing Agreement, as
applicable, which were due on or before the related Due Date, net of the amount
thereof comprising the Servicing Fee;

                  (ii) Full Principal Prepayments and any Liquidation Proceeds
received by M&T with respect to such M&T Mortgage Loans or GreenPoint with
respect to the GreenPoint Mortgage Loans, as applicable, in the related
Prepayment Period, with interest to the date of prepayment or liquidation, net
of the amount thereof comprising the Servicing Fee;

                  (iii) Partial Principal Prepayments received by M&T and
GreenPoint for the related Mortgage Loans in the related Prepayment Period; and

                  (iv) Any amount to be used as an Advance and the amount of any
Compensating Interest payments.

         (d) Withdrawals may be made from the Custodial Accounts by M&T and
GreenPoint as described in the M&T Servicing Agreement and GreenPoint Servicing
Agreement and by M&T and GreenPoint only to make remittances to the Distribution
Accounts; to reimburse M&T or GreenPoint, as applicable, for Advances which have
been recovered by subsequent collection from the related Mortgagor; to remove
amounts deposited in error; to remove fees, charges or other such amounts
deposited on a temporary basis; or to clear and terminate the related Custodial
Accounts at the termination of the M&T Servicing Agreement or GreenPoint
Servicing Agreement, as applicable.

         Section 4.06. DISTRIBUTION ACCOUNTS.

                  (a) The Trustee shall establish and maintain in the name of
the Trustee, for the benefit of the Group I Certificateholders and Group II
Certificateholders, two Distribution Accounts as segregated non-interest bearing
trust accounts. The Trustee will deposit in the



                                      -93-
<PAGE>



related Distribution Account as identified by the Trustee and as received by the
Trustee, the following amounts:

                           (i) All payments and recoveries in respect of
principal on the related Mortgage Loans, including, without limitation,
Principal Prepayments, Subsequent Recoveries, Liquidation Proceeds, Insurance
Proceeds, condemnation proceeds and all payments and recoveries in respect of
interest on the related Mortgage Loans withdrawn by the related Servicer from
the related Custodial Account and remitted by Servicers to the Trustee;

                           (ii) Any Advance and any Compensating Interest
Payments;

                           (iii) Any Prepayment Charges collected by the
Servicers in connection with the Principal Prepayment of any of the related
Mortgage Loans (including any Servicer Prepayment Charge Payment Amounts);

                           (iv) Any Insurance Proceeds or Liquidation Proceeds
received by or on behalf of the
Trustee or which were not deposited in a Custodial Account;

                           (v) The Repurchase Price with respect to any M&T
Mortgage Loan or GreenPoint Mortgage Loans purchased by the Seller or Section
2.02 or 2.03, any amounts which are to be treated pursuant to Section 2.04 of
this Agreement as the payment of such a Repurchase Price, the Repurchase Price
with respect to any related M&T Mortgage Loans or GreenPoint Mortgage Loans
purchased by the Depositor pursuant to Section 3.24, all proceeds of any related
Mortgage Loans or property acquired with respect thereto repurchased by the
Terminator pursuant to Section 10.01;

                           (vi) Any amounts required to be deposited with
respect to losses on investments of
deposits in an Account; and

                           (vii) Any other amounts received by or on behalf of
the Trustee and required to be deposited in the related Distribution Account
pursuant to this Agreement.

                  (b) All amounts deposited to the Distribution Accounts shall
be held by the Trustee in the name of the Trustee in trust for the benefit of
the Certificateholders in accordance with the terms and provisions of this
Agreement. The requirements for crediting the Distribution Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments in the nature of late payment charges or assumption,
tax service, statement account or payoff, substitution, satisfaction, release
and other like fees and charges, need not be credited by any Servicer to the
Distribution Accounts.

                  (c) The amount at any time credited to the Distribution
Accounts may be invested by the Trustee in Permitted Investments. All such
investment income shall be for the benefit of the Trustee, and any losses
incurred shall be deposited by the Trustee in the Distribution Accounts
immediately as realized.




                                      -94-
<PAGE>


         Section 4.07. PERMITTED WITHDRAWALS AND TRANSFERS FROM THE DISTRIBUTION
ACCOUNTS.

                  (a) The Trustee will, from time to time make or cause to be
made such withdrawals or transfers from the Distribution Accounts pursuant to
this Agreement for the following purposes:

                           (i) to pay to the Trustee any expenses recoverable by
the Trustee pursuant to this Agreement.

                           (ii) to reimburse the Trustee as Successor Servicer
or the related Servicer for any Advance or Servicing Advance of its own funds,
the right of the Trustee as Successor Servicer or the related Servicer to
reimbursement pursuant to this subclause (ii) being limited to amounts received
on a particular Mortgage Loan (including, for this purpose, the Purchase Price
therefor, Insurance Proceeds, Liquidation Proceeds and condemnation proceeds)
which represent late payments or recoveries of the principal of or interest on
such Mortgage Loan respecting which such Advance or Servicing Advance was made;

                           (iii) to reimburse the Trustee or the related
Servicer from Insurance Proceeds or Liquidation Proceeds relating to a
particular Mortgage Loan for amounts expended by the Trustee as Successor
Servicer or the related Servicer in good faith in connection with the
restoration of the related Mortgaged Property which was damaged by an uninsured
cause or in connection with the liquidation of such Mortgage Loan;

                           (iv) to reimburse the Trustee as Successor Servicer
or the related Servicer from Insurance Proceeds relating to a particular
Mortgage Loan for insured expenses incurred with respect to such Mortgage Loan
and to reimburse the Trustee as Successor Servicer or the related Servicer from
Liquidation Proceeds from a particular Mortgage Loan for Liquidation Expenses
incurred with respect to such Mortgage Loan;

                           (v) to reimburse the Trustee as Successor Servicer or
the related Servicer for advances of funds pursuant to this Agreement, the M&T
Servicing Agreement or the GreenPoint Servicing Agreement, as applicable, and
the right to reimbursement pursuant to this subclause being limited to amounts
received on the related Mortgage Loan (including, for this purpose, the Purchase
Price therefor, Insurance Proceeds, Liquidation Proceeds and condemnation
proceeds) which represent late recoveries of the payments for which such
advances were made;

                           (vi) to reimburse the Trustee as Successor Servicer
or the related Servicer for any Advance or advance, after a Realized Loss has
been allocated with respect to the related Mortgage Loan if the Advance or
advance has not been reimbursed pursuant to clauses (ii) and (v) or pursuant to
the M&T Servicing Agreement or GreenPoint Servicing Agreement;

                           (vii) to pay the Credit Risk Management Fee to the
Credit Risk Manager; provided, however, that upon the termination of the Credit
Risk Manager pursuant to Section 4.08(b) hereof, the amount of the Credit Risk
Management Fee (or any portion thereof) previously payable to the Credit Risk
Manager as described herein shall be paid to the Holder of the Class II-C
Certificate;




                                      -95-
<PAGE>


                           (viii) to reimburse the Trustee for expenses, costs
and liabilities incurred by and reimbursable to it pursuant to this Agreement,
the M&T Servicing Agreement and the GreenPoint Servicing Agreement (including
the expenses of the Trustee in connection with a tax audit in connection with
the performance of its obligations pursuant to Section 9.12, the M&T Servicing
Agreement and the GreenPoint Servicing Agreement);

                           (ix) to pay to the Trust Fund, as additional
servicing compensation, any Excess Liquidation Proceeds to the extent not
retained by the related Servicer;

                           (x) to reimburse or pay the related Servicer any such
amounts as are due thereto under this Agreement, the M&T Servicing Agreement or
the GreenPoint Servicing Agreement, as applicable, and have not been retained by
or paid to the related Servicer, to the extent provided herein or therein;

                           (xi) to reimburse the Trustee for expenses incurred
in the transfer of servicing responsibilities of the terminated Servicer after
the occurrence and continuance of a Servicer Default to the extent not paid by
the terminated Servicer;

                           (xii) to reimburse the Custodian for expenses, costs
and liabilities incurred or reimbursable to it pursuant to this Agreement or the
Custodial Agreement;

                           (xiii) to remove amounts deposited in error; and

                           (xiv) to clear and terminate a Distribution Account
pursuant to Section 10.01.

                  (b) The Trustee shall keep and maintain separate accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for any
reimbursement from the Distribution Accounts pursuant to subclauses (ii) through
(v), inclusive, and (vii) or with respect to any such amounts which would have
been covered by such subclauses had the amounts not been retained by the Trustee
without being deposited in the Distribution Accounts under Section 4.07.

                  (c) On each Distribution Date, the Trustee shall distribute
the Group I Available Funds and the Group II Available Distribution Amount in
the related Distribution Account to the holders of the Certificates in
accordance with Section 5.04.

         Section 4.08. DUTIES OF THE CREDIT RISK MANAGER; TERMINATION.

                  (a) The Depositor appoints The Murrayhill Company as Credit
Risk Manager. For and on behalf of the Depositor, the Credit Risk Manager will
provide reports and recommendations concerning the Mortgage Loans that are past
due, as to which there has been commencement of foreclosure, as to which there
has been forbearance in exercise of remedies which are in default, as to which a
Mortgagor is the subject of bankruptcy, receivership, or an arrangement of
creditors, or as to which have become REO Properties. Such reports and
recommendations will be based upon information provided to the Credit Risk
Manager pursuant to the related Credit Risk Management Agreement and the Credit
Risk Manager shall look solely



                                      -96-
<PAGE>



to the related Servicer for all information and data (including loss and
delinquency information and data) and loan level information and data relating
to the servicing of the related Mortgage Loans. If the Credit Risk Manager is no
longer able to perform its duties hereunder, the Credit Risk Manager may be
terminated by the Depositor at the direction of Certificateholders evidencing
not less than 66 2/3% of the Voting Rights. The Depositor may, at its option,
cause the appointment of a successor Credit Risk Manager. Upon any termination
of the Credit Risk Manager or the appointment of a successor Credit Risk
Manager, the Depositor shall give written notice thereof to the Servicers, the
Trustee, each Rating Agency and the Credit Risk Manager. Notwithstanding the
foregoing, the termination of the Credit Risk Manager pursuant to this Section
4.08(a) shall not become effective until the appointment of a successor Credit
Risk Manager.

                  (b) Within six months of the Closing Date, the Seller may, at
its option, terminate the Credit Risk Manager if, in its reasonable judgment,
(i) the value of the servicing rights with respect to the Mortgage Loans is
adversely affected as a result of the presence of the Credit Risk Manager or
(ii) the presence of the Credit Risk Manager impairs the ability of the Seller
to transfer the servicing rights with respect to the Mortgage Loans as permitted
by this Agreement. Upon the termination of the Credit Risk Manager, the Seller
may, at its option, cause the Depositor to appoint a successor Credit Risk
Manager. Notice of such termination shall be provided by the Seller to the
Rating Agencies, the Trustee, the Depositor, the Servicers and the Credit Risk
Manager. Upon the appointment of a successor Credit Risk Manager, the Depositor
shall provide written notice thereof to each Rating Agency, the Trustee, the
Servicers and the Credit Risk Manager.

                  If the Credit Risk Manager is terminated pursuant to this
Section 4.08(b), the Credit Risk Manager shall only be entitled to a fee equal
to 0.0050% with respect to each Mortgage Loan for the one year period following
such termination. After the expiration of such one year period, the Credit Risk
Manager shall not be entitled to the Credit Risk Management Fee or any portion
thereof with respect to any Mortgage Loan. The exess of the Credit Risk
Management Fee with respect to each Mortgage Loan over the amount payable to the
Credit Risk Manager as described in this paragraph shall be paid to the Holder
of the Class II-C Certificate pursuant to Section 4.07(a)(vii).


         Section 4.09. LIMITATION UPON LIABILITY OF THE CREDIT RISK MANAGER.

         Neither the Credit Risk Manager, nor any of the directors, officers,
employees or agents of the Credit Risk Manager, shall be under any liability to
the Trustee, the Certificateholders or the Depositor for any action taken or for
refraining from the taking of any action in good faith pursuant to this
Agreement, in reliance upon information provided by a Servicer under the related
Credit Risk Management Agreement or of errors in judgment; provided, however,
that this provision shall not protect the Credit Risk Manager or any such person
against liability that would otherwise be imposed by reason of willful
malfeasance, bad faith or gross negligence in its performance of its duties
under this Agreement or any Credit Risk Management Agreement. The Credit Risk
Manager and any director, officer, employee or agent of the Credit Risk Manager
may rely in good faith on any document of any kind prima facie properly executed
and



                                      -97-
<PAGE>



submitted by any Person respecting any matters arising hereunder, and may
rely in good faith upon the accuracy of information furnished by a Servicer
pursuant to the related Credit Risk Management Agreement in the performance of
its duties thereunder and hereunder.







                                      -98-
<PAGE>


                                   ARTICLE V

                           ADVANCES AND DISTRIBUTIONS

         Section 5.01. ADVANCES; ADVANCE FACILITY.

                  (a) GMACM shall make an Advance with respect to any GMACM
Mortgage Loan and deposit such Advance in the Distribution Account no later than
3:00 p.m. Eastern time on the Remittance Date in immediately available funds.
M&T shall remit any Advance with respect to a M&T Mortgage Loan as required
under the M&T Servicing Agreement. GreenPoint shall remit any Advance with
respect to a GreenPoint Mortgage Loan as required under the GreenPoint Servicing
Agreement.The related Servicer shall be obligated to make any such Advance only
to the extent that such advance would not be a Nonrecoverable Advance. If the
related Servicer shall have determined that it has made a Nonrecoverable Advance
or that a proposed Advance or a lesser portion of such Advance would constitute
a Nonrecoverable Advance, such Servicer shall deliver (i) to the Trustee for the
benefit of the Certificateholders funds constituting the remaining portion of
such Advance, if applicable, and (ii) to the Depositor, each Rating Agency and
the Trustee an Officer's Certificate setting forth the basis for such
determination.

                  In lieu of making all or a portion of such Advance from its
own funds, GMACM may (i) cause to be made an appropriate entry in its records
relating to the related Custodial Account that any Amounts Held for Future
Distribution has been used by GMACM in discharge of its obligation to make any
such Advance and (ii) transfer such funds from the related Custodial Account to
the related Distribution Account. Any funds so applied and transferred shall be
replaced by GMACM by deposit in the Distribution Account, no later than the
close of business on any future Remittance Date on which the funds on deposit in
the related Custodial Account shall be less than the amount required to be
remitted to the Trustee on such Remittance Date; provided, however that if the
rating of GMACM (including any Successor Servicer) is less than "BBB", GMACM
shall be required to replace such funds by deposit to the Distribution Account,
no later than the close of business on the Remittance Date immediately following
the Due Period or Prepayment Period for which such amounts relate.

                  The related Servicer shall be entitled to be reimbursed from
the related Custodial Account for all Advances of its own funds made pursuant to
this Section or pursuant to the M&T Servicing Agreement or GreenPoint Servicing
Agreement, as applicable, as provided in Section 4.02 or as provided in the M&T
Servicing Agreement or the GreenPoint Servicing Agreement, as applicable. The
obligation to make Advances with respect to any Mortgage Loan shall continue
until such Mortgage Loan is paid in full or the related Mortgaged Property or
related REO Property has been liquidated or until the purchase or repurchase
thereof (or substitution therefor) from the Trust Fund pursuant to any
applicable provision of this Agreement, except as otherwise provided in this
Section 5.01.

                  Subject to and in accordance with the provisions of Article
VIII hereof, in the event that the related Servicer fails to make such Advance,
then the Trustee, as a Successor Servicer, shall be obligated to make such
Advance only to the extent such Advance, if made,



                                      -99-
<PAGE>



would not constitute a Nonrecoverable Advance, subject to the provisions of
Sections 5.01 and 8.02.

                  (b)(i) GMACM is hereby authorized to enter into a financing or
other facility (any such arrangement, an "Advance Facility"), the documentation
for which complies with Section 5.01(b)(v) below, under which (1) GMACM assigns
or pledges its rights under this Agreement to be reimbursed for any or all
Advances and/or Servicing Advances to (i) a Person, which may be a
special-purpose bankruptcy-remote entity (an "SPV"), (ii) a Person, which may
simultaneously assign or pledge such rights to an SPV or (iii) a lender (a
"Lender"), which, in the case of any Person or SPV of the type described in
either of the preceding clauses (i) or (ii), may directly or through other
assignees and/or pledgees, assign or pledge such rights to a Person, which may
include a trustee acting on behalf of holders of debt instruments (any such
Person or any such Lender, an "Advance Financing Person"), and/or (2) an Advance
Financing Person agrees to fund all the Advances and/or Servicing Advances
required to be made by GMACM pursuant to this Agreement. No consent of the
Trustee, Certificateholders or any other party shall be required before GMACM
may enter into an Advance Facility nor shall the Trustee or the
Certificateholders be a third party beneficiary of any obligation of an Advance
Financing Person to GMACM. Notwithstanding the existence of any Advance Facility
under which an Advance Financing Person agrees to fund Advances and/or Servicing
Advances, (A) GMACM (i) shall remain obligated pursuant to this Agreement to
make Advances and/or Servicing Advances pursuant to and as required by this
Agreement and (ii) shall not be relieved of such obligations by virtue of such
Advance Facility and (B) neither the Advance Financing Person nor any GMACM's
Assignee (as hereinafter defined) shall have any right to proceed against or
otherwise contact any GMACM Mortgagor for the purpose of collecting any payment
that may be due with respect to any related Mortgage Loan or enforcing any
covenant of such Mortgagor under the related GMACM Mortgage Loan documents.

                  (ii) If GMACM enters into an Advance Facility, GMACM and the
related Advance Financing Person shall deliver to the Trustee at the address set
forth in Section 11.05 hereof no later than the Remittance Date immediately
following the effective date of such Advance Facility a written notice (an
"Advance Facility Notice"), stating (a) the identity of the Advance Financing
Person and (b) the identity of the Person ("GMACM's Assignee") that will,
subject to Section 5.01(b)(iii) hereof, have the right to make withdrawals from
the related Custodial Account pursuant to Section 4.02 hereof to reimburse
previously unreimbursed Advances and/or Servicing Advances ("Advance
Reimbursement Amounts"). Advance Reimbursement Amounts (i) shall consist solely
of amounts in respect of Advances and/or Servicing Advances for which GMACM
would be permitted to reimburse itself in accordance with Section 4.02 hereof,
assuming GMACM had made the related Advance(s) and/or Servicing Advance(s) and
(ii) shall not consist of amounts payable to a successor Servicer in accordance
with Section 4.02 hereof to the extent permitted under Section 5.01(b)(v) below.

                  (iii) Notwithstanding the existence of an Advance Facility,
GMACM, on behalf of the Advance Financing Person and GMACM's Assignee, shall be
entitled to receive reimbursements of Advances and/or Servicing Advances in
accordance with Section 4.02 hereof, which entitlement may be terminated by the
Advance Financing Person pursuant to a written notice to the Trustee in the
manner set forth in Section 11.05 hereof. Upon receipt of such



                                     -100-
<PAGE>



written notice, GMACM shall no longer be entitled to receive reimbursement for
any Advance Reimbursement Amounts and GMACM's Assignee shall immediately have
the right to receive from the related Custodial Account all Advance
Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of
doubt, (i) GMACM and/or GMACM's Assignee shall only be entitled to reimbursement
of Advance Reimbursement Amounts hereunder from withdrawals from the related
Custodial Account pursuant to Section 4.02 of this Agreement and shall not
otherwise be entitled to make withdrawals or receive amounts that shall be
deposited in the Distribution Account pursuant to Section 4.06 hereof, and (ii)
none of the Trustee or the Certificateholders shall have any right to, or
otherwise be entitled to, receive any Advance Reimbursement Amounts to which
GMACM or GMACM's Assignee, as applicable, shall be entitled pursuant to Section
4.02 hereof. An Advance Facility may be terminated by the joint written
direction of GMACM and the related Advance Financing Person. Written notice of
such termination shall be delivered to the Trustee in the manner set forth in
Section 11.05 hereof. None of the Depositor or the Trustee shall, as a result of
the existence of any Advance Facility, have any additional duty or liability
with respect to the calculation or payment of any Advance Reimbursement Amount,
nor, as a result of the existence of any Advance Facility, shall the Depositor
or the Trustee have any additional responsibility to track or monitor the
administration of the Advance Facility or the payment of Advance Reimbursement
Amounts to GMACM's Assignee. GMACM shall indemnify the Depositor, the Trustee,
any successor Servicer and the Trust Fund for any claim, loss, liability or
damage resulting from any claim by the related Advancing Financing Person,
except to the extent that such claim, loss, liability or damage resulted from or
arose out of gross negligence, recklessness or willful misconduct on the part of
the Depositor, the Trustee or any successor Servicer, as the case may be, or
failure by the successor Servicer or the Trustee, as the case may be, to remit
funds as required by this Agreement or the commission of an act or omission to
act by the successor Servicer or the Trustee, as the case may be, and the
passage of any applicable cure or grace period, such that an Event of Default
under this Agreement occurs or such entity is subject to termination for cause
under this Agreement. GMACM shall maintain and provide to any successor Servicer
and, upon request, the Trustee a detailed accounting on a loan-by-loan basis as
to amounts advanced by, pledged or assigned to, and reimbursed to any Advancing
Financing Person. The successor Servicer shall be entitled to rely on any such
information provided by GMACM, and the successor Servicer shall not be liable
for any errors in such information.

                  (iv) An Advance Financing Person who receives an assignment or
pledge of rights to receive Advance Reimbursement Amounts and/or whose
obligations are limited to the funding of Advances and/or Servicing Advances
pursuant to an Advance Facility shall not be required to meet the criteria for
qualification as GMACM.

                  (v) As between GMACM and its Advance Financing Person, on the
one hand, and a successor Servicer and its Advance Financing Person, if any, on
the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with
respect to each GMACM Mortgage Loan as to which an Advance and/or Servicing
Advance shall have been made and be outstanding shall be allocated on a
"first-in, first out" basis. In the event GMACM's Assignee shall have received
some or all of an Advance Reimbursement Amount related to Advances and/or
Servicing Advances that were made by a Person other than GMACM or its related
Advance Financing Person in error, then GMACM's Assignee shall be required to
remit any portion of



                                     -101-
<PAGE>



such Advance Reimbursement Amount to each Person entitled to such portion of
such Advance Reimbursement Amount. Without limiting the generality of the
foregoing, GMACM shall remain entitled to be reimbursed by the Advance Financing
Person for all Advances and/or Servicing Advances funded by GMACM to the extent
the related Advance Reimbursement Amounts have not been assigned or pledged to
such Advance Financing Person or GMACM's Assignee.

                  (vi) For purposes of any Officer's Certificate of GMACM
delivered pursuant to Section 5.01(a), any Nonrecoverable Advance referred to
therein may have been made by GMACM. In making its determination that any
Advance or Servicing Advance theretofore made has become a Nonrecoverable
Advance, GMACM shall apply the same criteria in making such determination
regardless of whether such Advance or Servicing Advance shall have been made by
GMACM.

                  (vii) Any amendment to this Section 5.01(b) 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 5.01(b),
including amendments to add provisions relating to a successor Servicer, may be
entered into by the Trustee, the Depositor and GMACM without the consent of any
Certificateholder, provided such amendment complies with Section 11.01 hereof.
All reasonable costs and expenses (including attorneys' fees) of each party
hereto of any such amendment shall be borne solely by GMACM. The parties hereto
hereby acknowledge and agree that: (a) the Advances and/or Servicing Advances
financed by and/or pledged to an Advance Financing Person under any Advance
Facility are obligations owed to GMACM payable only from the cash flows and
proceeds received under this Agreement for reimbursement of Advances and/or
Servicing Advances only to the extent provided herein, and the Trustee and the
Trust are not, as a result of the existence of any Advance Facility, obligated
or liable to repay any Advances and/or Servicing Advances financed by the
Advance Financing Person; (b) GMACM will be responsible for remitting to the
Advance Financing Person the applicable amounts collected by it as reimbursement
for Advances and/or Servicing Advances funded by the Advance Financing Person,
subject to the provisions of this Agreement; and (c) the Trustee shall not have
any responsibility to track or monitor the administration of the financing
arrangement between GMACM and any Advance Financing Person.

         Section 5.02. COMPENSATING INTEREST PAYMENTS.

         In the event that there is a Prepayment Interest Shortfall arising from
a voluntary Principal Prepayment in part or in full by the Mortgagor with
respect to any GMACM Mortgage Loan, GMACM shall, to the extent of half of the
Servicing Fee for such Distribution Date, deposit into the Distribution Account,
as a reduction of and to the extent of, the Servicing Fee for such Distribution
Date, no later than the close of business on the Remittance Date immediately
preceding such Distribution Date, an amount equal to the Prepayment Interest
Shortfall; and in case of such deposit, GMACM shall not be entitled to any
recovery or reimbursement from the Depositor, the Trustee, the Seller, the Trust
Fund or the Certificateholders.

         M&T shall remit any payments required in respect of Compensating
Interest to the related Distribution Account on the Remittance Date as required
by the M&T Servicing



                                     -102-
<PAGE>



Agreement. GreenPoint shall remit any payments required in respect of
Compensating Interest to the related Distribution Account on the Remittance Date
as required by the GreenPoint Servicing Agreement.

         Section 5.03. REMIC DISTRIBUTIONS.

                  On each Distribution Date the Trustee, shall be deemed to
allocate distributions to the REMIC II Regular Interests and the REMIC III
Regular Interests in accordance with Section 5.08 hereof.

         Section 5.04. DISTRIBUTIONS.

         (a) On each Distribution Date, the Group I Available Funds for such
Distribution Date shall be withdrawn by the Trustee to the extent of funds on
deposit in the related Distribution Account and distributed as directed in
accordance with the Remittance Report for such Distribution Date, in the
following order of priority:

                  (i)      FIRST, to the Class I-A-1 Certificates, the Accrued
                           Certificate Interest for such Distribution Date;

                           SECOND, to the Class I-A-1 Certificates, any Accrued
                           Certificate Interest thereon remaining undistributed
                           from previous Distribution Dates, to the extent of
                           remaining Group I Available Funds; and

                           THIRD, to the Class I-A-1 Certificates, in reduction
                           of the Certificate Principal Balance thereof, the
                           Senior Optimal Principal Amount for such Distribution
                           Date, to the extent of remaining Group I Available
                           Funds, until the Certificate Principal Balance of
                           such Class has been reduced to zero.

                  (ii)     Except as provided in paragraph (iii) below, on each
                           Distribution Date on or prior to the Cross-Over Date,
                           an amount equal to the sum of the remaining Group I
                           Available Funds after the distributions in clause (i)
                           above will be distributed sequentially, in the
                           following order, to the Class I-B-1, Class I-B-2,
                           Class I-B-3, Class I-B-4, Class I-B-5 and Class I-B-6
                           Certificates, in each case up to an amount equal to
                           and in the following order: (a) the Accrued
                           Certificate Interest thereon for such Distribution
                           Date, (b) any Accrued Certificate Interest thereon
                           remaining undistributed from previous Distribution
                           Dates and (c) such class's Allocable Share, if any,
                           for such Distribution Date, in each case, to the
                           extent of the sum of the remaining Group I Available
                           Funds.

                  (iii)    If on any Distribution Date the Certificate Principal
                           Balance of the Class I-A-1 Certificates would be
                           greater than the aggregate Stated Principal Balance
                           of the Group I Mortgage Loans after giving effect to
                           distributions to be made on such Distribution Date,
                           and any Group I Subordinate Certificates are still
                           outstanding, (i) 100% of amounts otherwise allocable
                           to the Group I Subordinate Certificates in respect of
                           principal will be distributed to the Class I-A-1
                           Certificates in reduction of the Certificate
                           Principal Balance thereof,



                                     -103-
<PAGE>



                           until the Certificate Principal Balance of the Class
                           I-A-1 Certificates is an amount equal to the
                           aggregate Stated Principal Balance of the Group I
                           Mortgage Loans, and (ii) the Accrued Certificate
                           Interest otherwise allocable to the Group I
                           Subordinate Certificates on such Distribution Date
                           will be reduced, if necessary, and distributed to the
                           Class I-A-1 Certificates in an amount equal to the
                           Accrued Certificate Interest for such Distribution
                           Date on the excess of (x) the aggregate Certificate
                           Principal Balance of the Class I-A-1 Certificates
                           over (y) the aggregate Stated Principal Balance of
                           the Group I Mortgage Loans. Any such reduction in the
                           Accrued Certificate Interest on the Group I
                           Subordinate Certificates will be allocated first to
                           the Group I Subordinate Certificates having the
                           lowest payment priority, in this case commencing with
                           the Class I-B-6 Certificates.

                  (iv)     To the Class I-X Certificates, an amount in respect
                           of equal to the product of the Class I-X Pass-Through
                           Rate multiplied by the Certificate Notional Balance
                           of the Class I-X Certificates.

         On each distribution date, any Group I Available Funds remaining after
payment of interest and principal to the Group I Certificates entitled thereto,
as described above, will be distributed to the Class I-R Certificates; provided
that if on any distribution date there are any Group I Available Funds remaining
after payment of interest and principal to a Class or Classes of Group I
Certificates entitled thereto, such amounts will be distributed to the other
Classes of Group I Certificates as payments of principal, in reduction of the
Certificate Principal Balances thereof, on a pro rata basis, based upon their
Certificate Principal Balances, until all amounts due to all Classes of Group I
Certificates have been paid in full, before any amounts are distributed to the
Class I-R Certificates.


                  (b) On each Distribution Date, the Group II Available
Distribution Amount for such Distribution Date shall be withdrawn by the Trustee
to the extent of funds on deposit in the related Distribution Account and
distributed as directed in accordance with the Remittance Report for such
Distribution Date, in the following order of priority:

                  FIRST, to pay interest on the Group II Certificates, in the
following order of priority:

                  1.       from the Interest Remittance Amount to the holders of
                           the Group II Senior Certificates on a pro rata basis
                           based on the entitlement of each such class, the
                           Senior Interest Distribution Amount for each such
                           Class for such Distribution Date;

                  2.       to the extent of the Interest Remittance Amount
                           remaining after distribution of the Senior Interest
                           Distribution Amount to the holders of the Group II
                           Senior Certificates, to the holders of the Class
                           II-M-1 Certificates, the Interest Distribution Amount
                           for such Class for such Distribution Date;




                                     -104-
<PAGE>



                  3.       to the extent of the Interest Remittance Amount
                           remaining after distribution of the Senior Interest
                           Distribution Amount to the holders of the Group II
                           Senior Certificates, and the Interest Distribution
                           Amount to the holders of the Class II-M-1
                           Certificates, to the holders of the Class II-M-2
                           Certificates, the Interest Distribution Amount for
                           such Class for such Distribution Date; and

                  4.       to the extent of the Interest Remittance Amount
                           remaining after distribution of the Senior Interest
                           Distribution Amount to the holders of the Group II
                           Senior Certificates, the Interest Distribution Amount
                           to the holders of the Class II-M-1 Certificates and
                           the Interest Distribution Amount to the holders of
                           the Class II-M-2 Certificates, to the holders of the
                           Class II-M-3 Certificates, the Interest Distribution
                           Amount for such Class for such Distribution Date.

                           SECOND, to pay to the Group II Offered Certificates
(other than the Class II-A-IO Certificates) in respect of principal, to the
extent of the Group II Available Distribution Amount remaining on each
Distribution Date, the Principal Distribution Amount for each Distribution Date,
in the following amount and order of priority:

                  1.       The Senior Principal Distribution Amount for such
                           Distribution Date will be distributed to the Group II
                           Senior Certificates as follows:

                           FIRST, to the Class II-A-5 Certificates, in an amount
                           up to the Class II-A-5 Lockout Principal Distribution
                           Amount for such Distribution Date, until the
                           Certificate Principal Balance thereof has been
                           reduced to zero; and

                           SECOND, in the following order of priority:

                              o     to the Class II-A-1 Certificates, until the
                                    Certificate Principal Balance thereof has
                                    been reduced to zero;

                              o     to the Class II-A-2 Certificates, until the
                                    Certificate Principal Balance thereof has
                                    been reduced to zero;

                              o     to the Class II-A-3 Certificates, until the
                                    Certificate Principal Balance thereof has
                                    been reduced to zero;

                              o     to the Class II-A-4 Certificates, until the
                                    Certificate Principal Balance thereof has
                                    been reduced to zero; and

                              o     to the Class II-A-5 Certificates, until the
                                    Certificate Principal Balance thereof has
                                    been reduced to zero;

provided, however, on any distribution date after the Certificate Principal
Balance of the Group II Mezzanine Certificates have been reduced to zero,
distributions of principal to the Group II Senior Certificates (other than the
Class II-A-IO Certificates) will be allocated among such



                                     -105-
<PAGE>



Group II Senior Certificates concurrently on a pro rata basis, based on the
Certificate Principal Balances thereof.

                  2.       To the Class II-M-1 Certificates, in an amount equal
                           to the Class II-M-1 Principal Distribution Amount for
                           such Distribution Date, until the Certificate
                           Principal Balance thereof has been reduced to zero.

                  3.       To the Class II-M-2 Certificates, in an amount equal
                           to the Class II-M-2 Principal Distribution Amount for
                           such Distribution Date, until the Certificate
                           Principal Balance thereof has been reduced to zero.

                  4.       To the Class II-M-3 Certificates, in an amount equal
                           to the Class II-M-3 Principal Distribution Amount for
                           such Distribution Date, until the Certificate
                           Principal Balance thereof has been reduced to zero.

         THIRD, after the payment of interest and principal to the Certificates
as described in clauses FIRST and SECOND above, any Net Monthly Excess Cashflow
for such Distribution Date will be distributed as follows:

                  1.       To the holders of the Group II Offered Certificates
                           (other than the Class II-A-IO Certificates) in an
                           amount equal to any Extra Principal Distribution
                           Amount for such Distribution Date, payable to such
                           holders as part of the Principal Distribution Amount
                           in accordance with clause SECOND above;

                  2.       To the holders of the Class II-M-1 Certificates, then
                           to the holders of the Class II-M-2 Certificates and
                           then to the holders of the Class II-M-3 Certificates,
                           the related Interest Carry Forward Amount on such
                           Distribution Date;

                  4.       To the Net WAC Reserve Fund, an amount equal to (i)
                           with respect to the Group II Offered Certificates
                           other than the Class II-A-1 Certificates and the
                           Class II-A-IO Certificates, the sum of the related
                           Net WAC Rate Carryover Amounts, if any, and (ii) with
                           respect to the Class II-A-1 Certificates, the amount
                           by which the sum of the Net WAC Rate Carryover
                           Amounts with respect to the Class II-A-1 Certificates
                           exceeds the amount received by the Trustee with
                           respect to the Cap Agreement since the prior
                           Distribution Date;

                  5.       To the holders of the Class II-C Certificates, the
                           Class II-C Distribution Amount; and

                  6.       To the Holders of the Class II-R Certificates, in
                           respect of the Class R-3 Interest, any remaining
                           amounts.

         On each Distribution Date, the Trustee, after making the required
distributions of interest and principal to the Group II Certificates as
described in clauses FIRST and SECOND above and



                                     -106-
<PAGE>



after the distribution of the Net Monthly Excess Cashflow as described in clause
THIRD above, will withdraw from the Net WAC Reserve Fund the amounts on deposit
therein and distribute such amounts to the Group II Senior Certificates (other
than the Class II-A-IO Certificates) and the Group II Mezzanine Certificates in
respect of any Net WAC Rate Carryover Amounts due to each such Class in the
following manner and order of priority: first, concurrently to the Group II
Senior Certificates, other than the Class II-A-IO Certificates, on a pro rata
basis, based on the entitlement of each such Class, the related Net WAC Rate
Carryover Amount (after taking into account payments made pursuant to the Cap
Contract with respect to the Class A-1 Certificates) for such Distribution Date
for each such Class; second, to the Class II-M-1 Certificates, the related Net
WAC Rate Carryover Amount for such Distribution Date for such Class; third, to
the Class II-M-2 Certificates, the related Net WAC Rate Carryover Amount for
such Distribution Date for such Class; and fourth, to the Class II-M-3
Certificates, the related Net WAC Rate Carryover Amount for such Distribution
Date for such Class.

                  (c) On each Distribution Date, all amounts representing
Prepayment Charges in respect of the Group I Mortgage Loans received during the
related Prepayment Period and deposited in the related Distribution Account will
be withdrawn from the related Distribution Account and distributed by the
Trustee in accordance with the Remittance Report to the Class I-P Certificates
and shall not be available for distribution to the holders of any other Class of
Certificates. The payment of such Prepayment Charges shall not reduce the
Certificate Principal Balance of the Class I-P Certificates.

                           On each Distribution Date, all amounts representing
Prepayment Charges in respect of the Group II Mortgage Loans received during the
related Prepayment Period and deposited in the related Distribution Account will
be withdrawn from the related Distribution Account and distributed by the
Trustee in accordance with the Remittance Report to the Class II-P Certificates
and shall not be available for distribution to the holders of any other Class of
Certificates. The payment of such Prepayment Charges shall not reduce the
Certificate Principal Balance of the Class II-P Certificates.

                  (d) Subject to Section 10.02 hereof respecting the final
distribution, on each Distribution Date the Trustee shall make distributions to
each Certificateholder of record on the preceding Record Date either by wire
transfer in immediately available funds to the account of such holder at a bank
or other entity having appropriate facilities therefor, if (i) such Holder has
so notified the Trustee at least 5 Business Days prior to the related Record
Date and (ii) such Holder shall hold Regular Certificates with aggregate
principal denominations of not less than $1,000,000 or evidencing a Percentage
Interest aggregating 10% or more with respect to such Class or, if not, by check
mailed by first class mail to such Certificateholder at the address of such
holder appearing in the Certificate Register. Notwithstanding the foregoing, but
subject to Section 10.02 hereof respecting the final distribution, distributions
with respect to Certificates registered in the name of a Depository shall be
made to such Depository in immediately available funds.

                  (e) On each Distribution Date, the Trustee shall prepare the
Monthly Statement to Certificateholders for the related Distribution Date (the
"Monthly Statement").




                                     -107-
<PAGE>



         Section 5.05. ALLOCATION OF GROUP I REALIZED LOSSES.

                  (a) On or prior to each Determination Date, the Trustee shall
determine the amount of any Realized Loss in respect of each Group I Mortgage
Loan that occurred during the immediately preceding calendar month.

                  (b) The interest portion of Group I Realized Losses shall be
allocated to the Group I Certificates as described in Section 1.02 hereof.

                  (c) The principal portion of each Group I Realized Loss shall
be allocated as follows:

                           FIRST, to the Class I-B-6 Certificates until the
                           Certificate Principal Balance thereof has been
                           reduced to zero;

                           SECOND, to the Class I-B-5 Certificates until the
                           Certificate Principal Balance thereof has been
                           reduced to zero;

                           THIRD, to the Class I-B-4 Certificates until the
                           Certificate Principal Balance thereof has been
                           reduced to zero;

                           FOURTH, to the Class I-B-3 Certificates until the
                           Certificate Principal Balance thereof has been
                           reduced to zero;

                           FIFTH, to the Class I-B-2 Certificates until the
                           Certificate Principal Balance thereof has been
                           reduced to zero;

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

                           SEVENTH, to the Class I-A-1 Certificates until the
                           Certificate Principal Balance thereof has been
                           reduced to zero;

                  (d) Notwithstanding the foregoing clause (c), no such
allocation of any Group I Realized Loss shall be made on a Distribution Date to
any Class of Group I Certificates to the extent that such allocation would
result in the reduction of the aggregate Certificate Principal Balances of all
the Group I Certificates as of such Distribution Date, after giving effect to
all distributions and prior allocations of Group I Realized Losses on such date,
to an amount less than the aggregate Stated Principal Balance of all of the
Group I Mortgage Loans as of the first day of the month of such Distribution
Date (such limitation, the "Loss Allocation Limitation").

                  (e) Any Group I Realized Losses allocated to a Class of Group
I Certificates shall be allocated among the Group I Certificates of such Class
in proportion to their respective Certificate Principal Balances. Any allocation
of Group I Realized Losses shall be accomplished by reducing the Certificate
Principal Balances of the related Group I Certificates on the related
Distribution Date.




                                     -108-
<PAGE>



                  (f) Group I Realized Losses shall be allocated on the
Distribution Date in the month following the month in which such loss was
incurred and, in the case of the principal portion thereof, after giving effect
to distributions made on such Distribution Date.

                  (g) On each Distribution Date, the Trustee shall determine the
Subordinate Certificate Writedown Amount. Any such Subordinate Certificate
Writedown Amount shall effect a corresponding reduction in the Certificate
Principal Balance of the Group I Subordinate Certificates, in the reverse order
of their which reduction shall occur on such Distribution Date after giving
effect to distributions made on such Distribution Date.

                  (h) Any Net Interest Shortfall shall be allocated among the
Classes of Group I Certificates in proportion to the respective amounts of
Accrued Certificate Interest that would have been allocated thereto in the
absence of such Net Interest Shortfall for such Distribution Date. The interest
portion of any Group I Realized Losses occurring on or prior to the Cross-Over
Date will not be allocated among any Group I Certificates, but will reduce the
amount of Group I Available Funds on the related Distribution Date. As a result
of the subordination of the Group I Subordinate Certificates in right of
distribution, such Group I Realized Losses will be borne by the Group I
Subordinate Certificates in reverse order of their payment priority. Following
the Cross-Over Date, the interest portion of Realized Losses on the Group I
Mortgage Loans will be allocated to the Class I-A-1 Certificates.

                  (i) Notwithstanding anything to the contrary contained herein,
if on any Distribution Date the Trustee discovers, based solely on the reports
delivered by the Servicers under this Agreement, the M&T Servicing Agreement and
the GreenPoint Servicing Agreement , that any Subsequent Recoveries have been
collected by the Servicers with respect to the Group I Mortgage Loans, the
Trustee shall reinstate the amount of the Certificate Principal Balance of the
Outstanding Class of Certificates with the lowest payment priority which was
reduced as a result of the allocation of Realized Losses on such Distribution
Date or any prior Distribution Date. To the extent that the amount of the
Subsequent Recoveries collected by the Servicers exceeds the amount of Group I
Realized Losses allocated to the Outstanding Class of Group I Certificates since
the Closing Date, the Trustee shall (i) reinstate and reissue any retired
Private Certificate, beginning with the retired Class of Private Certificates
having the most senior payment priority, for which Realized Losses were
allocated on any Distribution Date since the Closing Date and (ii) use
reasonable efforts to, to the extent permitted by the Depository, reinstate and
reissue any retired Book-Entry Certificate, beginning with the retired Class of
Book-Entry Certificates having the most senior payment priority, for which Group
I Realized Losses were allocated on any Distribution Date since the Closing
Date.

         Section 5.06. ALLOCATION OF GROUP II REALIZED LOSSES.

                  (a) On or prior to each Determination Date, the Trustee shall
determine the amount of any Group II Realized Loss in respect of each Group II
Mortgage Loan that occurred during the immediately preceding calendar month.

                  (b) The interest portion of Group II Realized Losses shall be
allocated to the Certificates as described in Section 1.02 hereof.




                                     -109-
<PAGE>


                  (c) The principal portion of all Realized Losses on the Group
II Mortgage Loans allocated to any REMIC II Regular Interest pursuant to Section
5.06 (e) shall be allocated on each Distribution Date as follows: first, in
reduction of the Net Monthly Excess Cashflow; second, to the Class II-C
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; third, to the Class II-M-3 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; fourth, to the Class II-M-2
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; and fifth, to the Class II-M-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero. All such Realized Losses to
be allocated to the Certificate Principal Balances of all such Classes on any
Distribution Date shall be so allocated after the actual distributions to be
made on such date as provided above. All references above to the Certificate
Principal Balance of any Class of Certificates shall be to the Certificate
Principal Balance of such Class immediately prior to the relevant Distribution
Date, before reduction thereof by any Realized Losses, in each case to be
allocated to such Class of Certificates, on such Distribution Date.

                  Any allocation of the principal portion of Realized Losses to
a Group II Mezzanine Certificate on any Distribution Date shall be made by
reducing the Certificate Principal Balance thereof by the amount so allocated;
any allocation of Group II Realized Losses to a Class II-C Certificates shall be
made by reducing the amount otherwise payable in respect thereof pursuant to
Section 5.04(b) clause THIRD. No allocations of any Realized Losses shall be
made to the Certificate Principal Balances of the Group II Senior Certificates
or Class II-P Certificates.

                  All such Group II Realized Losses and all other losses
allocated to a Class of Group II Certificates hereunder will be allocated among
the Certificates of such Class in proportion to the Percentage Interests
evidenced thereby.

                  (d) The principal portion of all Realized Losses on the
Mortgage Loans shall be allocated on each Distribution Date first, to REMIC II
Regular Interest LTII-2 and REMIC II Regular Interest LTII-IIP, until the
Uncertificated Principal Balances have been reduced to zero and then to REMIC II
Regular Interest LTII-IO-A, REMIC II Regular Interest LTII-IO-B, REMIC II
Regular Interest LTII-IO-C, REMIC II Regular Interest LTII-IO-D, REMIC II
Regular Interest LTII-IO-E, REMIC II Regular Interest LTII-IO-F, REMIC II
Regular Interest LTII-IO-G and REMIC I Regular Interest LTII-IO-H, sequentially,
until the Uncertificated Principal Balances of each such REMIC II Regular
Interest have been reduced to zero.

                  (e) All Realized Losses on the REMIC II Regular Interests
shall be allocated on each Distribution Date to the following REMIC III Regular
Interests in the specified percentages, as follows: first, to Uncertificated
Accrued Interest payable to the REMIC III Regular Interest LTIII-AA and REMIC
III Regular Interest LTIII-IIZZ up to an aggregate amount equal to the REMIC III
Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the
Uncertificated Principal Balances of the REMIC III Regular Interest LTIII-AA and
REMIC III Regular Interest LTIII-IIZZ up to an aggregate amount equal to the
REMIC III Principal Loss Allocation Amount, 98% and 2%, respectively; third, to
the Uncertificated Principal Balances of REMIC III Regular Interest LTII-AA,
REMIC III Regular Interest LTIII-IIM3 and REMIC III Regular Interest LTIII-IIZZ,
98%, 1% and 1%, respectively, until the




                                     -110-
<PAGE>



Uncertificated Principal Balance of REMIC III Regular Interest LTIII-IIM3 has
been reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC
III Regular Interest LTIII-AA, REMIC III Regular Interest LTIII-IIM2 and REMIC
III Regular Interest LTIII-IIZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC III Regular Interest LTIII-IIM2 has
been reduced to zero; and fifth, to the Uncertificated Principal Balances of
REMIC III Regular Interest LTIII-AA, REMIC III Regular Interest LTIII-IIM1 and
REMIC III Regular Interest LTIII-IIZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC III Regular Interest LTIII-IIM1 has
been reduced to zero.

                  (f) Notwithstanding anything to the contrary contained herein,
if on any Distribution Date the Trustee discovers, based solely on the reports
delivered by the related Servicer under this Agreement or under the M&T
Servicing Agreement or the GreenPoint Servicing Agreement, as applicable, that
any Subsequent Recoveries have been collected by the related Servicer with
respect to a Group II Mortgage Loan, the amount of such Subsequent Recoveries
will be applied to increase the Certificate Principal Balance of the Class of
Group II Mezzanine Certificates with the highest payment priority to which Group
II Realized Losses have been allocated, but not by more than the amount of Group
II Realized Losses previously allocated to that Class of Group II Mezzanine
Certificates pursuant to this Section 5.06. The amount of any remaining
Subsequent Recoveries will be applied to sequentially increase the Certificate
Principal Balance of the Group II Mezzanine Certificates, beginning with the
Class of Group II Mezzanine Certificates with the next highest payment priority,
up to the amount of such Group II Realized Losses previously allocated to such
Class of Certificates pursuant to this Section 5.06. Holders of such
Certificates will not be entitled to any payment in respect of current interest
on the amount of such increases for any Accrual Period preceding the
Distribution Date on which such increase occurs. Any such increases shall be
applied to the Certificate Principal Balance of each Group II Mezzanine
Certificate of such Class in accordance with its respective Percentage Interest.

         Section 5.07. MONTHLY STATEMENTS TO CERTIFICATEHOLDERS.

                  (a) Not later than each Distribution Date, the Trustee shall
prepare and make available to each Holder of Certificates, the Depositor and the
Credit Risk Manager via its website a statement setting forth for the
Certificates:

                  (i) the amount of the related distribution to Holders of each
         Class allocable to principal, separately identifying (A) the aggregate
         amount of any Principal Prepayments included therein, (B) the aggregate
         of all scheduled payments of principal included therein, (C) the Extra
         Principal Distribution Amount (if any) and (D) the amount of Prepayment
         Charges distributed to the Class I-P Certificates and Class II-P
         Certificates;

                  (ii) the amount of such distribution to Holders of each Class
         allocable to interest;

                  (iii) the Certificate Principal Balance or Certificate
         Notional Balance of each Class after giving effect (i) to all
         distributions allocable to principal on such Distribution Date and (ii)
         the allocation of any Realized Losses for such Distribution Date;




                                     -111-
<PAGE>


                  (iv) the aggregate of the Stated Principal Balances of all of
         the Group I Mortgage Loans and Group II Mortgage Loans for the
         following Distribution Date;

                  (v) the amount of the Servicing Fees paid to or retained by
         each Servicer for the related Due Period;

                  (vi) the Pass-Through Rate for each Class of Certificates with
         respect to the current Accrual Period and, if applicable, whether such
         Pass-Through Rate was limited by the Net WAC Rate Cap;

                  (vii) the cumulative amount of Group I Realized Losses and
         Group II Realized Losses to date and, in addition, if the Certificate
         Principal Balances of the Group II Mezzanine Certificates have all been
         reduced to zero, the cumulative amount of any Group II Realized Losses
         that have not been allocated to any Certificates;

                  (viii) the number and aggregate principal amounts of Group I
         Mortgage Loans and Group II Mortgage Loans in (A) Delinquent (exclusive
         of Mortgage Loans in foreclosure and bankruptcy) (1) 31 to 60 days, (2)
         61 to 90 days and (3) 91 or more days, (B) in foreclosure and
         delinquent (1) 31 to 60 days, (2) 61 to 90 days and (3) 91 or more days
         and (C) in bankruptcy and delinquent (1) 31 to 60 days, (2) 61 to 90
         days and (3) 91 or more days, in each case as of the close of business
         on the last day of the calendar month preceding such Distribution Date;

                  (ix) with respect to any Mortgage Loans that were liquidated
         during the preceding calendar month, the loan number and the aggregate
         of the Stated Principal Balances of, and Realized Losses on, such
         Mortgage Loans (on a loan group basis) as of the close of business on
         the Determination Date preceding such Distribution Date;

                  (x) the total number and principal balance of any real estate
         owned or REO Properties as of the close of business on the
         Determination Date preceding such Distribution Date;

                  (xi) the three month rolling average of the percent equivalent
         of a fraction, the numerator of which is the aggregate stated Principal
         Balance of the Group I Mortgage Loans or Group II Mortgage Loans, as
         applicable, that are 60 days or more delinquent or are in bankruptcy or
         foreclosure or are REO Properties, and the denominator of which is the
         aggregate Stated Principal Balance of all of the Group I Mortgage Loans
         or Group II Mortgage Loans, as applicable, as of the last day of such
         Distribution Date;

                  (xii) the Group I Realized Losses and Group II Realized Losses
         during the related Prepayment Period and the cumulative Group I
         Realized Losses and Group II Realized Losses through the end of the
         preceding month;

                  (xiii) the Net WAC Rate Carryover Amount for each Class of
         Certificates and the amount on deposit in the Net WAC Reserve Fund; and

                  (xiv) amounts payable in respect of the Cap Contract.




                                     -112-
<PAGE>



                  The Trustee may make the foregoing monthly statement (and, at
its option, any additional files containing the same information in an
alternative format) available each month to Certificateholders via the Trustee's
internet website. The Trustee's internet website shall initially be located at
"www.ctslink.com". Assistance in using the website can be obtained by calling
the Trustee's customer service desk at (301) 815-6600. Parties that are unable
to use the above distribution options are entitled to have a paper copy mailed
to them via first class mail by calling the customer service desk and indicating
such. The Trustee may change the way monthly statements are distributed in order
to make such distributions more convenient or more accessible to the above
parties.

                  (b) The Trustee's responsibility for making the above
information available to the Certificateholders is limited to the availability,
timeliness and accuracy of the information provided by the Servicers. The
Trustee will make available a copy of each statement provided pursuant to this
Section 5.06 to each Rating Agency.

                  (c) Within a reasonable period of time after the end of each
calendar year, the Trustee shall cause to be furnished upon request to each
Person who at any time during the calendar year was a Certificateholder, a
statement containing the information set forth in clauses (a)(i) and (a)(ii) of
this Section 5.06 aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of the
Trustee shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Trustee pursuant to any
requirements of the Code as from time to time in effect.

                  (d) Upon filing with the Internal Revenue Service, the Trustee
shall furnish to the Holders of the Residual Certificates the applicable Form
1066 and each applicable Form 1066Q and shall respond promptly to written
requests made not more frequently than quarterly by any Holder of a Residual
Certificate with respect to the following matters:

                  (i) The original projected principal and interest cash flows
         on the Closing Date on each Class of regular and residual interests
         created hereunder and on the Mortgage Loans, based on the Prepayment
         Assumption;

                  (ii) The projected remaining principal and interest cash flows
         as of the end of any calendar quarter with respect to each Class of
         regular and residual interests created hereunder and the Mortgage
         Loans, based on the Prepayment Assumption;

                  (iii) The applicable Prepayment Assumption and any interest
         rate assumptions used in determining the projected principal and
         interest cash flows described above;

                  (iv) The original issue discount (or, in the case of the
         Mortgage Loans, market discount) or premium accrued or amortized
         through the end of such calendar quarter with respect to each Class of
         regular or residual interests created hereunder and to the Mortgage
         Loans, together with each constant yield to maturity used in computing
         the same;

                  (v) The treatment of losses realized with respect to the
         Mortgage Loans or the regular interests created hereunder, including
         the timing and amount of any cancellation



                                     -113-
<PAGE>



         of indebtedness income of a REMIC with respect to such regular
         interests or bad debt deductions claimed with respect to the Mortgage
         Loans;

                  (vi) The amount and timing of any non-interest expenses of a
         REMIC; and

                  (vii) Any taxes (including penalties and interest) imposed on
         the REMIC, including, without limitation, taxes on "prohibited
         transactions," "contributions" or "net income from foreclosure
         property" or state or local income or franchise taxes.

                  The information pursuant to clauses (i), (ii), (iii) and (iv)
above shall be provided by the Depositor pursuant to Section 9.12.

         Section 5.08. REMIC DESIGNATIONS AND REMIC II ALLOCATIONS.

                  (a) The Trustee shall elect that each of REMIC I, REMIC II,
REMIC III and REMIC IV and shall be treated as a REMIC under Section 860D of the
Code. Any inconsistencies or ambiguities in this Agreement or in the
administration of this Agreement shall be resolved in a manner that preserves
the validity of such REMIC elections. The REMIC II Regular Interests shall
constitute the assets of REMIC III. The REMIC III Regular Interests shall
constitute the assets of REMIC IV.

                  (b) On each Distribution Date, the Group II Available
Distribution Amount, in the following order of priority and in accordance with
the Remittance Report, shall be distributed by REMIC II to REMIC III on account
of the REMIC II Regular Interests or withdrawn from the Distribution Account and
distributed to the Holders of the Class R Certificates, as the case may be:

                  (i) first, to the Holders of REMIC II Regular Interest
LTII-IO-A, REMIC II Regular Interest LTII-IO-B, REMIC II Regular Interest
LTII-IO-C, REMIC II Regular Interest LTII-IO-D, REMIC II Regular Interest
LTII-IO-E, REMIC II Regular Interest LTII-IO-F, REMIC II Regular Interest
LTII-IO-G and REMIC II Regular Interest LTII-IO-H in an amount equal to (A) the
Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts
in respect thereof remaining unpaid from previous Distribution Dates and second,
to the Holders of REMIC II Regular Interest LTII-2, in an amount equal to (A)
the Uncertificated Accrued Interest for such Distribution Date, plus (B) any
amounts in respect thereof remaining unpaid from previous Distribution Dates;

                  (ii) to the Holders of the REMIC II Regular Interest LTII-IIP
from the Class II-P Certificate Account, on the Distribution Date in February
2010 or any Distribution Date thereafter until $100 has been distributed
pursuant to this clause;

                  (iii) on each Distribution Date, the remainder of the Group II
Available Distribution Amount for such Distribution Date after the distributions
made pursuant to clause (i) and clause (ii) above, first, to the Holders of
REMIC II Regular Interest LTII-2 until the Uncertificated Principal Balance of
such REMIC II Regular Interest is reduced to zero, and second, to the Holders of
REMIC II Regular Interest LTII-IO-A, REMIC II Regular Interest LTII-IO-B, REMIC
II Regular Interest LTII-IO-C, REMIC II Regular Interest LTII-IO-D,




                                     -114-
<PAGE>



REMIC II Regular Interest LTI-IO-E, REMIC II Regular Interest LTII-IO-F, REMIC
II Regular Interest LTII-IO-G and REMIC II Regular Interest LTII-IO-H,
sequentially, until the Uncertificated Principal Balance of each such REMIC II
Regular Interest is reduced to zero; and

                  (iv) to the Holders of the Class II-R Certificates, any
amounts remaining after the distributions pursuant to clauses (i) through (iii)
above.

                  On each Distribution Date, all amounts representing Prepayment
Charges in respect of the Mortgage Loans received during the related Prepayment
Period will be distributed by REMIC II to the Holders of REMIC II Regular
Interest LTII-IIP. The payment of the foregoing amounts to the Holders of REMIC
II Regular Interest LTII-P shall not reduce the Uncertificated Principal Balance
thereof.

         Section 5.09. REMIC III ALLOCATIONS.

                  (a) On each Distribution Date, the Group II Available
Distribution Amount, in the following order of priority and in accordance with
the Remittance Report, shall be distributed by REMIC III to REMIC IV on account
of the REMIC III Regular Interests or withdrawn from the related Distribution
Account and distributed to the Holders of the Class II-R Certificates, as the
case may be:

                  (i) first, to the Holders of REMIC III Regular Interest
LTIII-IO-A and REMIC III Regular Interest LTIII-IO-B, in an amount equal to (A)
the Uncertificated Accrued Interest for such REMIC III Regular Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from
previous Distribution Dates and then to Holders of REMIC III Regular Interest
LTIII-AA, REMIC III Regular Interest LTIII-IIA1, REMIC III Regular Interest
LTIII-IIA2, REMIC III Regular Interest LTIII-IIA3, REMIC III Regular Interest
LTIII-IIA4, REMIC III Regular Interest LTIII-A5, REMIC III Regular Interest
LTIII-IIM1, REMIC III Regular Interest LTIII-IIM2, REMIC III Regular Interest
LTIII-IIM3 and REMIC III Regular Interest LTIII-IIZZ, pro rata, in an amount
equal to (A) the Uncertificated Accrued Interest for each such REMIC III Regular
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 III Regular Interest
LTIII-IIZZ shall be reduced and deferred when the REMIC III
Overcollateralization Amount is less than the REMIC III Required
Overcollateralization Amount, by the lesser of (x) the amount of such difference
and (y) the REMIC III Regular Interest LTIII-IIZZ Maximum Interest Deferral
Amount and such amount will be payable to the Holders of REMIC III Regular
Interest LTIII-IIA1, REMIC III Regular Interest LTIII-IIA2, REMIC III Regular
Interest LTIII-IIA3, REMIC III Regular Interest LTIII-IIA4, REMIC III Regular
Interest LTIII-IIA5, REMIC III Regular Interest LTIII-IIM1, REMIC III Regular
Interest LTIII-IIM2 and REMIC III Regular Interest LTIII-IIM3 in the same
proportion as the Overcollateralization Increase Amount is allocated to the
Corresponding Certificates and the Uncertificated Principal Balance of REMIC III
Regular Interest LTIII-IIZZ shall be increased by such amount;




                                     -115-
<PAGE>


                  (ii) second, to the Holders of REMIC III Regular Interests, in
an amount equal to the remainder of the Group II Available Distribution Amount
for such Distribution Date after the distributions made pursuant to clause (i)
above, allocated as follows:

                  (a) 98.00% of such remainder (other than amounts payable under
clause (iii) below) to the Holders of REMIC III Regular Interest LTIII-AA, until
the Uncertificated Principal Balance of such REMIC III Regular Interest is
reduced to zero, provided, however, that the Uncertificated Principal Balance of
REMIC III Regular Interest LTIII-IIP shall not be reduced until the Distribution
Date in February 2010 or any Distribution Date thereafter, at which point such
amount shall be distributed to REMIC III Regular Interest LTIII-IIP, until $100
has been distributed pursuant to this clause;

                  (b) 2.00% of such remainder (other than amounts payable under
clause (iii) below, first, to the Holders of REMIC III Regular Interest
LTIII-IIA1, REMIC III Regular Interest LTIII-IIA2, REMIC III Regular Interest
LTIII-IIA3, REMIC III Regular Interest LTIII-IIA4, REMIC III Regular Interest
LTIII-A5, REMIC III Regular Interest LTIII-IIM1, REMIC III Regular Interest
LTIII-IIM2 and REMIC III Regular Interest LTIII-IIM3, 1.00%, in the same
proportion as principal payments are allocated to the Corresponding
Certificates, until the Uncertificated Principal Balances of such REMIC III
Regular Interests are reduced to zero and second, to the Holders of REMIC III
Regular Interest LTIII-IIZZ until the Uncertificated Principal Balance of such
REMIC III Regular Interest is reduced to zero; then

                  (c) any remaining amount to the Holders of the Class II-R
Certificates; and

                  (iii) third, to REMIC III Regular Interest LTIII-IIP, 100% of
the amount paid in respect of REMIC II Regular Interest LTII-IIP;

                  provided, however, that (i) 98.00% and (ii) 2.00% of any
principal payments that are attributable to an Overcollateralization Reduction
Amount shall be allocated to Holders of (i) REMIC III Regular Interest LTIII-AA
and (ii) REMIC III Regular Interest LTIII-IIZZ, respectively; provided that
REMIC III Regular Interest LTIII-IIP shall not be reduced until the Distribution
Date in February 2010, at which point such amount shall be distributed to REMIC
II Regular Interest LTII-P from the Class II-P Certificate Account, until $100
has been distributed pursuant to this clause.

         Section 5.10. CLASS I-P CERTIFICATE ACCOUNT; CLASS II-P CERTIFICATE
ACCOUNT.

         The Trustee shall establish and maintain with itself a separate,
segregated trust account titled "Nomura Asset Acceptance Corporation,
Alternative Loan Trust 2005-AP1 Class I-P Certificate Account". On the Closing
Date, the Depositor will deposit, or cause to be deposited in the Class I-P
Certificate Account $100.00. The amount on deposit in the Class I-P Certificate
Account shall be held uninvested. On the February 2010 Distribution Date, the
Trustee shall withdraw the amount on deposit in the Class I-P Certificate
Account and remit such amount to the Holders of the Class I-P Certificates, in
reduction of the Certificate Principal Balance thereof.

         The Trustee shall establish and maintain with itself a separate,
segregated trust account titled "Nomura Asset Acceptance Corporation,
Alternative Loan Trust 2005-AP1 Class II-P



                                     -116-
<PAGE>



Certificate Account". On the Closing Date, the Depositor will deposit, or cause
to be deposited in the Class II-P Certificate Account $100.00. The amount on
deposit in the Class II-P Certificate Account shall be held uninvested. On the
February 2010 Distribution Date, the Trustee shall withdraw the amount on
deposit in the Class II-P Certificate Account and remit such amount to REMIC II
Regular Interest LTII-P, from REMIC II Regular Interest LTII-P to REMIC III
Regular Interest LTIII-P and from REMIC III Regular Interest, LTIII-P to the
Holders of the Class II-P Certificates, in reduction of the Certificate
Principal Balance thereof.

         Section 5.11. NET WAC RESERVE FUND.

                  (a) The Trustee shall establish a Net WAC Reserve Fund on
behalf of the holders of the Group II Offered Certificates (other than the Class
II-A-IO Certificates). The Net WAC Reserve Fund must be an Eligible Account. The
Net WAC Reserve Fund shall be entitled "Net WAC Reserve Fund, Wells Fargo Bank,
National Association as Trustee for the benefit of holders of Nomura Asset
Acceptance Corporation, Mortgage Pass-Through Certificates, Series 2005-AP1,
Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class
II-M-1, Class II-M-2 and Class II-M-3". Any payments received by the Trustee
under the Cap Contract shall be deposited into the Net WAC Reserve Fund for the
benefit of the Group II Senior Certificates and Group II Mezzanine Certificates;
provided that the amount of any Excess Cap Payments shall be held for the
benefit of the Class II-C Certificates and payable as part of the Class II-C
Distribution Amount for the related Distribution Date. On the Closing Date, the
Depositor will deposit, or cause to be deposited, into the Net WAC Reserve Fund
$5,000. On each Distribution Date as to which there is a Net WAC Rate Carryover
Amount payable to any Class of Certificates, the Trustee shall deposit the
amounts pursuant to paragraph [4 of clause THIRD of Section 5.04(b) into the Net
WAC Reserve Fund and the Trustee has been directed by the Class II-C
Certificateholder to distribute such amounts to the Holders of the Group II
Offered Certificates (other than the Class II-A-IO Certificates) up to the Net
WAC Carryover Amount, payable to each such Class, first to the Group II Senior
Certificates (other than the Class II-A-IO Certificates) on a pro rata basis,
based on the entitlement of each such Class and then to the Class II-M-1, Class
II-M-2 and Class II-M-3 Certificates, in that order.

                  (b) The Net WAC Reserve Fund is an "outside reserve fund"
within the meaning of Treasury Regulation ss.1.860G-2(h) and shall be an asset
of the Trust Fund but not an asset of any REMIC. The Trustee on behalf of the
Trust shall be the nominal owner of the Net WAC Reserve Fund. The Class II-C
Certificateholders shall be the beneficial owners of the Net WAC Reserve Fund,
subject to the power of the Trustee to transfer amounts under Section 5.04(b).
Amounts in the Net WAC Reserve Fund shall be held either uninvested in a trust
or deposit account of the Trustee with no liability for interest or other
compensation thereof or, at the written direction of the Majority Class II-C
Certificateholder, be invested in Permitted Investments that mature no later
than the Business Day prior to the next succeeding Distribution Date. All net
income and gain from such investments shall be distributed to the Majority Class
II-C Certificateholder, not as a distribution in respect of any interest in any
REMIC, on such Distribution Date. All amounts earned on amounts on deposit in
the Net WAC Reserve Fund shall be taxable to the Majority Class II-C
Certificateholder. Any losses on such investments shall be deposited in the Net
WAC Reserve Fund by the Majority Class II-C Certificateholder out of its own
funds immediately as realized. In the event that the Majority Class II-C


                                     -117-
<PAGE>



Certificateholder shall fail to provide investment instructions to the Trustee,
the amounts on deposit in the Net WAC Reserve Fund shall be held uninvested.

                  (c) For federal tax return and information reporting, the
value of the right of the holder of the Class II-A-1 Certificates to receive
payments from the Net WAC Reserve Fund shall be $9,000 and the amount allocated
to the right of the holders of the Group II Offered Certificates (other than the
Class II-A-1 Certificates and the Class II-A-IO Certificates) to receive
payments from the Net WAC Reserve Fund in respect of any Net WAC Rate Carryover
Amount shall be zero.




                                     -118-
<PAGE>


                                   ARTICLE VI

                                THE CERTIFICATES

Section 6.01.     THE CERTIFICATES.

         The Certificates shall be substantially in the forms attached hereto as
Exhibits A-1 through A-8. The Certificates shall be issuable in registered form,
in the minimum dollar denominations, integral dollar multiples in excess thereof
(except that one Certificate of each Class may be issued in a different amount
which must be in excess of the applicable minimum dollar denomination) and
aggregate dollar denominations as set forth in the following table:


<TABLE>
<CAPTION>
      `            MINIMUM        INTEGRAL MULTIPLE IN  ORIGINAL CERTIFICATE                  `
    CLASS        DENOMINATION      EXCESS OF MINIMUM      PRINCIPAL BALANCE         PASS-THROUGH RATE
    -----        ------------     --------------------  --------------------        -----------------
<S>               <C>                      <C>             <C>                <C>
    I-A-1         $25,000                  $1              $ 121,247,000      Class I-A-1 Pass-Through Rate
    I-B-1         $25,000                  $1              $   4,758,000      Class I-B-1 Pass-Through Rate
    I-B-2         $25,000                  $1              $   2,180,000      Class I-B-2 Pass-Through Rate
    I-B-3         $25,000                  $1              $   1,189,000      Class I-B-3 Pass-Through Rate
    I-B-4         $25,000                  $1              $   1,189,000      Class I-B-4 Pass-Through Rate
    I-B-5         $25,000                  $1              $     925,000      Class I-B-5 Pass-Through Rate
    I-B-6         $25,000                  $1              $     661,446      Class I-B-6 Pass-Through Rate
   II-A-1         $25,000                  $1              $  99,294,000      Class II-A-1 Pass-Through Rate
   II-A-2         $25,000                  $1              $  49,772,000      Class II-A-2 Pass-Through Rate
   II-A-3         $25,000                  $1              $  16,755,000      Class II-A-3 Pass-Through Rate
   II-A-4         $25,000                  $1              $  20,578,000      Class II-A-4 Pass-Through Rate
   II-A-5         $25,000                  $1              $  22,098,000      Class II-A-5 Pass-Through Rate
   II-A-IO        $25,000                  $1                   N/A           Class II-A-IO Pass-Through Rate
   II-M-1         $25,000                  $1              $   4,861,000      Class II-M-1 Pass-Through Rate
   II-M-2         $25,000                  $1              $   4,309,000      Class II-M-2 Pass-Through Rate
   II-M-3         $25,000                  $1              $   3,314,000      Class II-M-3 Pass-Through Rate
</TABLE>


         The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee by an authorized officer upon the written order of the
Depositor. Certificates bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures were affixed, authorized
to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that
such individuals or any of them have ceased to be so authorized prior to the
authentication and delivery of such Certificates or did not hold such offices at
the date of such authentication and delivery. No Certificate shall be entitled
to any benefit under this Agreement, or be valid for any purpose, unless there
appears on such Certificate the countersignature of the Trustee by manual
signature, and such countersignature upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
countersigned and delivered hereunder. All Certificates shall be dated the date
of their countersignature. On the Closing Date, the Trustee shall authenticate
the Certificates to be issued at the written direction of the Depositor, or any
affiliate thereof.



                                     -119-
<PAGE>

         The Depositor shall provide, or cause to be provided, to the Trustee on
a continuous basis, an adequate inventory of Certificates to facilitate
transfers.

         Section 6.02. CERTIFICATE REGISTER; REGISTRATION OF TRANSFER AND
EXCHANGE OF CERTIFICATES.

                  (a) The Trustee shall maintain, or cause to be maintained in
accordance with the provisions of Section 6.09, a Certificate Register for the
Trust Fund in which, subject to the provisions of subsections (b) and (c) below
and 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. Upon surrender for registration of Transfer of
any Certificate, the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of the same
Class and of like aggregate Percentage Interest.

                  At the option of a Certificateholder, Certificates may be
exchanged for other Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest upon surrender of the
Certificates to be exchanged at the office or agency of the Trustee. Whenever
any Certificates are so surrendered for exchange, the Trustee shall execute,
authenticate, and deliver the Certificates that the Certificateholder making the
exchange is entitled to receive. Every Certificate presented or surrendered for
registration of Transfer or exchange shall be accompanied by a written
instrument of Transfer in form satisfactory to the Trustee duly executed by the
holder thereof or his attorney duly authorized in writing.

                  No service charge to the Certificateholders shall be made for
any registration of Transfer or exchange of Certificates, but 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 may be required.

                  All Certificates surrendered for registration of Transfer or
exchange shall be canceled and subsequently destroyed by the Trustee in
accordance with the Trustee's customary procedures.

                  (b) No Transfer of a Private Certificate shall be made unless
such Transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under the Securities Act and such state securities
laws. In the event that a Transfer is to be made in reliance upon an exemption
from the Securities Act and such laws, in order to assure compliance with the
Securities Act and such laws, the Certificateholder desiring to effect such
Transfer and such Certificateholder's prospective transferee shall each certify
to the Trustee in writing the facts surrounding the Transfer in substantially
the forms set forth in Exhibit E (the "Transferor Certificate") and (x) deliver
a letter in substantially the form of either Exhibit F (the "Investment Letter")
or Exhibit G (the "Rule 144A Letter") or (y) there shall be delivered to the
Trustee an Opinion of Counsel, at the expense of the transferor, that such
Transfer may be made pursuant to an exemption from the Securities Act, which
Opinion of Counsel shall not be an expense of the Depositor, the Seller, the
Trustee or the Trust Fund. The Depositor shall provide to any Holder of a
Private Certificate and any prospective transferee designated by any such
Holder, information


                                     -120-
<PAGE>
regarding the related Certificates and the Mortgage Loans and such other
information as shall be necessary to satisfy the condition to eligibility set
forth in Rule 144A(d)(4) for Transfer of any such Certificate without
registration thereof under the Securities Act pursuant to the registration
exemption provided by Rule 144A. The Trustee shall cooperate with the Depositor
in providing the Rule 144A information referenced in the preceding sentence,
including providing to the Depositor such information regarding the
Certificates, the Mortgage Loans and other matters regarding the Trust Fund as
the Depositor shall reasonably request to meet its obligation under the
preceding sentence. Each Holder of a Private Certificate desiring to effect such
Transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor
and the Seller 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.

                  No Transfer of an ERISA Restricted Certificate shall be made
unless the Trustee shall have received either (i) a representation from the
transferee of such Certificate acceptable to and in form and substance
satisfactory to the Trustee to the effect that such transferee is not an
employee benefit plan subject to Section 406 of ERISA and/or a plan subject to
Section 4975 of the Code, or a Person acting on behalf of any such plan or using
the assets of any such plan, or (ii) in the case of any such ERISA Restricted
Certificate presented for registration in the name of an employee benefit plan
subject to ERISA, or a plan subject to Section 4975 of the Code (or comparable
provisions of any subsequent enactments), or a trustee of any such plan or any
other person acting on behalf of any such plan, an Opinion of Counsel
satisfactory to the Trustee for the benefit of the Trustee, the Depositor and
the Servicers and on which they may rely to the effect that the purchase and
holding of such ERISA Restricted Certificate is permissible under applicable
law, will not result in any prohibited transactions under ERISA or Section 4975
of the Code and will not subject the Trustee, the Depositor or any Servicer to
any obligation in addition to those expressly undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Trustee, the Depositor
or any Servicer. Notwithstanding anything else to the contrary herein, any
purported transfer of an ERISA Restricted Certificate to or on behalf of an
employee benefit plan subject to Section 406 of ERISA and/or a plan subject to
Section 4975 of the Code other than in compliance with the foregoing shall be
void and of no effect; provided that the restriction set forth in this sentence
shall not be applicable if there has been delivered to the Trustee an Opinion of
Counsel meeting the requirements of clause (ii) of the first sentence of this
paragraph. The Trustee shall not be under any liability to any Person for any
registration of transfer of any ERISA Restricted Certificate that is in fact not
permitted by this Section 6.02(b) or for making any payments due on such
Certificate to the Holder thereof or taking any other action with respect to
such Holder under the provisions of this Agreement. The Trustee shall be
entitled, but not obligated, to recover from any Holder of any ERISA Restricted
Certificate that was in fact an employee benefit plan subject to Section 406 of
ERISA or a plan subject to Section 4975 of the Code or a Person acting on behalf
of any such plan at the time it became a Holder or, at such subsequent time as
it became such a plan or Person acting on behalf of such a plan, all payments
made on such ERISA Restricted Certificate at and after either such time. Any
such payments so recovered by the Trustee shall be paid and delivered by the
Trustee to the last preceding Holder of such Certificate that is not such a plan
or Person acting on behalf of a plan.

                  Each beneficial owner of a Group I Subordinate Certificate or
Group II Mezzanine Certificate or any interest therein shall be deemed to have
represented, by virtue of its



                                     -121-
<PAGE>
acquisition or holding of that certificate or interest therein, that either (i)
it is not a Plan or investing with "Plan Assets", (ii) in the case of
Certificates other than the Class I-B-4, Class I-B-5 and Class I-B-6
Certificates, it has acquired and is holding such certificate in reliance on the
Exemption, and that it understands that there are certain conditions to the
availability of the Exemption, including that the certificate must be rated, at
the time of purchase, not lower than "BBB-" (or its equivalent) by S&P or
Moody's, and the certificate is so rated or (iii) (1) it is an insurance
company, (2) the source of funds used to acquire or hold the certificate or
interest therein is an "insurance company general account," as such term is
defined in Prohibited Transaction Class Exemption ("PTCE") 95-60 and (3) the
conditions in Sections I and III of PTCE 95-60 have been satisfied.

                  (c) Each Person who has or who acquires any Ownership Interest
in a Residual Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following provisions,
and the rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:

                  (i) Each Person holding or acquiring any Ownership Interest in
         a Residual 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) No Ownership Interest in a Residual Certificate may be
         registered on the Closing Date or thereafter transferred, and the
         Trustee shall not register the Transfer of any Residual Certificate
         unless, in addition to the certificates required to be delivered to the
         Trustee under subparagraph (b) above, the Trustee shall have been
         furnished with an affidavit (a "Transfer Affidavit") of the initial
         owner or the proposed transferee in the form attached hereto as Exhibit
         D.

                  (iii) Each Person holding or acquiring any Ownership Interest
         in a Residual Certificate shall agree (A) to obtain a Transfer
         Affidavit from any other Person to whom such Person attempts to
         Transfer its Ownership Interest in a Residual Certificate, (B) to
         obtain a Transfer Affidavit from any Person for whom such Person is
         acting as nominee, trustee or agent in connection with any Transfer of
         a Residual Certificate and (C) not to Transfer its Ownership Interest
         in a Residual Certificate or to cause the Transfer of an Ownership
         Interest in a Residual Certificate to any other Person if it has actual
         knowledge that such Person is not a Permitted Transferee.

                  (iv) Any attempted or purported Transfer of any Ownership
         Interest in a Residual Certificate in violation of the provisions of
         this Section 6.02(c) shall be absolutely null and void and shall vest
         no rights in the purported Transferee. If any purported transferee
         shall become a Holder of a Residual Certificate in violation of the
         provisions of this Section 6.02(c), then the last preceding Permitted
         Transferee shall be restored to all rights as Holder thereof
         retroactive to the date of registration of Transfer of such Residual
         Certificate. The Trustee shall be under no liability to any Person for
         any registration of Transfer of a Residual Certificate that is in fact
         not permitted by Section 6.02(b) and this Section 6.02(c) or for making
         any payments due on such Certificate to



                                     -122-
<PAGE>

         the Holder thereof or taking any other action with respect to such
         Holder under the provisions of this Agreement so long as the Transfer
         was registered after receipt of the related Transfer Affidavit. The
         Trustee shall be entitled but not obligated to recover from any Holder
         of a Residual Certificate that was in fact not a Permitted Transferee
         at the time it became a Holder or, at such subsequent time as it became
         other than a Permitted Transferee, all payments made on such Residual
         Certificate at and after either such time. Any such payments so
         recovered by the Trustee shall be paid and delivered by the Trustee to
         the last preceding Permitted Transferee of such Certificate.

                  The restrictions on Transfers of a Residual Certificate set
forth in this Section 6.02(c) shall cease to apply (and the applicable portions
of the legend on a Residual Certificate may be deleted) with respect to
Transfers occurring after delivery to the Trustee of an Opinion of Counsel,
which Opinion of Counsel shall not be an expense of the Trustee or the Seller to
the effect that the elimination of such restrictions will not cause REMIC I,
REMIC II, REMIC III and/or REMIC IV, as applicable, to fail to qualify as a
REMIC at any time that the Certificates are outstanding or result in the
imposition of any tax on the Trust Fund, a Certificateholder or another Person.
Each Person holding or acquiring any ownership Interest in a Residual
Certificate hereby consents to any amendment of this Agreement that, based on an
Opinion of Counsel furnished to the Trustee, is reasonably necessary (a) to
ensure that the record ownership of, or any beneficial interest in, a Residual
Certificate is not transferred, directly or indirectly, to a Person that is not
a Permitted Transferee and (b) to provide for a means to compel the Transfer of
a Residual Certificate that is held by a Person that is not a Permitted
Transferee to a Holder that is a Permitted Transferee.

                  (d) The preparation and delivery of all certificates and
opinions referred to above in this Section 6.02 shall not be an expense of the
Trust Fund, the Trustee, the Depositor or the Seller.

         Section 6.03. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.

         If (a) any mutilated Certificate is surrendered to the Trustee, or the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Certificate and of the ownership thereof and (b) there is delivered to
the Trustee 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 that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute, authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
Class, tenor and Percentage Interest. In connection with the issuance of any new
Certificate under this Section 6.03, 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) connected therewith. Any replacement Certificate issued pursuant to
this Section 6.03 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. All Certificates
surrendered to the Trustee under the terms of this Section 6.03 shall be
canceled and destroyed by the Trustee in accordance with its standard procedures
without liability on its part.

                                     -123-
<PAGE>

         Section 6.04. PERSONS DEEMED OWNERS.

         The Trustee and any of their agents may treat the person in whose name
any Certificate is registered as the owner of such Certificate for the purpose
of receiving distributions as provided in this Agreement and for all other
purposes whatsoever, and neither the Trustee nor any of its agents shall be
affected by any notice to the contrary.

         Section 6.05. ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND
ADDRESSES.

         If three or more Certificateholders (a) request such information in
writing from the Trustee, (b) state that such Certificateholders desire to
communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates, and (c) provide a copy of the
communication that such Certificateholders propose to transmit or if the
Depositor shall request such information in writing from the Trustee, then the
Trustee shall, within ten Business Days after the receipt of such request,
provide the Depositor or such Certificateholders at such recipients' expense the
most recent list of the Certificateholders of the Trust Fund held by the
Trustee, if any. The Depositor and every Certificateholder, by receiving and
holding a Certificate, agree that the Trustee shall not be held accountable by
reason of the disclosure of any such information as to the list of the
Certificateholders hereunder, regardless of the source from which such
information was derived.

         Section 6.06. BOOK-ENTRY CERTIFICATES.

         The Regular Certificates, upon original issuance, shall be issued in
the form of one or more typewritten Certificates representing the Book- Entry
Certificates, to be delivered to the Depository by or on behalf of the
Depositor. Such Certificates shall initially be registered on the Certificate
Register in the name of the Depository or its nominee, and no Certificate Owner
of such Certificates will receive a definitive certificate representing such
Certificate Owner's interest in such Certificates, except as provided in Section
6.08. Unless and until definitive, fully registered Certificates ("Definitive
Certificates") have been issued to the Certificate Owners of such Certificates
pursuant to Section 6.08:

                  (a) the provisions of this Section shall be in full force and
effect;

                  (b) the Depositor and the Trustee may deal with the Depository
and the Depository Participants for all purposes (including the making of
distributions) as the authorized representative of the respective Certificate
Owners of such Certificates;

                  (c) registration of the Book-Entry Certificates may not be
transferred by the Trustee except to another Depository;

                  (d) the rights of the respective Certificate Owners of such
Certificates shall be exercised only through the Depository and the Depository
Participants and shall be limited to those established by law and agreements
between the Owners of such Certificates and the Depository and/or the Depository
Participants. Pursuant to the Depository Agreement, unless and until Definitive
Certificates are issued pursuant to Section 6.08, the Depository will make
book-


                                     -124-
<PAGE>

entry transfers among the Depository Participants and receive and transmit
distributions of principal and interest on the related Certificates to such
Depository Participants;

                  (e) the Depository may collect its usual and customary fees,
charges and expenses from its Depository Participants;

                  (f) the Trustee may rely and shall be fully protected in
relying upon information furnished by the Depository with respect to its
Depository Participants; and

                  (g) to the extent that the provisions of this Section conflict
with any other provisions of this Agreement, the provisions of this Section
shall control.

                  For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of,
Certificateholders evidencing a specified percentage of the aggregate unpaid
principal amount of any Class of Certificates, such direction or consent may be
given by Certificate Owners (acting through the Depository and the Depository
Participants) owning Book-Entry Certificates evidencing the requisite percentage
of principal amount of such Class of Certificates.

         Section 6.07. NOTICES TO DEPOSITORY.

         Whenever any notice or other communication is required to be given to
Certificateholders of a Class with respect to which Book-Entry Certificates have
been issued, unless and until Definitive Certificates shall have been issued to
the related Certificate Owners, the Trustee shall give all such notices and
communications to the Depository.

         Section 6.08. DEFINITIVE CERTIFICATES.

         If, after Book-Entry Certificates have been issued with respect to any
Certificates, (a) the Depositor or the Depository advises the Trustee that the
Depository is no longer willing or able to discharge properly its
responsibilities under the Depository Agreement with respect to such
Certificates and the Trustee or the Depositor is unable to locate a qualified
successor, (b) the Depositor, at its sole option, advises the Trustee that it
elects to terminate the book-entry system with respect to such Certificates
through the Depository or (c) after the occurrence and continuation of an Event
of Default, Certificate Owners of such Book-Entry Certificates having not less
than 51% of the Voting Rights evidenced by any Class of Book-Entry Certificates
advise the Trustee and the Depository in writing through the Depository
Participants that the continuation of a book-entry system with respect to
Certificates of such Class through the Depository (or its successor) is no
longer in the best interests of the Certificate Owners of such Class, then the
Trustee shall notify all Certificate Owners of such Certificates, through the
Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to applicable Certificate Owners requesting the same.
The Depositor shall provide the Trustee with an adequate inventory of
certificates to facilitate the issuance and transfer of Definitive Certificates.
Upon surrender to the Trustee of any such Certificates by the Depository,
accompanied by registration instructions from the Depository for registration,
the Trustee shall countersign and deliver such Definitive Certificates. Neither
the Depositor nor the Trustee shall be liable for any delay in delivery of such
instructions and each may conclusively rely on, and


                                     -125-
<PAGE>

shall be protected in relying on, such instructions. Upon the issuance of such
Definitive Certificates, all references herein to obligations imposed upon or to
be performed by the Depository shall be deemed to be imposed upon and performed
by the Trustee, to the extent applicable with respect to such Definitive
Certificates and the Trustee shall recognize the Holders of such Definitive
Certificates as Certificateholders hereunder.

         Section 6.09. MAINTENANCE OF OFFICE OR AGENCY.

         The Trustee will maintain or cause to be maintained at its expense an
office or offices or agency or agencies at Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479, Attention: Nomura Asset Acceptance Corporation,
Series 2005-AP1 where Certificates may be surrendered for registration of
transfer or exchange. The Trustee will give prompt written notice to the
Certificateholders of any change in such location of any such office or agency.



                                     -126-
<PAGE>

                                   ARTICLE VII

                             THE DEPOSITOR AND GMACM

         Section 7.01. LIABILITIES OF THE DEPOSITOR AND GMACM. Each of the
Depositor and GMACM shall be liable in accordance herewith only to the extent of
the obligations specifically imposed upon and undertaken by it herein.
Notwithstanding anything herein to the contrary, the obligations of GMACM as
Servicer under this Agreement relate solely to the GMACM Mortgage Loans. GMACM
shall have no obligations, including but not limited to those of
indemnification, relating to the M&T Mortgage Loans.

         Section 7.02. MERGER OR CONSOLIDATION OF THE DEPOSITOR OR GMACM.

                  (a) Each of the Depositor and GMACM will keep in full force
and effect its rights and franchises as a corporation under the laws of the
state of its incorporation, and will 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 duties under this Agreement.

                  (b) Any Person into which the Depositor or GMACM may be merged
or consolidated, or any corporation resulting from any merger or consolidation
to which the Depositor or GMACM shall be a party, or any Person succeeding to
the business of the Depositor or GMACM shall be the successor of the Depositor
or GMACM hereunder, without the execution or filing of any paper or further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

         Section 7.03. INDEMNIFICATION OF DEPOSITOR AND GMACM.

                  (a) The Depositor agrees to indemnify the Indemnified Persons
for, and to hold them harmless against, any loss, liability or expense
(including reasonable legal fees and disbursements of counsel) incurred on their
part that may be sustained in connection with, arising out of, or relating to,
any claim or legal action (including any pending or threatened claim or legal
action) relating to this Agreement or the Certificates (i) related to the
Depositor's failure to perform its duties in compliance with this Agreement
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) or (ii) incurred by reason of the Depositor's
willful misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder. This indemnity shall survive the resignation and the termination of
this Agreement.

                  (b) GMACM agrees to indemnify the Indemnified Persons for, and
to hold them harmless against, any loss, liability or expense (including
reasonable legal fees and disbursements of counsel) incurred on their part that
may be sustained in connection with, arising out of, or relating to, any claim
or legal action (including any pending or threatened claim or legal action)
relating to GMACM's gross negligence in the performance of its duties under this
Agreement or failure to service the GMACM Mortgage Loans in material compliance
with the terms of this Agreement and for a material breach of any
representation, warranty or covenant of



                                     -127-
<PAGE>

GMACM contained herein. GMACM shall immediately notify the Trustee if a claim is
made by a third party with respect to this Agreement or the GMACM Mortgage
Loans, assume (with the consent of the Trustee and with counsel reasonably
satisfactory to the Trustee) the defense of any such claim and pay all expenses
in connection therewith, including counsel fees, and promptly appeal or pay,
discharge and satisfy any judgment or decree which may be entered against it or
any Indemnified Person in respect of such claim but failure to so notify GMACM
shall not limit its obligations hereunder. GMACM agrees that it will not enter
into any settlement of any such claim without the consent of the Indemnified
Persons unless such settlement includes an unconditional release of such
Indemnified Persons from all liability that is the subject matter of such claim.
The provisions of this Section 7.03(b) shall survive termination of this
Agreement.

         Section 7.04. LIMITATIONS ON LIABILITY OF THE DEPOSITOR, GMACM AND
OTHERS. Subject to the obligation of the Depositor and GMACM to indemnify the
Indemnified Persons pursuant to Section 7.03:

                  (a) Neither the Depositor, GMACM nor any of the directors,
officers, employees or agents of the Depositor and GMACM shall be under any
liability to the Indemnified Persons, the Trust Fund or the Certificateholders
for taking any action or for refraining from taking any action in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Depositor, GMACM or any such Person against
any breach of warranties or representations made herein or any liability which
would otherwise be imposed by reason of such Person's willful misfeasance, bad
faith or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder.

                  (b) The Depositor, GMACM and any director, officer, employee
or agent of the Depositor and GMACM 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.

                  (c) The Depositor, GMACM, the Trustee, the Custodian and any
director, officer, employee or agent of the Depositor, GMACM, the Trustee or the
Custodian shall be indemnified by the Trust Fund and held harmless thereby
against any loss, liability or either expense (including reasonable legal fees
and disbursements of counsel) incurred on their part that may be sustained in
connection with, arising out of, or related to, any claim or legal action
(including any pending or threatened claim or legal action) relating to this
Agreement or the Certificates, other than (i) with respect to GMACM, such loss,
liability or expense related to GMACM's failure to perform its duties in
compliance with this Agreement (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) or, with respect to
the Custodian, to the Custodian's failure to perform its duties hereunder, (ii)
with respect to GMACM, any such loss, liability or expense incurred by reason of
GMACM's willful misfeasance, bad faith or gross negligence in the performance of
its duties hereunder or (iii) with respect to the Custodian, any such loss,
liability or expense incurred by reason of the Custodian's willful misfeasance,
bad faith or gross negligence in the performance of its duties hereunder.

                  (d) Neither the Depositor nor GMACM shall be under any
obligation to appear in, prosecute or defend any legal action that is not
incidental to its duties under this


                                     -128-
<PAGE>

Agreement and that in its opinion may involve it in any expense or liability;
provided, however, the Trustee may in its discretion, undertake any such action
which it may deem necessary or desirable with 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 and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Fund, and the Trustee shall be entitled to be
reimbursed therefor out of the Distribution Account as provided by Section 4.05.
Nothing in this Subsection 7.04(d) shall affect the Trustee's obligation to take
such actions as are necessary to ensure the servicing and administration of the
Mortgage Loans pursuant to this Agreement.

                  (e) In taking or recommending any course of action pursuant to
this Agreement, unless specifically required to do so pursuant to this
Agreement, the Trustee shall not be required to investigate or make
recommendations concerning potential liabilities which the Trust might incur as
a result of such course of action by reason of the condition of the Mortgaged
Properties.

                  (f) The Trustee shall not be liable for any acts or omissions
of GMACM, the Depositor or the Custodian.

         Section 7.05. GMACM NOT TO RESIGN.

         GMACM shall not resign from the obligations and duties hereby imposed
on it except upon the determination that its duties hereunder are no longer
permissible under applicable law or the performance of such duties are no longer
possible in order to comply with applicable law and such incapacity or
impossibility cannot be cured by GMACM. Any determination permitting the
resignation of GMACM shall be evidenced by an Opinion of Counsel to such effect
delivered to the Trustee which Opinion of Counsel shall be in form and substance
acceptable to the Trustee. No appointment of a successor to GMACM shall be
effective hereunder unless (a) the Rating Agencies have confirmed in writing
that such appointment will not result in a downgrade, qualification or
withdrawal of the then current ratings assigned to the Certificates, (b) such
successor shall have represented that it is meets the eligibility criteria set
forth in Section 8.02 and (c) such successor has agreed to assume the
obligations of GMACM hereunder to the extent of the GMACM Mortgage Loans. GMACM
shall provide a copy of the written confirmation of the Rating Agencies and the
agreement executed by such successor to the Trustee. No such resignation shall
become effective until a Qualified Successor or the Trustee shall have assumed
GMACM's responsibilities and obligations hereunder. GMACM shall notify the
Trustee and the Rating Agencies of its resignation.

         Section 7.06. TERMINATION OF GMACM WITHOUT CAUSE; APPOINTMENT OF
SPECIAL SERVICER.

                  (a) The Seller may, at its option, terminate the servicing
responsibilities of GMACM as Servicer hereunder with respect to the GMACM
Mortgage Loans without cause. No such termination shall become effective unless
and until a successor to GMACM shall have been appointed to service and
administer the GMACM Mortgage Loans pursuant to the terms and conditions of this
Agreement. No appointment shall be effective unless (i) such successor to GMACM
meets the eligibility criteria contained in Section 8.02, (ii) the Trustee shall
have


                                     -129-
<PAGE>

consented to such appointment, (iii) the Rating Agencies have confirmed in
writing that such appointment will not result in a downgrade, qualification or
withdrawal of the then current ratings assigned to the Certificates, (iv) such
successor has agreed to assume the obligations of GMACM hereunder to the extent
of the GMACM Mortgage Loans and (v) all amounts reimbursable to GMACM pursuant
to the terms of this Agreement shall have been paid to GMACM by the successor
appointed pursuant to the terms of this Section 7.06 or by the Seller including
without limitation, all unreimbursed Advances and Servicing Advances made by
GMACM and all out-of-pocket expenses of GMACM incurred in connection with the
transfer of servicing to such successor. The Seller shall provide a copy of the
written confirmation of the Rating Agencies and the agreement executed by such
successor to the Trustee.

                  (b) In addition, the Seller may, at its option, appoint a
special servicer with respect to certain of the GMACM Mortgage Loans. The Seller
and GMACM shall negotiate in good faith with any proposed special servicer with
respect to the duties and obligations of such special servicer with respect to
any such GMACM Mortgage Loan. Any subservicing agreement shall contain terms and
provisions acceptable to the Trustee and shall obligate the special servicer to
subservice such GMACM Mortgage Loans in accordance with Accepted Servicing
Practices. The fee payable to the special servicer for the performance of such
duties and obligations will be paid from the Servicing Fee collected by GMACM
with respect to each such GMACM Mortgage Loan and will be remitted to such
special servicer by GMACM.



                                     -130-
<PAGE>

                                  ARTICLE VIII

                        DEFAULT; TERMINATION OF SERVICER

         Section 8.01. SERVICER DEFAULT.

         In case one or more of the following events of default by a Servicer
(each, a "Servicer Default") shall occur and be continuing, that is to say:

                  (i) any failure by GMACM to remit to the Trustee any payment
required to be made under the terms of this Agreement which continues unremedied
for a period of three Business Days; or

                  (ii) failure on the part of GMACM to duly observe or perform
in any material respect any other of the covenants or agreements on the part of
GMACM set forth in this Agreement, the breach of which has a material adverse
effect and which continue unremedied for a period of sixty days after the date
on which written notice of such failure, requiring the same to be remedied,
shall have been given to GMACM by the Trustee or to GMACM and the Trustee by the
holders of Certificates evidencing not less than 25% of the Voting Rights
evidenced by the Certificates; or

                  (iii) a decree or order of a court or agency or supervisory
authority having jurisdiction for the appointment of a conservator or receiver
or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of
assets and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against GMACM and such
decree or order shall have remained in force undischarged or unstayed for a
period of sixty days; or

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

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

                  (vi) GMACM attempts to assign its right to servicing
compensation hereunder (other than any payment by GMACM to the Seller of any
portion of the Servicing Fee payable to GMACM as provided in a separate side
letter between the Seller and GMACM) or GMACM attempts to sell or otherwise
dispose of all or substantially all of its property or assets or to assign this
Agreement or the servicing responsibilities hereunder or to delegate its duties
hereunder or any portion thereof except, in each case as otherwise permitted
herein; or



                                     -131-
<PAGE>

                  (vii) GMACM ceases to be qualified to transact business in any
jurisdiction where it is currently so qualified, but only to the extent such
non-qualification materially and adversely affects GMACM's ability to perform
its obligations hereunder; or

                  (viii) a default by M&T under the M&T Servicing Agreement; or

                  (ix) a default by GreenPoint under the GreenPoint Servicing
Agreement.

         then, and in each and every such case, so long as a Servicer Default
shall not have been remedied, the Trustee, by notice in writing to the related
Servicer shall with respect to a payment default by the related Servicer
pursuant to Section 8.01(i) of this Agreement or pursuant to the M&T Servicing
Agreement or GreenPoint Servicing Agreement, as applicable, and, upon the
occurrence and continuance of any other Servicer Default, may, and, at the
written direction of Certificateholders evidencing not less than 25% of the
Voting Rights shall, in addition to whatever rights the Trustee on behalf of the
Certificateholders may have under Section 7.03 or under the M&T Servicing
Agreement or the GreenPoint Servicing Agreement and at law or equity to damages,
including injunctive relief and specific performance, terminate all the rights
and obligations of GMACM under this Agreement and in and to the related Mortgage
Loans and the proceeds thereof without compensating GMACM for the same with
respect to a default by GMACM, or terminate all the rights and obligations of
M&T under the M&T Servicing Agreement or GreenPoint under the GreenPoint
Servicing Agreement and in and to the related Mortgage Loans in accordance with
the M&T Servicing Agreement or the GreenPoint Servicing Agreement, as
applicable; provided, that in addition to the notice provided for in the
preceding sentence, the Trustee shall first provide written notice to M&T within
two Business Days following the occurrence of a payment default by M&T in
accordance with the M&T Servicing Agreement. On or after the receipt by a
Servicer of such written notice, all authority and power of such Servicer under
this Agreement, the M&T Servicing Agreement or the GreenPoint Servicing
Agreement, as applicable, whether with respect to the related Mortgage Loans or
otherwise, shall pass to and be vested in the Trustee. Upon written request from
the Trustee, the related Servicer shall prepare, execute and deliver, any and
all documents and other instruments, place in the Trustee's possession all
Mortgage Files relating to the related Mortgage Loans, and 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 related Mortgage Loans and related documents, or otherwise, at
such Servicer's sole expense. GMACM, pursuant to this Agreement, M&T pursuant to
the M&T Servicing Agreement or GreenPoint pursuant to the GreenPoint Servicing
Agreement, shall cooperate with the Trustee in effecting the termination of the
related Servicer's responsibilities and rights hereunder, under the M&T
Servicing Agreement or under the GreenPoint Servicing Agreement, as applicable,
including, without limitation, the transfer to such successor for administration
by it of all cash amounts which shall at the time be credited by the defaulting
Servicer to its Custodial Account or Escrow Account or thereafter received with
respect to the related Mortgage Loans or any related REO Property (provided,
however, that the defaulting Servicer shall continue to be entitled to receive
all amounts accrued or owing to it under this Agreement, under the M&T Servicing
Agreement or under the GreenPoint Servicing Agreement, as applicable, on or
prior to the date of such termination, whether in respect of Advances, Servicing
Advances, accrued and unpaid Servicing Fees or otherwise, and shall continue to
be entitled to the benefits of Section 7.04,


                                     -132-
<PAGE>

notwithstanding any such termination, with respect to events occurring prior to
such termination). The Trustee shall not have knowledge of a Servicer Default
unless a Responsible Officer of the Trustee has actual knowledge or unless
written notice of any Servicer Default is received by the Trustee at its
Corporate Trust Office and such notice references the Certificates, the Trust
Fund or this Agreement. Notwithstanding the Servicer Default set forth in
clauses (viii) and (ix) above, there shall be no cross-default between the
Servicers.

         Section 8.02. TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.

         On and after the time a Servicer receives a notice of termination
pursuant to Section 8.01 or pursuant to the M&T Servicing Agreement or
GreenPoint Servicing Agreement, as applicable, the Trustee shall become the
successor to such Servicer with respect to the transactions set forth or
provided for herein or under the M&T Servicing Agreement or GreenPoint Servicing
Agreement and after a transition period (not to exceed 90 days), shall be
subject to all the responsibilities, duties and liabilities relating thereto
placed on such Servicer by the terms and provisions hereof or the M&T Servicing
Agreement or GreenPoint Servicing Agreement, as applicable, and applicable law
including the obligation to make Advances pursuant to Article VI hereof or
pursuant to the M&T Servicing Agreement or GreenPoint Servicing Agreement,
except as otherwise provided herein; provided, however, that the Trustee's
obligation to make Advances in its capacity as Successor Servicer shall not be
subject to such 90 day transition period and the Trustee in such capacity will
make any Advance required to be made by the terminated Servicer on the
Distribution Date on which the terminated Servicer was required to make such
Advance. Effective on the date of such notice of termination, as compensation
therefor, the Trustee shall be entitled to all fees, costs and expenses relating
to the Mortgage Loans that the terminated Servicer would have been entitled to
if it had continued to act hereunder or under the M&T Servicing Agreement or
GreenPoint Servicing Agreement, as applicable, provided, however, that the
Trustee shall not be (i) liable for any acts or omissions of the terminated
Servicer, (ii) obligated to make Advances if it is prohibited from doing so
under applicable law or determines that such Advance, if made, would constitute
a Nonrecoverable Advance, (iii) responsible for expenses of the terminated
Servicer pursuant to Section 2.03 or pursuant to the M&T Servicing Agreement or
GreenPoint Servicing Agreement or (iv) obligated to deposit losses on any
Permitted Investment directed by the terminated Servicer. Notwithstanding the
foregoing, the Trustee may, if it shall be unwilling to so act, or shall, if it
is prohibited by applicable law from making Advances pursuant to Article VI of
this Agreement or pursuant to the M&T Servicing Agreement or GreenPoint
Servicing Agreement or if it is otherwise unable to so act, appoint, or petition
a court of competent jurisdiction to appoint, any established mortgage loan
servicing institution the appointment of which does not adversely affect the
then current rating of the Certificates by each Rating Agency as the successor
to the Servicer hereunder or under the M&T Servicing Agreement or GreenPoint
Servicing Agreement, as applicable, in the assumption of all or any part of the
responsibilities, duties or liabilities of the Servicer hereunder or under the
M&T Servicing Agreement or GreenPoint Servicing Agreement, as applicable. Any
Successor Servicer shall (i) be an institution that is a Fannie Mae and Freddie
Mac approved seller/servicer in good standing, that has a net worth of at least
$15,000,000 and (ii) be willing to act as successor servicer of any Mortgage
Loans under this Agreement or under the M&T Servicing Agreement or GreenPoint
Servicing Agreement, as applicable, and shall have executed and delivered to the
Depositor and the Trustee an agreement accepting such delegation and


                                     -133-
<PAGE>

assignment, that contains an assumption by such Person of the rights, powers,
duties, responsibilities, obligations and liabilities of the terminated Servicer
(other than any liabilities of the terminated Servicer hereof incurred prior to
termination of the Servicer under Section 8.01), with like effect as if
originally named as a party to this Agreement or the M&T Servicing Agreement or
GreenPoint Servicing Agreement, as applicable, provided that each Rating Agency
shall have acknowledged in writing that its rating of the Certificates in effect
immediately prior to such assignment and delegation will not be qualified or
reduced as a result of such assignment and delegation. If the Trustee assumes
the duties and responsibilities of the terminated Servicer in accordance with
this Section 8.02, the Trustee shall not resign as servicer until a Successor
Servicer has been appointed and has accepted such appointment. Pending
appointment of a successor to the terminated Servicer hereunder, the Trustee,
unless the Trustee is prohibited by law from so acting, shall, subject to
Section 4.04 hereof, 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 related Mortgage Loans or
otherwise as it and such successor shall agree; provided that no such
compensation shall be in excess of that permitted the terminated Servicer
hereunder or under the M&T Servicing Agreement or GreenPoint Servicing
Agreement. The Trustee and such successor shall take such action, consistent
with this Agreement or the M&T Servicing Agreement or GreenPoint Servicing
Agreement, as applicable, as shall be necessary to effectuate any such
succession. Neither the Trustee nor any other Successor Servicer shall be deemed
to be in default hereunder by reason of any failure to make, or any delay in
making, any distribution hereunder or any portion thereof or any failure to
perform, or any delay in performing, any duties or responsibilities hereunder,
in either case caused by the failure of the related Servicer to deliver or
provide, or any delay in delivering or providing, any cash, information,
documents or records to it.

         The costs and expenses of the Trustee in connection with the
termination of a Servicer, appointment of a Successor Servicer and, if
applicable, any transfer of servicing, including, without limitation, all costs
and expenses associated with the complete transfer of all servicing data and the
completion, correction or manipulation of such servicing data as may be required
by the Trustee to correct any errors or insufficiencies in the servicing data or
otherwise to enable the Trustee or the Successor Servicer to service the related
Mortgage Loans properly and effectively, to the extent not paid by the
terminated Servicer as may be required herein or under the M&T Servicing
Agreement or GreenPoint Servicing Agreement, as applicable, shall be payable to
the Trustee from the Distribution Account pursuant to Section 4.07. Any
successor to the terminated Servicer as successor servicer under this Agreement
or the M&T Servicing Agreement or GreenPoint Servicing Agreement, as applicable,
shall give notice to the applicable Mortgagors of such change of servicer and
shall, during the term of its service as successor servicer maintain in force
the policy or policies that the terminated Servicer is required to maintain
pursuant to Section 3.04 or pursuant to the M&T Servicing Agreement or
GreenPoint Servicing Agreement, as applicable.

         Section 8.03. NOTIFICATION TO CERTIFICATEHOLDERS.

                  (a) Upon any termination of or appointment of a successor to a
Servicer, the Trustee shall give prompt written notice thereof to
Certificateholders and to each Rating Agency.

                                     -134-
<PAGE>

                  (b) Within 60 days after the occurrence of any Servicer
Default, the Trustee shall transmit by mail to all Certificateholders notice of
each such Servicer Default hereunder known to the Trustee, unless such default
shall have been cured or waived.

         Section 8.04. WAIVER OF SERVICER DEFAULTS.

         The Trustee may waive only by written notice from Certificateholders
evidencing 66-2/3 of the Voting Rights (unless such default materially and
adversely affects all Certificateholders, in which case the written direction
shall be from all of the Certificateholders) any default by a Servicer in the
performance of its obligations hereunder or under the M&T Servicing Agreement or
GreenPoint Servicing Agreement, as applicable, and its consequences. Upon any
such waiver of a past default, such default shall cease to exist, and any
Servicer Default arising therefrom shall be deemed to have been remedied for
every purpose of this Agreement. No such waiver shall extend to any subsequent
or other default or impair any right consequent thereon except to the extent
expressly so waived in writing.



                                     -135-
<PAGE>

                                   ARTICLE IX

                             CONCERNING THE TRUSTEE

         Section 9.01. DUTIES OF TRUSTEE.

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

                  (b) Upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments which are specifically
required to be furnished to the Trustee pursuant to any provision of this
Agreement, the Trustee shall examine them to determine whether they are in the
form required by this Agreement; provided, however, that the Trustee shall not
be responsible for the accuracy or content of any resolution, certificate,
statement, opinion, report, document, order or other instrument furnished by the
Servicers.

                  (c) On each Distribution Date, the Trustee shall make monthly
distributions and the final distribution to the Certificateholders from funds in
the Distribution Accounts as provided in Sections 5.04 and 10.01 based the
applicable Remittance Report.

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

                  (i) Prior to the occurrence of a Servicer Default and after
         the curing or waiver of all Servicer Defaults which may have occurred
         with respect to the Trustee, 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 its
         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 and shall be fully protected
         in acting or refraining from acting, as to the truth of the statements
         and the correctness of the opinions expressed therein, upon any
         certificates or opinions furnished to the Trustee and conforming to the
         requirements of this Agreement;

                  (ii) The Trustee shall not be liable in its individual
         capacity 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 grossly negligent in ascertaining the
         pertinent facts;

                  (iii) The Trustee shall not be liable with respect to any
         action taken, suffered or omitted to be taken by it in good faith and
         believed by it to be authorized or within the


                                     -136-
<PAGE>

         rights or powers conferred upon it by this Agreement, the M&T Servicing
         Agreement and the GreenPoint Servicing Agreement or in accordance with
         the directions of the Holders of Certificates evidencing not less than
         25% of the aggregate Voting Rights of the Certificates, if such action
         or non-action relates to the time, method and place of conducting any
         proceeding for any remedy available to the Trustee or exercising any
         trust or other power conferred upon the Trustee under this Agreement,
         the M&T Servicing Agreement and the GreenPoint Servicing Agreement;

                  (iv) The Trustee shall not be required to take notice or be
         deemed to have notice or knowledge of any default or Servicer Default
         unless a Responsible Officer of the Trustee shall have actual knowledge
         thereof. In the absence of such notice, the Trustee may conclusively
         assume there is no such default or Servicer Default;

                  (v) The Trustee shall not in any way be liable by reason of
         any insufficiency in any Account held by or in the name of Trustee
         unless it is determined by a court of competent jurisdiction that the
         Trustee's gross negligence or willful misconduct was the primary cause
         of such insufficiency (except to the extent that the Trustee is obligor
         and has defaulted thereon);

                  (vi) Anything in this Agreement, the M&T Servicing Agreement
         or the GreenPoint Servicing Agreement to the contrary notwithstanding,
         in no event shall the Trustee be liable for special, indirect, punitive
         or consequential loss or damage of any kind whatsoever (including but
         not limited to lost profits), even if the Trustee has been advised of
         the likelihood of such loss or damage and regardless of the form of
         action and whether or not any such damages were foreseeable or
         contemplated; and

                  (vii) None of the Seller, the Depositor or the Trustee shall
         be responsible for the acts or omissions of the other, it being
         understood that this Agreement shall not be construed to render them
         partners, joint venturers or agents of one another.

The Trustee shall not be required to expend or risk its own funds or otherwise
incur liability, financial or otherwise, in the performance of any of its duties
hereunder or under the M&T Servicing Agreement or GreenPoint Servicing
Agreement, or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it, and
none of the provisions contained in this Agreement or in the M&T Servicing
Agreement or GreenPoint Servicing Agreement shall in any event require the
Trustee to perform, or be responsible for the manner of performance of, any of
the obligations of the terminated Servicer hereunder or under the M&T Servicing
Agreement or GreenPoint Servicing Agreement.

                  (e) All funds received by the Trustee and required to be
deposited in the Distribution Accounts pursuant to this Agreement will be
promptly so deposited by the Trustee.

         Section 9.02. CERTAIN MATTERS AFFECTING THE TRUSTEE.

                  (a) Except as otherwise provided in Section 9.01:



                                     -137-
<PAGE>

                  (i) The Trustee may conclusively rely and shall be fully
         protected in acting or refraining from acting in reliance on any
         resolution or certificate of the Seller, the Depositor or any Servicer,
         any certificates 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 advice of
         such counsel or any Opinion of Counsel shall be full and complete
         authorization and protection with respect to any action taken or
         suffered or omitted by it hereunder in good faith and in accordance
         with such advice or Opinion of Counsel:

                  (iii) The Trustee shall not be under any obligation to
         exercise any of the trusts or powers vested in it by this Agreement,
         other than its obligation to give notices pursuant to 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, unless
         such Certificateholders shall have offered to the Trustee reasonable
         security or indemnity satisfactory to it 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 a Servicer Default of which a Responsible
         Officer of the Trustee has actual knowledge (which has not been cured
         or waived), 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 person would exercise under the circumstances in
         the conduct of his own affairs;

                  (iv) The Trustee shall not be liable in its individual
         capacity 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, the M&T Servicing
         Agreement or the GreenPoint Servicing Agreement;

                  (v) 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 Holders of Certificates evidencing not less than
         25% of the aggregate Voting Rights of the Certificates and provided
         that 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 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 taking any such action. The
         reasonable expense of every such examination shall be paid by the
         Certificateholders requesting the investigation;

                  (vi) The Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or through
         Affiliates, nominees, custodians, agents or attorneys. The Trustee
         shall not be liable or responsible for the misconduct or negligence


                                     -138-
<PAGE>

         of any of the Trustee's agents or attorneys or paying agent appointed
         hereunder by the Trustee with due care;

                  (vii) Should the Trustee deem the nature of any action
         required on its part to be unclear, the Trustee may require prior to
         such action that it be provided by the Depositor with reasonable
         further instructions; the right of the Trustee to perform any
         discretionary act enumerated in this Agreement, in the M&T Servicing
         Agreement or in the GreenPoint Servicing Agreement shall not be
         construed as a duty, and the Trustee shall not be accountable for other
         than its gross negligence or willful misconduct in the performance of
         any such act;

                  (viii) The Trustee shall not be required to give any bond or
         surety with respect to the execution of the trust created hereby or the
         powers granted hereunder;

                  (ix) The Trustee shall not have any duty to conduct any
         affirmative investigation as to the occurrence of any condition
         requiring the repurchase of any Mortgage Loan by any Person pursuant to
         this Agreement, or the eligibility of any Mortgage Loan for purposes of
         this Agreement;

                  (x) The Trustee shall have no duty hereunder with respect to
         any complaint, claim, demand, notice or other document it may receive
         or which may be alleged to have been delivered or served upon it by the
         parties as a consequence of the assignment of any Mortgage Loan
         hereunder; provided, however that the Trustee shall promptly remit to
         the related Servicer upon receipt any such complaint, claim, demand,
         notice or other document (i) which is delivered to the Trustee at is
         Corporate Trust Office, (ii) of which a Responsible Officer has actual
         knowledge or (iii) which contains information sufficient to permit the
         Trustee to make a determination that the real property to which such
         document relates is a Mortgaged Property; and

                  (xi) The Trustee is hereby directed by the Depositor to
         execute the Cap Contract on behalf of the Trust Fund in the form
         presented to it by the Depositor and shall have no responsibility for
         the contents of the Cap Contract, including, without limitation, the
         representations and warranties contained therein. Any funds payable by
         the Trustee under the Cap Contract at closing shall be paid by the
         Depositor. Notwithstanding anything to the contrary contained herein or
         in the Cap Contract, the Trustee shall not be required to make any
         payments to the counterparty under the Cap Contract.

         Section 9.03. TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS.

         The recitals contained herein and in the Certificates (other than the
signature and authentication of the Trustee on the Certificates) shall be taken
as the statements of the Depositor, and the Trustee shall not have any
responsibility for their correctness. The Trustee does not make any
representation as to the validity or sufficiency of the Certificates (other than
the signature and authentication of the Trustee on the Certificates) or of any
Mortgage Loan except as expressly provided in Sections 2.02 and 2.06. The
Trustee's signature and authentication (or authentication of its agent) on the
Certificates shall be solely in its capacity as



                                     -139-
<PAGE>

Trustee and shall not constitute the Certificates an obligation of the Trustee
in any other capacity. The Trustee shall not be accountable for the use or
application by the Depositor 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 with respect to the Mortgage Loans. The Trustee shall not be
responsible for the legality or validity of this Agreement or any document or
instrument relating to this Agreement, the validity of the execution of this
Agreement or of any supplement hereto or instrument of further assurance, or the
validity, priority, perfection or sufficiency of the security for the
Certificates issued hereunder or intended to be issued hereunder. The Trustee
shall not at any time have any responsibility or liability for or with respect
to the legality, validity and enforceability of the M&T Servicing Agreement, the
GreenPoint Servicng Agreement, the Cap Contract, the Custodial Agreement or any
Mortgage or any Mortgage Loan, or the perfection and priority of any Mortgage or
the maintenance of any such perfection and priority, or for or with respect to
the sufficiency of the Trust Fund or its ability to generate the payments to be
distributed to Certificateholders, under this Agreement. The Trustee shall not
have any responsibility for filing any financing or continuation statement in
any public office at any time or to otherwise perfect or maintain the perfection
of any security interest or lien granted to it hereunder or to record this
Agreement.

         Section 9.04. TRUSTEE MAY OWN CERTIFICATES.

         The Trustee in its individual capacity or in any capacity other than as
Trustee hereunder may become the owner or pledgee of any Certificates with the
same rights it would have if it were not the Trustee and may otherwise deal with
the parties hereto.

         Section 9.05. TRUSTEE'S COMPENSATION AND EXPENSES; INDEMNIFICATION.

                  (a) As compensation for the performance of its obligations
under this Agreement, the Trustee shall be entitled to all income and gain
realized from any investment of funds in the Distribution Account.

                  In addition, the Trustee will be entitled to recover from the
related Distribution Account pursuant to Section 4.07 all reasonable
out-of-pocket expenses, disbursements and advances and the expenses of the
Trustee in connection with the performance of its duties and obligations
hereunder or under any related documents, any Servicer Default, any breach of
this Agreement or any claim or legal action (including any pending or threatened
claim or legal action) incurred or made by the Trustee in the administration of
the trusts hereunder (including the reasonable compensation, expenses and
disbursements of its counsel) except any such expense, disbursement or advance
as may arise from its gross negligence or intentional misconduct provided,
however that to the extent that any such amounts are due the Trustee and are not
specifically related to the Group I Mortgage Loans or Group II Mortgage Loans,
then the payment of such amounts to the Trustee shall be made from amounts on
deposit in both Distribution Accounts, on a pro rata basis, based on the amounts
then on deposit in the Distribution Accounts. If funds in the Distribution
Account are insufficient therefor, the Trustee shall recover such expenses from
the Seller. Such compensation and reimbursement obligation shall not be limited
by any provision of law in regard to the compensation of a trustee of an


                                     -140-
<PAGE>

express trust. The rights of the Trustee under this Section 9.05 shall survive
the termination of this Agreement and the resignation or removal of the Trustee.

                  (b) The Trustee and its directors, officers, agents and
employees shall be indemnified and held harmless by the Trust Fund against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever, including reasonable attorney's fees, that may be imposed on,
incurred by or asserted against it or them in any way directly or indirectly
relating to or arising out of the transactions contemplated by this Agreement or
any other agreement entered into in connection herewith, including, but not
limited to, the Mortgage Loan Purchase Agreement assigned to the Trust pursuant
to this Agreement, the M&T Servicing Agreement assigned to the Trust pursuant to
the M&T Assignment Agreement, the GreenPoint Servicing Agreement assigned to the
Trust pursuant to the GreenPoint Assignment Agreement, the Custodial Agreement
or the Cap Contract or any action taken or not taken by it or them hereunder or
in connection herewith except to the extent caused by the Trustee's gross
negligence or willful misconduct. The indemnification provided for under this
Section 9.05 shall survive the termination of this Agreement and the resignation
or removal of the Trustee.

                  The Trustee and its directors, officers, agents and employees
shall be indemnified and held harmless by the Trust Fund from and against any
and all claims, demands, losses, penalties, liabilities, costs, damages,
injuries and expenses, including, without limitation, reasonable attorneys' fees
and expenses, suffered or sustained by the Trustee, either directly or
indirectly, relating to or arising out of any environmental law or regulation of
the United States or any state thereof, including, without limitation, any
judgment, award, settlement, reasonable attorneys' fees and expenses and other
costs or expenses incurred in connection with the defense of any actual or
threatened action, proceeding or claim.

         Section 9.06. ELIGIBILITY REQUIREMENTS FOR TRUSTEE.

         The Trustee and any successor Trustee shall during the entire duration
of this Agreement be a state bank or trust company or a national banking
association organized and doing business under the laws of a state or the United
States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus and undivided profits of at least
$40,000,000 or, in the case of a successor Trustee, $50,000,000, subject to
supervision or examination by federal or state authority and, in the case of the
Trustee, rated "BBB" or higher by Fitch Ratings with respect to their long-term
rating and rated "A-1" or higher by Standard & Poor's and "Baa2" or higher by
Moody's with respect to any outstanding long-term unsecured unsubordinated debt,
and, in the case of a successor Trustee other than pursuant to Section 9.10,
rated in one of the two highest long-term debt categories of, or otherwise
acceptable to, each of the Rating Agencies. If the Trustee 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 9.06 the combined capital and surplus of such corporation shall be
deemed to be its total equity capital (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 9.06, the Trustee shall resign immediately in the manner and with the
effect specified in Section 9.08.

                                     -141-
<PAGE>

         Section 9.07. INSURANCE.

         The Custodian hereunder, at its own expense, shall at all times
maintain and keep in full force and effect such insurance in amounts, with
standard coverage and subject to deductibles, as are customary for insurance
typically maintained by banks which act as custodians but, in any event not less
than that required by Fannie Mae. Evidence of such insurance shall be furnished
to any Certificateholder upon reasonable written request.

         Section 9.08. RESIGNATION AND REMOVAL OF TRUSTEE.

         The Trustee may at any time resign and be discharged from the Trust
hereby created by giving written notice thereof to the Depositor and the Seller,
with a copy to the Rating Agencies. Upon receiving such notice of resignation,
the Depositor shall promptly appoint a successor trustee by written instrument,
in triplicate, one copy of which instrument shall be delivered to the resigning
trustee and 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 or removal, the resigning or removed Trustee may petition
any court of competent jurisdiction for the appointment of a successor trustee.

         If at any time (i) the Trustee shall cease to be eligible in accordance
with the provisions of Section 9.06 hereof and shall fail to resign after
written request thereto by the Depositor, (ii) the Trustee shall become
incapable of acting, or shall be adjudged as 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, or
(iii)(A) a tax is imposed with respect to the Trust Fund by any state in which
the Trustee or the Trust Fund is located, (B) the imposition of such tax would
be avoided by the appointment of a different trustee and (C) the Trustee fails
to indemnify the Trust Fund against such tax, then the Depositor may remove the
Trustee and appoint a successor trustee by written instrument, in multiple
copies, a copy of which instrument shall be delivered to the Trustee and the
successor trustee.

         The Holders evidencing at least 51% of the Voting Rights of each Class
of Certificates may at any time remove the Trustee and appoint a successor
trustee by written instrument or instruments, in multiple copies, signed by such
Holders or their attorneys-in-fact duly authorized, one complete set of which
instruments shall be delivered by the successor trustee to the Trustee so
removed and the successor trustee so appointed. Notice of any removal of the
Trustee shall be given to each Rating Agency by the Trustee or successor
trustee.

         Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 9.08 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 10.09 hereof.

         Section 9.09. SUCCESSOR TRUSTEE.

         Any successor trustee appointed as provided in Section 9.08 hereof
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


                                     -142-
<PAGE>

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.

         No successor trustee shall accept appointment as provided in this
Section 9.09 unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 9.07 hereof and its appointment
shall not adversely affect the then current rating of the Certificates.

         Upon acceptance of appointment by a successor trustee as provided in
this Section 9.09, the successor trustee shall mail notice of the succession of
such trustee hereunder to all Holders of Certificates. If the successor trustee
fails to mail such notice within ten days after acceptance of appointment, the
Depositor shall cause such notice to be mailed at the expense of the Trust Fund.

         Section 9.10. MERGER OR CONSOLIDATION OF TRUSTEE.

         Any corporation, state bank or national banking association into which
the Trustee may be merged or converted or with which it may be consolidated or
any corporation, state bank or national banking association resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation, state bank or national banking association succeeding to
substantially all of the corporate trust business of the Trustee or shall be the
successor of the Trustee hereunder, provided that such corporation shall be
eligible under the provisions of Section 9.06 without the execution or filing of
any paper or further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

         Section 9.11. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.

         Notwithstanding any other provisions of this Agreement, 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 any Mortgage Note may at the
time be located, the Trustee 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 and for the benefit of the
Certificateholders, such title to the Trust Fund or any part thereof, whichever
is applicable, and, subject to the other provisions of this Section 9.11, such
powers, duties, obligations, rights and trusts as the Trustee may consider
necessary or desirable. No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
9.06 and no notice to Certificateholders of the appointment of any co-trustee or
separate trustee shall be required under Section 9.09.

                  Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

                  (i) All rights, powers, duties and obligations conferred or
         imposed upon the Trustee, except for the obligation of the Trustee as
         Successor Servicer under this Agreement to advance funds on behalf of
         the terminated Servicer, shall be conferred or


                                     -143-
<PAGE>

         imposed upon and exercised or performed by the Trustee and such
         separate trustee or co-trustee jointly (it being understood that such
         separate trustee or co-trustee is not authorized to act separately
         without the Trustee joining in such act), except to the extent that
         under any law of any jurisdiction in which any particular act or acts
         are to be performed (whether a Trustee hereunder or as a Successor
         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 singly by such separate trustee or co-trustee, but solely at
         the direction of the Trustee;

                  (ii) No trustee hereunder shall be held personally liable by
         reason of any act or omission of any other trustee hereunder; and

                  (iii) The Trustee may at any time accept the resignation of or
         remove any separate trustee or co-trustee.

         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 IX. 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 and a copy thereof given to the
Depositor. The Trust Fund shall pay associated fees and expenses.

         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 9.12. TAX MATTERS.

         It is intended that the Trust Fund shall constitute, and that the
affairs of the Trust Fund shall be conducted so that each REMIC formed hereunder
qualifies as, a "real estate mortgage investment conduit" as defined in and in
accordance with the REMIC Provisions. In furtherance of such intention, the
Trustee covenants and agrees that it shall act as agent (and the Trustee is
hereby appointed to act as agent) on behalf of the Trust Fund. The Trustee, as
agent on behalf of the Trust Fund, shall do or refrain from doing, as
applicable, the following: (a) the Trustee shall prepare and file, or cause to
be prepared and filed, in a timely manner, U.S. Real Estate Mortgage Investment
Conduit Income Tax Returns (Form 1066 or any successor form adopted by the
Internal Revenue Service) and prepare and file or cause to be prepared and filed
with the Internal Revenue Service and applicable state or local tax authorities
income tax or information returns for each taxable year with respect to each
such REMIC containing such information and


                                     -144-
<PAGE>

at the times and in the manner as may be required by the Code or state or local
tax laws, regulations, or rules, and furnish or cause to be furnished to
Certificateholders the schedules, statements or information at such times and in
such manner as may be required thereby; (b) the Trustee shall apply for an
employer identification number with the Internal Revenue Service via a Form SS-4
or other comparable method for each REMIC that is or becomes a taxable entity,
and within thirty days of the Closing Date, furnish or cause to be furnished to
the Internal Revenue Service, on Forms 8811 or as otherwise may be required by
the Code, the name, title, address, and telephone number of the person that the
holders of the Certificates may contact for tax information relating thereto,
together with such additional information as may be required by such Form, and
update such information at the time or times in the manner required by the Code
for the Trust Fund; (c) the Trustee shall make or cause to be made elections, on
behalf of each REMIC formed hereunder to be treated as a REMIC on the federal
tax return of such REMIC for its first taxable year (and, if necessary, under
applicable state law); (d) the Trustee shall prepare and forward, or cause to be
prepared and forwarded, to the Certificateholders and to the Internal Revenue
Service and, if necessary, state tax authorities, all information returns and
reports as and when required to be provided to them in accordance with the REMIC
Provisions, including without limitation, the calculation of any original issue
discount using the Prepayment Assumption; (e) the Trustee shall provide
information necessary for the computation of tax imposed on the transfer of a
Residual Certificate to a Person that is not a Permitted Transferee, or an agent
(including a broker, nominee or other middleman) of a Person that is not a
Permitted Transferee, or a pass-through entity in which a Person that is not a
Permitted Transferee is the record holder of an interest (the reasonable cost of
computing and furnishing such information may be charged to the Person liable
for such tax); (f) the Trustee shall, to the extent under its control, conduct
the affairs of the Trust Fund at all times that any Certificates are outstanding
so as to maintain the status of each REMIC formed hereunder as a REMIC under the
REMIC Provisions; (g) the Trustee shall not knowingly or intentionally take any
action or omit to take any action that would cause the termination of the REMIC
status of any REMIC formed hereunder; (h) the Trustee shall pay, from the
sources specified in the last paragraph of this Section 9.12, the amount of any
federal, state and local taxes, including prohibited transaction taxes as
described below, imposed on any REMIC formed hereunder prior to the termination
of the Trust Fund when and as the same shall be due and payable (but such
obligation shall not prevent the Trustee or any other appropriate Person from
contesting any such tax in appropriate proceedings and shall not prevent the
Trustee from withholding payment of such tax, if permitted by law, pending the
outcome of such proceedings); (i) the Trustee shall sign or cause to be signed
federal, state or local income tax or information returns or any other document
prepared by the Trustee pursuant to this Section 9.12 requiring a signature
thereon by the Trustee; (j) the Trustee shall maintain records relating to each
REMIC formed hereunder including but not limited to the income, expenses, assets
and liabilities of each such REMIC and adjusted basis of the Trust Fund property
determined at such intervals as may be required by the Code, as may be necessary
to prepare the foregoing returns, schedules, statements or information; (k) the
Trustee shall, for federal income tax purposes, maintain books and records with
respect to the REMICs on a calendar year and on an accrual basis; (l) the
Trustee shall not enter into any arrangement not otherwise provided for in this
Agreement by which the REMICs will receive a fee or other compensation for
services nor permit the REMICs 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; and (m) as and when
necessary and appropriate,


                                     -145-
<PAGE>

the Trustee shall represent the Trust Fund in any administrative or judicial
proceedings relating to an examination or audit by any governmental taxing
authority, request an administrative adjustment as to any taxable year of any
REMIC formed hereunder, enter into settlement agreements with any governmental
taxing agency, extend any statute of limitations relating to any tax item of the
Trust Fund, and otherwise act on behalf of each REMIC formed hereunder in
relation to any tax matter involving any such REMIC.

         In order to enable the Trustee to perform its duties as set forth
herein, the Depositor shall provide, or cause to be provided, to the Trustee
within 10 days after the Closing Date all information or data that the Trustee
requests in writing and determines to be relevant for tax purposes to the
valuations and offering prices of the Certificates, including, without
limitation, the price, yield, prepayment assumption and projected cash flows of
the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide
to the Trustee promptly upon written request therefor, any such additional
information or data that the Trustee may, from time to time, request in order to
enable the Trustee to perform its duties as set forth herein. The Depositor
hereby indemnifies the Trustee for any losses, liabilities, damages, claims or
expenses of the Trustee arising from any errors or miscalculations of the
Trustee that result from any failure of the Depositor to provide, or to cause to
be provided, accurate information or data to the Trustee on a timely basis.

         In the event that any tax is imposed on "prohibited transactions" of
any of REMIC I, REMIC II, REMIC III or REMIC IV as defined in Section 860F(a)(2)
of the Code, on the "net income from foreclosure property" of the Trust Fund as
defined in Section 860G(c) of the Code, on any contribution to any of REMIC I,
REMIC II, REMIC III or REMIC IV after the startup day pursuant to Section
860G(d) of the Code, or any other tax is imposed, including, without limitation,
any federal, state or local tax or minimum tax imposed upon any of REMIC I,
REMIC II, REMIC III or REMIC IV, and is not paid as otherwise provided for
herein, such tax shall be paid by (i) the Trustee, if any such other tax arises
out of or results from a breach by the Trustee of any of its obligations under
this Section, (ii) any party hereto (other than the Trustee) to the extent any
such other tax arises out of or results from a breach by such other party of any
of its obligations under this Agreement or (iii) in all other cases, or in the
event that any liable party hereto fails to honor its obligations under the
preceding clauses (i) or (ii), any such tax will be paid first with amounts
otherwise to be distributed to the Class I-R Certificateholders, and second with
amounts otherwise to be distributed to all other Group I Certificateholders in
the following order of priority: first, to the Class I-B-6 Certificates, second,
to the Class I-B-5 Certificates, third, to the Class I-B-4 Certificates, fourth,
to the Class I-B-3 Certificates, fifth, to the Class I-B-2 Certificates, sixth,
to the Class I-B-1 Certificates and seventh, to the Class I-A-1 Certificates and
any such tax will be paid first with amounts otherwise to be distributed to the
Class II-R Certificateholders, and second with amounts otherwise to be
distributed to all other Group II Certificateholders in the following order of
priority: first, to the Class II-M-3 Certificates, second, to the Class II-M-2
Certificates, third, to the Class II-M-1 Certificates, and fourth, to the Group
II Senior Certificates (pro rata based on the amounts to be distributed).
Notwithstanding anything to the contrary contained herein, to the extent that
such tax is payable by the Holder of any Certificates, the Trustee is hereby
authorized to retain on any Distribution Date, from the Holders of the Residual
Certificates (and, if necessary, second, from the Holders of the other
Certificates in the priority specified in the preceding sentence), funds
otherwise


                                     -146-
<PAGE>

distributable to such Holders in an amount sufficient to pay such tax. The
Trustee shall include in its Remittance Report instructions as to distributions
to such parties taking into account the priorities described in the second
preceding sentence. The Trustee agrees to promptly notify in writing the party
liable for any such tax of the amount thereof and the due date for the payment
thereof. Notwithstanding the foregoing, however, in no event shall the Trustee
have any liability (1) for any action or omission that is taken in accordance
with and in compliance with the express terms of, or which is expressly
permitted by the terms of this Agreement, (2) for any losses other than arising
out of a grossly negligent performance by the Trustee of its duties and
obligations set forth herein, and (3) for any special or consequential damages
to Certificateholders (in addition to payment of principal and interest on the
Certificates).


                                     -147-
<PAGE>

                                   ARTICLE X

                                   TERMINATION

         Section 10.01. TERMINATION UPON LIQUIDATION OR REPURCHASE OF ALL
MORTGAGE LOANS.

         Subject to Section 10.03, the obligations and responsibilities of the
Depositor, the Seller and the Trustee created hereby with respect to the Trust
Fund shall terminate upon the earlier of (a) the later of (x) the purchase by
the Class I-X Certificateholder, or if the Class I-X Certificateholder fails to
exercise such optional termination right, Wells Fargo Bank, National Association
(either, the Class I-X Certificateholder or Wells Fargo Bank, National
Association (the "Group I Terminator") and (y) the Majority Class II-C
Certificateholder or, if the Majority Class II-C Certificateholder fails to
exercise such optional termination right, Wells Fargo Bank, National Association
(either the Majority Class II-C Certificateholder or Wells Fargo Bank, National
Association, the "Group II Terminator") of all of the Group I Mortgage Loans or
Group II Mortgage Loans, as applicable, (and REO Properties) remaining in the
Trust Fund at a price (the "Mortgage Loan Purchase Price") equal to the sum of
(i) 100% of the Stated Principal Balance of each such Mortgage Loan (other than
in respect of REO Property), (ii) accrued interest thereon at the applicable Net
Mortgage Rate to, but not including, the first day of the month of such
purchase, (iii) the appraised value of any related REO Property in the Trust
Fund (up to the Stated Principal Balance of the related Mortgage Loan), such
appraisal to be conducted by an appraiser mutually agreed upon by the Depositor
and the Trustee, (iv) unreimbursed costs of the Servicers or the Trustee,
including unreimbursed servicing advances and the principal portion of any
unreimbursed Advances, made on the related Mortgage Loans prior to the exercise
of such repurchase right and (v) any unreimbursed costs and expenses of the
Trustee payable pursuant to Section 9.05 (b) the later of (i) the maturity or
other liquidation (or any Advance with respect thereto) of the last Mortgage
Loan remaining in the Trust Fund and the disposition of all REO Property and
(ii) the distribution to Certificateholders of all amounts required to be
distributed to them pursuant to this Agreement, as applicable. In no event shall
the trusts created hereby continue beyond the earlier of (i) 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 (ii) the Latest Possible Maturity Date.

         The right to repurchase all Group I Mortgage Loans and related REO
Properties or Group II Mortgage Loans and related REO Properties pursuant to
clause (a) in the preceding paragraph shall be exercisable on or after the
Distribution Date in which the Stated Principal Balance of all of such Mortgage
Loans in the Trust Fund, at the time of any such repurchase, is less than or
equal to ten percent of the aggregate Cut-off Date Principal Balance of all of
such Mortgage Loans.

         Section 10.02. FINAL DISTRIBUTION ON THE CERTIFICATES.

         If on any Determination Date, (i) the Trustee determines based on the
reports delivered by the Servicers under this Agreement, the M&T Servicing
Agreement and the GreenPoint Servicing Agreement that there are no Outstanding
Mortgage Loans and no other funds or assets


                                     -148-
<PAGE>

in the Trust Fund other than the funds in the Distribution Accounts, the Trustee
shall to send a final distribution notice promptly to each Certificateholder or
(ii) the Trustee determines that a Class of Certificates shall be retired after
a final distribution on such Class, the Trustee shall notify the
Certificateholders within five (5) Business Days after such Determination Date
that the final distribution in retirement of such Class of Certificates is
scheduled to be made on the immediately following Distribution Date. Any final
distribution made pursuant to the immediately preceding sentence will be made
only upon presentation and surrender of the related Certificates at the office
of the Trustee set forth herein. If the Terminator elects to terminate the Trust
Fund pursuant to Section 10.01, at least 20 days prior to the date notice is to
be mailed to the Certificateholders, the Terminator shall notify the Trustee of
the date the Terminator intends to terminate the Trust Fund. The Terminator
shall remit the Mortgage Loan Purchase Price to the Trustee on the Business Day
prior to the Distribution Date for such Optional Termination by the Terminator.

         Notice of any termination of the Trust Fund, specifying the
Distribution Date on which Certificateholders may surrender their Certificates
for payment of the final distribution and cancellation, shall be given promptly
by the Trustee by letter to Certificateholders mailed not earlier than the 10th
day and no later than the 15th day of the month immediately preceding the month
of such final distribution. Any such notice shall specify (a) the Distribution
Date upon which final distribution on the Certificates will be made upon
presentation and surrender of Certificates at the office therein designated, (b)
the amount of such final distribution, (c) the location of the office or agency
at which such presentation and surrender must be made and (d) that the Record
Date otherwise applicable to such Distribution Date is not applicable,
distributions being made only upon presentation and surrender of the
Certificates at the office therein specified. The Trustee will give such notice
to each Rating Agency at the time such notice is given to Certificateholders.

         In the event such notice is given, the Terminator shall deposit in the
Distribution Account on the Business Day prior to the applicable Distribution
Date in an amount equal to the final distribution in respect of the
Certificates. Upon such final deposit with respect to the Trust Fund and the
receipt by the Custodian of a request for release therefor, the Custodian, on
behalf of the Trustee, shall promptly release to the Terminator, as applicable
the Mortgage Files for the Mortgage Loans and any documents necessary to
transfer any REO Property.

         Upon presentation and surrender of the Certificates, the Trustee shall
cause to be distributed to Certificateholders of each Class the amounts
allocable to such Certificates held in the Distribution Account in the order and
priority set forth in Section 5.04 hereof on the final Distribution Date and in
proportion to their respective Percentage Interests.

         In the event that any affected Certificateholders shall not surrender
Certificates for cancellation within six months after the date specified in the
above-mentioned written notice, the Trustee 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 all the applicable Certificates shall not
have been surrendered for cancellation, the Trustee may take appropriate steps,
or may appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and


                                     -149-
<PAGE>

the cost thereof shall be paid out of the funds and other assets that remain a
part of the Trust Fund. If within two years after the second notice all
Certificates shall not have been surrendered for cancellation, the Class R
Certificateholders shall be entitled to all unclaimed funds and other assets of
the Trust Fund that remain subject hereto and the Trustee shall release such
funds upon written direction.

         Section 10.03. ADDITIONAL TERMINATION REQUIREMENTS.

                  (a) Upon exercise by the Terminator of its purchase option as
provided in Section 10.01, the Trust Fund or the applicable REMICs shall be
terminated in accordance with the following additional requirements, unless the
Trustee has been supplied with an Opinion of Counsel, at the expense of the
Terminator, to the effect that the failure of the Trust Fund to comply with the
requirements of this Section 11.03 will not (i) result in the imposition of
taxes on "prohibited transactions" of a REMIC, or (ii) cause any REMIC to fail
to qualify as a REMIC at any time that any Certificates are outstanding:

                  (1) The Terminator shall establish a 90-day liquidation period
and notify the Trustee thereof, and the Trustee shall in turn specify the first
day of such period in a statement attached to the tax return for each of REMIC
I, REMIC II, REMIC III and REMIC IV at the time such REMIC is terminated
pursuant to Treasury Regulation Section 1.860F-1. The Terminator shall satisfy
all the requirements of a qualified liquidation under Section 860F of the Code
and any regulations thereunder, as evidenced by an Opinion of Counsel obtained
at the expense of the Terminator;

                  (2) During such 90-day liquidation period, and at or prior to
the time of making the final payment on the Certificates, the Terminator shall
sell all of the assets of REMIC I, REMIC II, REMIC III and REMIC IV for cash;
and

                  (3) At the time of the making of the final payment on the
Certificates, the Trustee shall distribute or credit, or cause to be distributed
or credited, to the Holders of the Residual Certificates all cash on hand (other
than cash retained to meet claims), and REMIC I shall terminate at that time.

                  (b) By their acceptance of the Certificates, the Holders
thereof hereby authorize the Terminator to specify the 90-day liquidation period
for REMIC I, REMIC II, REMIC III and REMIC IV, which authorization shall be
binding upon all successor Certificateholders.

                  (c) The Trustee as agent for each REMIC hereby agrees to adopt
and sign such a plan of complete liquidation upon the written request of the
Terminator, and the receipt of the Opinion of Counsel referred to in Section
10.03(a)(1) and to take such other action in connection therewith as may be
reasonably requested by the Terminator.

                  (d) If either, but not both, (i) the Group I Mortgage Loans or
(ii) the Group II Mortgage Loans are purchased pursuant to Section 10.01, this
section shall apply only to (i) REMIC I or (ii) REMIC II, REMI III and REMIC IV,
respectively.


                                     -150-
<PAGE>

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

         Section 11.01. AMENDMENT.

         This Agreement may be amended from time to time by parties hereto,
without the consent of any of the Certificateholders to cure any ambiguity, to
correct or supplement any provisions herein, to change the manner in which the
Distribution Accounts maintained by the Trustee or the Custodial Accounts
maintained by GMACM are maintained or to make such other provisions with respect
to matters or questions arising under this Agreement as shall not be
inconsistent with any other provisions herein if such action shall not, as
evidenced by an Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder; provided that any such amendment shall be
deemed not to adversely affect in any material respect the interests of the
Certificateholders and no such Opinion of Counsel shall be required if the
Person requesting such amendment obtains a letter from each Rating Agency
stating that such amendment would not result in the downgrading or withdrawal of
the respective ratings then assigned to the Certificates.

         Notwithstanding the foregoing, the parties hereto may at any time and
from time to time amend this Agreement to modify, eliminate or add to any of its
provisions to such extent as shall be necessary or appropriate to maintain the
qualification of each of REMIC I, REMIC II, REMIC III and REMIC IV as a REMIC
under the Code or to avoid or minimize the risk of the imposition of any tax on
any of REMIC I, REMIC II, REMIC III or REMIC IV pursuant to the Code that would
be a claim against any of REMIC I, REMIC II, REMIC III or REMIC IV at any time
prior to the final redemption of the Certificates, provided that the Trustee has
been provided an Opinion of Counsel, which opinion shall be an expense of the
party requesting such opinion but in any case shall not be an expense of the
Trustee or the Trust Fund, to the effect that such action is necessary or
appropriate to maintain such qualification or to avoid or minimize the risk of
the imposition of such a tax.

         This Agreement may also be amended from time to time by the parties
hereto and the Holders of each Class of Certificates affected thereby evidencing
over 50% of the Voting Rights of such Class or Classes for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Holders of
Certificates; provided that no such amendment shall (i) reduce in any manner the
amount of, or delay the timing of, payments required to be distributed on any
Certificate without the consent of the Holder of such Certificate, (ii) cause
any of REMIC I, REMIC II, REMIC III or REMIC IV to cease to qualify as a REMIC
or (iii) reduce the aforesaid percentages of Certificates of each Class the
Holders of which are required to consent to any such amendment without the
consent of the Holders of all Certificates of such Class then outstanding.

         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, which opinion shall be an expense of the party
requesting such amendment but in any case shall


                                     -151-
<PAGE>

not be an expense of the Trustee, to the effect that such amendment will not
(other than an amendment pursuant to clause (ii) of, and in accordance with, the
preceding paragraph) cause the imposition of any tax on REMIC I, REMIC II, REMIC
III or REMIC IV or the Certificateholders or cause REMIC I, REMIC II, REMIC III
or REMIC IV to cease to qualify as a REMIC at any time that any Certificates are
outstanding. Further, nothing in this Agreement shall require the Trustee to
enter into an amendment without receiving an Opinion of Counsel, satisfactory to
the Trustee that (i) such amendment is permitted and is not prohibited by this
Agreement and (ii) that all requirements for amending this Agreement (including
any consent of the applicable Certificateholders) have been complied with.

         Promptly after the execution of any amendment to this Agreement
requiring the consent of Certificateholders, the Trustee shall furnish written
notification of the substance of such amendment to each Certificateholder and
each Rating Agency.

         It shall not be necessary for the consent of Certificateholders under
this Section 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.

         Section 11.02. RECORDATION OF AGREEMENT; COUNTERPARTS.

         To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all
of the counties or other comparable jurisdictions in which any or all of the
Mortgaged Properties are situated, and in any other appropriate public recording
office or elsewhere. The Seller or the Depositor shall effect such recordation
at the Trust's expense upon the request in writing of a Certificateholder, but
only if such direction is accompanied by an Opinion of Counsel (provided at the
expense of the Certificateholder requesting recordation) to the effect that such
recordation would materially and beneficially affect the interests of the
Certificateholders or is required by law.

         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. GOVERNING LAW.

         THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND
TO BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES
THEREOF.



                                     -152-
<PAGE>

         Section 11.04. INTENTION OF PARTIES.

         It is the express intent of the parties hereto that the conveyance of
the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance
policies and any modifications, extensions and/or assumption agreements and
private mortgage insurance policies relating to the Mortgage Loans by the Seller
to the Depositor, and by the Depositor to the Trust Fund be, and be construed
as, an absolute sale thereof to the Depositor or the Trust Fund, as applicable.
It is, further, not the intention of the parties that such conveyance be deemed
a pledge thereof by the Seller to the Depositor, or by the Depositor to the
Trust Fund. However, in the event that, notwithstanding the intent of the
parties, such assets are held to be the property of the Seller or the Depositor,
as applicable, or if for any other reason this Agreement is held or deemed to
create a security interest in such assets, then (i) this Agreement shall be
deemed to be a security agreement within the meaning of the Uniform Commercial
Code of the State of New York and (ii) each conveyance provided for in this
Agreement shall be deemed to be an assignment and a grant by the Seller or the
Depositor, as applicable, for the benefit of the Certificateholders, of a
security interest in all of the assets that constitute the Trust Fund, whether
now owned or hereafter acquired.

         The Depositor for the benefit of the Certificateholders shall, to the
extent consistent with this Agreement, take such actions as may be necessary to
ensure that, if this Agreement were deemed to create a security interest in the
assets of the Trust Fund, 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 the Agreement.

         Section 11.05. NOTICES.

                  (a) The Trustee shall use its best efforts to promptly provide
         notice to each Rating Agency with respect to each of the following of
         which it has actual knowledge:

                  (i) Any material change or amendment to this Agreement;

                  (ii) The occurrence of any Servicer of Default that has not
         been cured;

                  (iii) The resignation or termination of any Servicer or the
         Trustee and the appointment of any successor; and

                  (iv) The final payment to Certificateholders.

                  In addition, the Trustee shall promptly furnish to each Rating
Agency copies of the following:

                  (i) Each annual statement as to compliance described in
         Section 3.16; and

                  (ii) Each annual independent public accountants' servicing
         report described in Section 4.17.



                                     -153-
<PAGE>

                  (b) All directions, demands and notices hereunder shall be in
writing and shall be deemed to have been duly given when delivered at or mailed
by registered mail, return receipt requested, postage prepaid, or by recognized
overnight courier, or by facsimile transmission to a number provided by the
appropriate party if receipt of such transmission is confirmed to (i) in the
case of the Depositor, Nomura Asset Acceptance Corp., 2 World Financial Center,
Building B, New York, New York 10281 Attention: Nomura Asset Acceptance
Corporation, Alternative Loan Trust, Series 2005-AP1; (ii) in the case of the
Seller, Nomura Credit & Capital, Inc., 2 World Financial Center, Building B, New
York, New York 10281, Attention: Nomura Asset Acceptance Corporation,
Alternative Loan Trust, Series 2005-AP1 or such other address as may be
hereafter furnished to the other parties hereto by the Seller in writing; (iii)
in the case of GMACM, GMAC Mortgage Corporation, 500 Enterprise Road, Horsham,
Pennsylvania 19044, Attention: Ken Perkins; (iv) in the case of the Trustee, at
each Corporate Trust Office or such other address as the Trustee may hereafter
furnish to the other parties hereto; (v) in the case of the Custodian, JPMorgan
Chase Bank Mortgage Banking Custody Services, 1111 Fannin Street, 12th Floor,
Houston, Texas 77002 and (vi) in the case of the Rating Agencies, (x) Standard &
Poor's, 55 Water Street, 41st Floor, New York, New York 10041, Attention:
Mortgage Surveillance Group and (y) Moody's Investors Service, Inc., 99 Church
Street, New York, New York 10007, Attention: Home Equity Monitoring. Any notice
delivered to the Seller or the Trustee under this Agreement shall be effective
only upon receipt. Any notice required or permitted to be mailed to a
Certificateholder, unless otherwise provided herein, shall be given by
first-class mail, postage prepaid, at the address of such Certificateholder 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. 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 11.07. ASSIGNMENT.

         Notwithstanding anything to the contrary contained herein, except as
provided pursuant to Section 7.02, this Agreement may not be assigned by the
Seller or the Depositor.

         Section 11.08. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.

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



                                     -154-
<PAGE>

         No Certificateholder shall have any right to vote (except as 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
party by reason of any action taken by the parties to this Agreement pursuant to
any provision hereof.

         No Certificateholder shall have any right by virtue or by availing
itself of any provisions 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 a Servicer Default and of the continuance thereof, as hereinbefore provided,
the Holders of Certificates evidencing not less than 25% of the Voting Rights
evidenced by the Certificates shall also have made written request to the
Trustee to institute such action, suit or proceeding in its own name as Trustee,
hereunder and shall have offered to the Trustee such indemnity satisfactory to
it as it may require against the costs, expenses, and liabilities to be incurred
therein or thereby, and the Trustee or 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
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, 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 all Certificateholders. For the protection and enforcement of
the provisions of this Section 11.08, each and every Certificateholder or the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

         Section 11.09. CERTIFICATES NONASSESSABLE AND FULLY PAID.

         It is the intention of the Depositor that Certificateholders shall not
be personally liable for obligations of the Trust Fund, that the interests in
the Trust Fund represented by the Certificates shall be nonassessable for any
reason whatsoever, and that the Certificates, upon due authentication thereof by
the Trustee pursuant to this Agreement, are and shall be deemed fully paid.




                                     -155-
<PAGE>



                  IN WITNESS WHEREOF, the Depositor, the Seller, GMACM and the
Trustee have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above written.

                                NOMURA ASSET ACCEPTANCE CORPORATION,
                                         as Depositor


                                By:  /s/ N. Dante LaRocca
                                   -----------------------------------------
                                Name:    N. Dante LaRocca
                                Title:   Authorized Agent


                                NOMURA CREDIT & CAPITAL, INC.,
                                         as Seller



                                By:  /s/ N. Dante LaRocca
                                   -----------------------------------------
                                Name:    N. Dante LaRocca
                                Title:   Managing Director


                                GMAC MORTGAGE CORPORATION,
                                         as a Servicer

                                By:  /s/ Wesley B. Howland
                                   -----------------------------------------
                                Name:  Wesley B. Howland
                                Title: Vice President


                                WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                         as Trustee

                                By:  /s/ Amy Doyle
                                    ----------------------------------------
                                Name:  Amy Doyle
                                Title: Assistant Vice President


                                With respect to Sections 4.08 and 4.09

                                THE MURRAYHILL COMPANY

                                By:  /s/ Kevin Kanouff
                                    ----------------------------------------
                                Name:  Kevin Kanouff
                                Title: President and General Counsel


<PAGE>


STATE OF NEW YORK        )
                         ) ss.:
COUNTY OF NEW YORK       )

                  On this ___ day of February 2005, before me, a notary public
in and for said State, appeared _____________, personally known to me on the
basis of satisfactory evidence to be an authorized representative of Nomura
Asset Acceptance 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
such 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]


<PAGE>


STATE OF NEW YORK        )
                         ) ss.:
COUNTY OF NEW YORK       )

                  On this ____ day of February 2005, before me, a notary public
in and for said State, appeared N. Dante LaRocca, personally known to me on the
basis of satisfactory evidence to be an authorized representative of Nomura
Credit & Capital, Inc., that executed the within instrument, and also known to
me to be the person who executed it on behalf of such 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]


<PAGE>


STATE OF NEW YORK        )
                         ) ss.:
COUNTY OF NEW YORK       )

                  On this ____ day of February 2005, before me, a notary public
in and for said State, appeared _________________, personally known to me on the
basis of satisfactory evidence to be an authorized representative of GMAC
Mortgage 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
such 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]


<PAGE>


STATE OF       )
               ) ss.:
COUNTY OF      )

                  On this ____ day of February 2005, before me, a notary public
in and for said State, appeared _______________, personally known to me on the
basis of satisfactory evidence to be an authorized representative of Wells Fargo
Bank, National Association that executed the within instrument, and also known
to me to be the person who executed it on behalf of such 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]

<PAGE>

                                   EXHIBIT A-1
                         FORM OF CLASS I-A-1 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 (THE "CODE").

                  THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION
SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE
PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.

<PAGE>


<TABLE>
<CAPTION>
<S>                                                        <C>
Certificate No. __                                         Pass-Through Rate:  ______%

Class I-A-1 Senior

                                                           Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement                    Certificate as of the Cut-off Date:
and Cut-off Date: February 1, 2005                         $

Trustee: Wells Fargo Bank, National Association

                                                           Initial Certificate Principal Balance of this
                                                           Certificate as of the Cut-off Date:
First Distribution Date: March 25, 2005                    $

Assumed Final Distribution Date:
February 25, 2035                                          CUSIP:
</TABLE>


                                     A-1-2
<PAGE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2005-AP1

         evidencing a fractional undivided interest in the distributions
         allocable to the Class I-A-1 Certificates with respect to a Trust Fund
         consisting primarily of a pool of conventional one- to four-family
         fixed interest rate mortgage loans sold by NOMURA ASSET ACCEPTANCE
         CORPORATION

                  This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Nomura Asset
Acceptance Corporation ("NAAC") or the Trustee or any of their affiliates or any
other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by NAAC or the Trustee or
any of their affiliates or any other person. None of NAAC, the Trustee 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 hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in a trust (the "Trust Fund")
generally consisting of conventional first lien, fixed rate mortgage loans
secured by one- to four- family residences, units in planned unit developments
and individual condominium units (collectively, the "Mortgage Loans") sold by
NAAC. The Mortgage Loans were sold by Nomura Credit & Capital, Inc. (the
"Seller") to NAAC. The Trust Fund was created pursuant to the Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement"), among NAAC, as depositor (the "Depositor"), the Seller, as seller,
GMAC Mortgage Corporation, as a servicer, and Wells Fargo 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,
capitalized terms used herein shall have the meaning ascribed to them 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 its acceptance hereof assents and by which such
Holder is bound.

                  Interest on this Certificate will accrue during the calendar
month immediately preceding the calendar month in which the related Distribution
Date occurs on the Certificate Principal Balance hereof at a per annum rate
equal to the weighted average Net Mortgage Rate of the Group I Mortgage Loans
minus 0.01% per annum The Trustee will distribute on the 25th day of each month,
or, if such 25th day is not a Business Day, the immediately following Business
Day (each, a "Distribution Date"), commencing on the First Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last day (or if such last day is not a Business
Day, the Business Day immediately preceding such last day) of the calendar month
immediately preceding the month in which the Distribution Date occurs, 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
the Holders of Certificates of the same Class as this Certificate. The Assumed
Final Distribution Date is the Distribution Date in the month following the
latest scheduled maturity date of any Group I Mortgage Loan and is not likely to
be the date on which the Certificate Principal Balance of this Class of
Certificates will be reduced to zero.

                  Distributions on this Certificate will be made by the Trustee
by check mailed to

                                     A-1-3

<PAGE>


the address of the Person entitled thereto as such name and address shall appear
on the Certificate Register or, if such Person so requests by notifying the
Trustee in writing as specified in the Agreement. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Trustee 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 and designated in such notice. 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 hereon and Realized Losses allocable hereto.

                  This Certificate is one of a duly authorized issue of
Certificates designated as set forth on the face hereof (the "Certificates").
The Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

                  The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the Trust Fund for payment hereunder and that
the Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

                  This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Trustee.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of the Certificateholders under the
Agreement from time to time by the parties thereto with the consent of the
Holders of the Classes or Classes of Certificates affected thereby evidencing
over 50% of the Voting Rights of such Class or Classes. 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 lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
with the Trustee upon surrender of this Certificate for registration of transfer
at the offices or agencies maintained by the Trustee for such purposes, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
in authorized denominations representing a like aggregate Percentage Interest
will be issued to the designated transferee.

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

                  No service charge will be made to the Certificateholders for
any such registration of transfer, 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 Trustee and any agent

                                     A-1-4

<PAGE>


of any of them may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and none of Depositor, the Trustee or any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement with respect to the
Group I Certificates (other than the obligations to make payments to the related
Certificateholders) shall terminate upon the earlier of (i) the later of (A) the
maturity or other liquidation (or Advance with respect thereto) of the last
Group I Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any Group I
Mortgage Loan and (B) the remittance of all funds due under the Agreement with
respect to the Group I Mortgage Loans, or (ii) the optional repurchase by the
party named in the Agreement of all the Group I Mortgage Loans and other assets
of the Trust Fund relating to the Group I Mortgage Loans in accordance with the
terms of the Agreement. Such optional repurchase may be made only on or after
the Distribution Date in which the aggregate Stated Principal Balance of the
Group I Mortgage Loans is less than the percentage of the aggregate Stated
Principal Balance specified in the Agreement of the Group I Mortgage Loans at
the Cut-off Date. The exercise of such right will effect the early retirement of
the Group I Certificates. In no event, however, will the Trust Fund created by
the Agreement continue beyond the earlier of (i) the expiration of 21 years
after the death of certain persons identified in the Agreement and (ii) the Last
Scheduled Distribution Date.

                  Unless this Certificate has been countersigned by an
authorized signatory of the Trustee by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement, or be valid for any purpose.

                                     A-1-5

<PAGE>


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


Dated:  February __, 2005                         WELLS FARGO BANK, NATIONAL
                                                  ASSOCIATION,
                                                  not in its individual capacity
                                                  but solely as Trustee


                                                  By:___________________________
                                                        Authorized Signatory



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

                  This is one of the Class I-A-1 Certificates referred to in the
within-mentioned Agreement.


                                                  WELLS FARGO BANK, NATIONAL
                                                  ASSOCIATION,
                                                  Authorized signatory of
                                                  Wells Fargo Bank, National
                                                  Association, not in its
                                                  individual capacity but
                                                  solely as Trustee


                                                  By:___________________________
                                                        Authorized Signatory

<PAGE>


                                   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) a Percentage
Interest evidenced by the within Asset-Backed 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.

<PAGE>


                                   EXHIBIT A-2
                 FORM OF CLASS II-A-[1][2][3][4][5] 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 (THE "CODE").

                  THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
DECREASED BY THE PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL
ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY
INQUIRY OF THE TRUSTEE NAMED HEREIN.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.

<PAGE>


<TABLE>
<CAPTION>
<S>                                                        <C>


Certificate No. __                                         Pass-Through Rate:  [Variable][____%]

Class II-A-[1][2][3][4][5] Senior

                                                           Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement                    Certificate as of the Cut-off Date:
and Cut-off Date: February 1, 2005                         $

Trustee: Wells Fargo Bank, National Association

                                                           Initial Certificate Principal Balance of this
                                                           Certificate as of the Cut-off Date:
First Distribution Date: March 25, 2005                    $

Assumed Final Distribution Date:
February 25, 2035                                          CUSIP:
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2005-AP1

         evidencing a fractional undivided interest in the distributions
         allocable to the Class II-A-[1][2][3][4][5] Certificates with respect
         to a Trust Fund consisting primarily of a pool of conventional one- to
         four-family fixed interest rate mortgage loans sold by NOMURA ASSET
         ACCEPTANCE CORPORATION

                  This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Nomura Asset
Acceptance Corporation ("NAAC") or the Trustee or any of their affiliates or any
other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by NAAC or the Trustee or
any of their affiliates or any other person. None of NAAC, the Trustee 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 hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in a trust (the "Trust Fund")
generally consisting of conventional first lien, fixed rate mortgage loans
secured by one- to four- family residences, units in planned unit developments
and individual condominium units (collectively, the "Mortgage Loans") sold by
NAAC. The Mortgage Loans were sold by Nomura Credit & Capital, Inc. (the
"Seller") to NAAC. The Trust Fund was created pursuant to the Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement"), among NAAC, as depositor (the "Depositor"), the Seller, as seller,
GMAC Mortgage Corporation, as a servicer, and Wells Fargo 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,
capitalized terms used herein shall have the meaning ascribed to them 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 its acceptance hereof assents and by which such
Holder is bound.

                                     A-2-2

<PAGE>


[CLASS II-A-1 CERTIFICATE ONLY: Interest on this Certificate will accrue during
the period beginning on the 25th day of the month immediately preceding the
month in which the related Distribution Date (as hereinafter defined) occurs
(or, with respect to the First Distribution specified above, the Closing Date)
to and including the 24th day of the month in which the related Distribution
Date occurs on the Certificate Principal Balance hereof at a per annum rate
equal to One-Month LIBOR plus [___]% per annum, subject a cap equal to the Net
WAC Cap Rate for such Distribution Date. The Trustee will distribute on the 25th
day of each month, or, if such 25th day is not a Business Day, the immediately
following Business Day (each, a "Distribution Date"), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the Business Day immediately preceding
such Distribution Date so long as this Certificate remains in book-entry form,
otherwise, on the last day (or if such last day is not a Business Day, the
Business Day immediately preceding such last day) of the calendar month
immediately preceding the month in which the Distribution Date occurs, 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
the Holders of Certificates of the same Class as this Certificate. The Assumed
Final Distribution Date is the Distribution Date in the month following the
latest scheduled maturity date of any Group II Mortgage Loan and is not likely
to be the date on which the Certificate Principal Balance of this Class of
Certificates will be reduced to zero.]

                  [CLASS II-A-[2][3] CERTIFICATES ONLY: Interest on this
Certificate will accrue during the calendar month immediately preceding the
calendar month in which the related Distribution Date occurs on the Certificate
Principal Balance hereof at a per annum rate equal to ______% per annum, subject
to a cap equal to the Net WAC Rate Cap for such Distribution Date.] [CLASS
II-A-[4][5] CERTIFICATES ONLY: Interest on this Certificate will accrue during
the calendar month preceding the calendar month in which the related
Distribution Date occurs on the Certificate Principal Balance hereof at a per
annum rate equal to ____% with respect to any Distribution Date which occurs on
or prior to the related Optional Termination Date, and (ii) [___]% per annum
with respect to each Distribution Date which occurs thereafter, in each case,
subject to a cap equal to the Net WAC Rate Cap for such Distribution Date.] The
Trustee will distribute on the 25th day of each month, or, if such 25th day is
not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last day (or if such last day is not a Business Day, the
Business Day immediately preceding such last day) of the calendar month
immediately preceding the month in which the Distribution Date occurs, 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
the Holders of Certificates of the same Class as this Certificate. The Assumed
Final Distribution Date is the Distribution Date in the month following the
latest scheduled maturity date of any Group II Mortgage Loan and is not likely
to be the date on which the Certificate Principal Balance of this Class of
Certificates will be reduced to zero.

                  Distributions on this Certificate will be made by the Trustee
by check mailed to the address of the Person entitled thereto as such name and
address shall appear on the Certificate Register or, if such Person so requests
by notifying the Trustee in writing as specified in the Agreement.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee 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 and designated in such notice. The
initial Certificate Principal Balance of this

                                     A-2-3

<PAGE>


Certificate is set forth above. The Certificate Principal Balance hereof will be
reduced to the extent of distributions allocable to principal hereon.

                  This Certificate is one of a duly authorized issue of
Certificates designated as set forth on the face hereof (the "Certificates").
The Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

                  The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the Trust Fund for payment hereunder and that
the Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

                  This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Trustee.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of the Certificateholders under the
Agreement from time to time by the parties thereto with the consent of the
Holders of the Classes or Classes of Certificates affected thereby evidencing
over 50% of the Voting Rights of such Class or Classes. 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 lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
with the Trustee upon surrender of this Certificate for registration of transfer
at the offices or agencies maintained by the Trustee for such purposes, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
in authorized denominations representing a like aggregate Percentage Interest
will be issued to the designated transferee.

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

                  No service charge will be made to the Certificateholders for
any such registration of transfer, 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 Trustee and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of Depositor, the Trustee or any such agent shall be affected
by notice to the contrary.

                  The obligations created by the Agreement with respect to the
Group II Certificates (other than the obligations to make payments to the
related Certificateholders) shall terminate

                                     A-2-4

<PAGE>


upon the earlier of (i) the later of (A) the maturity or other liquidation (or
Advance with respect thereto) of the last Group II Mortgage Loan remaining in
the Trust Fund and disposition of all property acquired upon foreclosure or deed
in lieu of foreclosure of any Group II Mortgage Loan and (B) the remittance of
all funds due under the Agreement with respect to the Group II Mortgage Loans,
or (ii) the optional repurchase by the party named in the Agreement of all the
Group II Mortgage Loans and other assets of the Trust Fund relating to the Group
II Mortgage Loans in accordance with the terms of the Agreement. Such optional
repurchase may be made only on or after the Distribution Date in which the
aggregate Stated Principal Balance of the Group II Mortgage Loans is less than
the percentage of the aggregate Stated Principal Balance specified in the
Agreement of the Group II Mortgage Loans at the Cut-off Date. The exercise of
such right will effect the early retirement of the Group II Certificates. In no
event, however, will the Trust Fund created by the Agreement continue beyond the
earlier of (i) the expiration of 21 years after the death of certain persons
identified in the Agreement and (ii) the Last Scheduled Distribution Date.

                  Unless this Certificate has been countersigned by an
authorized signatory of the Trustee by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement, or be valid for any purpose.

                                     A-2-5

<PAGE>


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


Dated:  February __, 2005                         WELLS FARGO BANK, NATIONAL
                                                  ASSOCIATION,
                                                  not in its individual capacity
                                                  but solely as Trustee


                                                  By:___________________________
                                                        Authorized Signatory



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

                  This is one of the Class II-A-[1][2][3][4][5] Certificates
referred to in the within-mentioned Agreement.


                                                  WELLS FARGO BANK, NATIONAL
                                                  ASSOCIATION,
                                                  Authorized signatory of
                                                  Wells Fargo Bank, National
                                                  Association, not in its
                                                  individual capacity but
                                                  solely as Trustee


                                                  By:___________________________
                                                        Authorized Signatory

<PAGE>


                                   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) a Percentage
Interest evidenced by the within Asset-Backed 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.

<PAGE>


                                   EXHIBIT A-3

                        FORM OF CLASS II-A-IO 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 (THE "CODE").

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.

<PAGE>


<TABLE>
<CAPTION>
<S>                                                        <C>
Certificate No. ___                                        Pass-Through Rate:  Variable

Class II-A-IO Senior

                                                           Aggregate Initial Certificate Notional Balance of the
Date of Pooling and Servicing Agreement and Cut-off Date:  Class II-A-IO Certificates as of the Cut-off Date:
February 1, 2005                                           $_______________


                                                           Initial Certificate Notional Balance of this
First Distribution Date:                                   Certificate as of the Cut-off Date:
March 25, 2005                                             $_______________

Trustee:  Wells Fargo Bank, National Association

Final Scheduled Distribution Date:
February 25, 2007                                          CUSIP: ___________________
</TABLE>

                                     A-3-2

<PAGE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2005-AP1

         evidencing a fractional undivided interest in the distributions
         allocable to the Class II-A-IO Certificates with respect to a Trust
         Fund consisting primarily of a pool of conventional one- to four-family
         fixed interest rate mortgage loans sold by NOMURA ASSET ACCEPTANCE
         CORPORATION.

                  This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Nomura Asset
Acceptance Corporation ("NAAC") or the Trustee or any of their affiliates or any
other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by NAAC or the Trustee or
any of their affiliates or any other person. None of NAAC, the Trustee 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 hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in a trust (the "Trust Fund")
generally consisting of conventional first lien, fixed rate mortgage loans
secured by one- to four- family residences, units in planned unit developments
and individual condominium units (collectively, the "Mortgage Loans") sold by
NAAC. The Mortgage Loans were sold by Nomura Credit & Capital, Inc. (the
"Seller") to NAAC. The Trust Fund was created pursuant to the Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement"), among NAAC, as depositor (the "Depositor"), the Seller, as seller,
GMAC Mortgage Corporation, as a servicer, and Wells Fargo 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,
capitalized terms used herein shall have the meaning ascribed to them 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 its acceptance hereof assents and by which such
Holder is bound.

                  Interest on this Certificate will accrue during the month
prior to the month in which a Distribution Date (as hereinafter defined) occurs
on the Certificate Notional Balance hereof at a per annum rate equal to the
lesser of (a)(i) 4.50% per annum for each Distribution Date from and including
the Distribution Date in March 2005 to and including the Distribution Date in
October 2005, (ii) 3.50% per annum for each Distribution Date from and including
the Distribution Date in November 2005 to and including the Distribution Date in
February 2007 and (iii) 0% for each Distribution Date thereafter and (b) the
weighted average of the Net Mortgage Rates of the Group II Mortgage Loans. The
Trustee will distribute on the 25th day of each month, or, if such 25th day is
not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last day (or if such last day is not a Business Day, the
Business Day immediately preceding such last day) of the calendar month
immediately preceding the month in which the Distribution Date occurs, an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount of interest required to be distributed to the Holders of
Certificates of the same Class as this Certificate.

                  Distributions on this Certificate will be made by the Trustee
by check mailed to

                                     A-3-3

<PAGE>


the address of the Person entitled thereto as such name and address shall appear
on the Certificate Register or, if such Person so requests by notifying the
Trustee in writing as specified in the Agreement. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Trustee 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 and designated in such notice. The initial Certificate Notional
Balance of this Certificate is set forth above.

                  This Certificate is one of a duly authorized issue of
Certificates designated as set forth on the face hereof (the "Certificates").
The Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

                  The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the Trust Fund for payment hereunder and that
the Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

                  This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Trustee.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of the Certificateholders under the
Agreement from time to time by the parties thereto with the consent of the
Holders of the Class or Classes of Certificates affected thereby evidencing over
50% of the Voting Rights of such Class or Classes. 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 lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
with the Trustee upon surrender of this Certificate for registration of transfer
at the offices or agencies maintained by the Trustee for such purposes, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
in authorized denominations representing a like aggregate Percentage Interest
will be issued to the designated transferee.

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

                  No service charge will be made to the Certificateholders for
any such registration of transfer, 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 Trustee and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner

                                     A-3-4

<PAGE>


hereof for all purposes, and none of Depositor, the Trustee or any such agent
shall be affected by notice to the contrary.

                  The obligations created by the Agreement with respect to the
Group I Certificates (other than the obligations to make payments to the related
Certificateholders) shall terminate upon the earlier of (i) the later of (A) the
maturity or other liquidation (or Advance with respect thereto) of the last
Group I Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any Group I
Mortgage Loan and (B) the remittance of all funds due under the Agreement with
respect to the Group I Mortgage Loans, or (ii) the optional repurchase by the
party named in the Agreement of all the Group I Mortgage Loans and other assets
of the Trust Fund relating to the Group I Mortgage Loans in accordance with the
terms of the Agreement. Such optional repurchase may be made only on or after
the Distribution Date in which the aggregate Stated Principal Balance of the
Group I Mortgage Loans is less than the percentage of the aggregate Stated
Principal Balance specified in the Agreement of the Group I Mortgage Loans at
the Cut-off Date. The exercise of such right will effect the early retirement of
the Group I Certificates. In no event, however, will the Trust Fund created by
the Agreement continue beyond the earlier of (i) the expiration of 21 years
after the death of certain persons identified in the Agreement and (ii) the Last
Scheduled Distribution Date.

                  Unless this Certificate has been countersigned by an
authorized signatory of the Trustee by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement, or be valid for any purpose.

                                     A-3-5

<PAGE>


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


Dated:  February __, 2005                         WELLS FARGO BANK, NATIONAL
                                                  ASSOCIATION,
                                                  not in its individual capacity
                                                  but solely as Trustee


                                                  By:___________________________
                                                        Authorized Signatory



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

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


                                                  WELLS FARGO BANK, NATIONAL
                                                  ASSOCIATION,
                                                  Authorized signatory of
                                                  Wells Fargo Bank, National
                                                  Association, not in its
                                                  individual capacity but
                                                  solely as Trustee


                                                  By:___________________________
                                                        Authorized Signatory

<PAGE>


                                   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) a Percentage
Interest evidenced by the within Asset-Backed 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.

<PAGE>


                                   EXHIBIT A-4
                FORM OF CLASS I-B-[1][2][3][4][5][6] CERTIFICATE

                  THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
SENIOR CERTIFICATES [,/AND THE CLASS I-B-1 CERTIFICATES] [,/AND THE CLASS I-B-2
CERTIFICATES] [,/AND THE CLASS I-B-3 CERTIFICATES] [,/AND THE CLASS I-B-4
CERTIFICATES] [AND THE CLASS I-B-5 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 (THE "CODE").

                  THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION
SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE
PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.

                  [CLASS I-B-[1][2][3] ONLY: UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE
DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

                  [CLASS I-B-[1][2][3] ONLY: ANY TRANSFEREE OF THIS CERTIFICATE
SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 6.02(B) OF THE
AGREEMENT REFERRED TO HEREIN.]

                  [CLASS I-B-[4][5][6] ONLY: THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES
ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER

<PAGE>


REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE
ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER,
RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2)
PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN "INSTITUTIONAL
ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(A)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY
OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION
OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER
SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE
TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER,
RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.

                  [CLASS I-B-[4][5][6] ONLY: NO TRANSFER OF THIS CERTIFICATE MAY
BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES A CERTIFICATION PURSUANT
TO SECTION 6.02(B) OF THE AGREEMENT.]

                                     A-4-2

<PAGE>


<TABLE>
<CAPTION>
<S>                                                        <C>
Certificate No. __                                         Pass-Through Rate:  Variable

Class I-B-[1][2][3][4][5][6]

                                                           Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement                    Certificate as of the Cut-off Date:
and Cut-off Date: February 1, 2005                         $

Trustee: Wells Fargo Bank, National Association

                                                           Initial Certificate Principal Balance of this
                                                           Certificate as of the Cut-off Date:
First Distribution Date: March 25, 2005                    $

Assumed Final Distribution Date:
February 25, 2035                                          CUSIP:
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2005-AP1

         evidencing a fractional undivided interest in the distributions
         allocable to the Class I-B-[1][2][3][3][4][5][6] Certificates with
         respect to a Trust Fund consisting primarily of a pool of conventional
         one- to four-family fixed interest rate mortgage loans sold by NOMURA
         ASSET ACCEPTANCE CORPORATION

                  This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Nomura Asset
Acceptance Corporation ("NAAC") or the Trustee or any of their affiliates or any
other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by NAAC or the Trustee or
any of their affiliates or any other person. None of NAAC, the Trustee 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.] [Nomura Securities
International, Inc.] is the registered owner of the Percentage Interest
evidenced hereby in the beneficial ownership interest of Certificates of the
same Class as this Certificate in a trust (the "Trust Fund") generally
consisting of conventional first lien, fixed rate mortgage loans secured by one-
to four- family residences, units in planned unit developments and individual
condominium units (collectively, the "Mortgage Loans") sold by NAAC. The
Mortgage Loans were sold by Nomura Credit & Capital, Inc. (the "Seller") to
NAAC. The Trust Fund was created pursuant to the Pooling and Servicing Agreement
dated as of the Cut-off Date specified above (the "Agreement"), among NAAC, as
depositor (the "Depositor"), the Seller, as seller, GMAC Mortgage Corporation,
as a servicer, and Wells Fargo 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, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the

                                     A-4-3

<PAGE>


Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.

                  Interest on this Certificate will accrue during the calendar
month immediately preceding the calendar month in which the related Distribution
Date occurs on the Certificate Principal Balance hereof at a per annum rate
equal to the weighted average Net Mortgage Rate of the Group I Mortgage Loans
minus 0.01% per annum The Trustee will distribute on the 25th day of each month,
or, if such 25th day is not a Business Day, the immediately following Business
Day (each, a "Distribution Date"), commencing on the First Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last day (or if such last day is not a Business
Day, the Business Day immediately preceding such last day) of the calendar month
immediately preceding the month in which the Distribution Date occurs, 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
the Holders of Certificates of the same Class as this Certificate. The Assumed
Final Distribution Date is the Distribution Date in the month following the
latest scheduled maturity date of any Group I Mortgage Loan and is not likely to
be the date on which the Certificate Principal Balance of this Class of
Certificates will be reduced to zero.

                  Distributions on this Certificate will be made by the Trustee
by check mailed to the address of the Person entitled thereto as such name and
address shall appear on the Certificate Register or, if such Person so requests
by notifying the Trustee in writing as specified in the Agreement.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee 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 and designated in such notice. 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 hereon and any Realized Losses allocable
hereto.

                  This Certificate is one of a duly authorized issue of
Certificates designated as set forth on the face hereof (the "Certificates").
The Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

                  The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the Trust Fund for payment hereunder and that
the Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

                  This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Trustee.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of the Certificateholders under the
Agreement from time to time by the parties thereto with the consent of the
Holders of the Class or Classes of Certificates affected thereby evidencing over
50% of the Voting Rights of such Class or Classes. 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 lieu hereof whether or not notation of such

                                     A-4-4

<PAGE>


consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
with the Trustee upon surrender of this Certificate for registration of transfer
at the offices or agencies maintained by the Trustee for such purposes, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
in authorized denominations representing a like aggregate Percentage Interest
will be issued to the designated transferee.

                  [Class I-B-[4][5][6]: No transfer of this Certificate shall be
made unless the transfer is made pursuant to an effective registration statement
under the Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. In
the event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee shall require receipt of (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the 1933
Act, written certifications from the Holder of the Certificate desiring to
effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit E and either F
or G, as applicable, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor or the Trustee in their respective capacities as such),
together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder's prospective
transferee upon which such Opinion of Counsel is based. Neither the Depositor
nor the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any Holder
desiring to effect a transfer of this Certificate shall be required to indemnify
the Trustee, the Depositor and the Seller 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.]

                  [Class I-B-[1][2][3] only: Any transferee of this Certificate
shall be deemed to make the representations set forth in Section 6.02(b) of the
Agreement.]

                  [Class I-B-[4][5][6] only: No transfer of this Certificate
shall be made to any person unless the Transferee provides a certification
pursuant to Section 6.02(b) of the Agreement.]

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

                  No service charge will be made to the Certificateholders for
any such registration

                                     A-4-5
<PAGE>


of transfer, 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 Trustee and any agent of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Trustee or any such agent shall be affected by
notice to the contrary.

                  The obligations created by the Agreement with respect to the
Group I Certificates (other than the obligations to make payments to the related
Certificateholders) shall terminate upon the earlier of (i) the later of (A) the
maturity or other liquidation (or Advance with respect thereto) of the last
Group I Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any Group I
Mortgage Loan and (B) the remittance of all funds due under the Agreement with
respect to the Group I Mortgage Loans, or (ii) the optional repurchase by the
party named in the Agreement of all the Group I Mortgage Loans and other assets
of the Trust Fund relating to the Group I Mortgage Loans in accordance with the
terms of the Agreement. Such optional repurchase may be made only on or after
the Distribution Date in which the aggregate Stated Principal Balance of the
Group I Mortgage Loans is less than the percentage of the aggregate Stated
Principal Balance specified in the Agreement of the Group I Mortgage Loans at
the Cut-off Date. The exercise of such right will effect the early retirement of
the Group I Certificates. In no event, however, will the Trust Fund created by
the Agreement continue beyond the earlier of (i) the expiration of 21 years
after the death of certain persons identified in the Agreement and (ii) the Last
Scheduled Distribution Date.

                  Unless this Certificate has been countersigned by an
authorized signatory of the Trustee by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement, or be valid for any purpose.

                                     A-4-6
<PAGE>


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


Dated:  February __, 2005                         WELLS FARGO BANK, NATIONAL
                                                  ASSOCIATION,
                                                  not in its individual capacity
                                                  but solely as Trustee


                                                  By:___________________________
                                                        Authorized Signatory



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

                  This is one of the Class I-B-[1][2][3][4][5][6] Certificates
referred to in the within-mentioned Agreement.


                                                  WELLS FARGO BANK, NATIONAL
                                                  ASSOCIATION,
                                                  Authorized signatory of
                                                  Wells Fargo Bank, National
                                                  Association, not in its
                                                  individual capacity but
                                                  solely as Trustee


                                                  By:___________________________
                                                        Authorized Signatory

<PAGE>


                                   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) a Percentage
Interest evidenced by the within Asset-Backed 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.

<PAGE>


                                   EXHIBIT A-5
                    FORM OF CLASS II-M-[1][2][3] CERTIFICATE

                  THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
SENIOR CERTIFICATES [,/AND THE CLASS II-M-1 CERTIFICATES][AND THE CLASS II-M-2
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 (THE "CODE").

                  THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION
SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE
PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.

                  ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE
REPRESENTATIONS SET FORTH IN SECTION 6.02(B) OF THE AGREEMENT REFERRED TO
HEREIN.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.

<PAGE>


<TABLE>
<CAPTION>
<S>                                                        <C>
Certificate No. __                                         Pass-Through Rate:  Variable

Class II-M-[1][2][3] Subordinate

                                                           Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement                    Certificate as of the Cut-off Date:
and Cut-off Date: February 1, 2005                         $_______________
</TABLE>

<PAGE>

[TABLE CONTINUED]

<TABLE>
<CAPTION>
<S>                                                        <C>
Trustee: Wells Fargo Bank, National Association

                                                           Initial Certificate Principal Balance of this
First Distribution Date:                                   Certificate as of the Cut-off Date:
March 25, 2005                                             $________________

Assumed Final Distribution Date:
February 25, 2035                                          CUSIP:
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2005-AP1

         evidencing a fractional undivided interest in the distributions
         allocable to the Class II-M-[1][2][3] Certificates with respect to a
         Trust Fund consisting primarily of a pool of conventional one- to
         four-family fixed interest rate mortgage loans sold by NOMURA ASSET
         ACCEPTANCE CORPORATION.

                  This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Nomura Asset
Acceptance Corporation ("NAAC") or the Trustee or any of their affiliates or any
other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by NAAC or the Trustee or
any of their affiliates or any other person. None of NAAC, the Trustee 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 hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in a trust (the "Trust Fund")
generally consisting of conventional first lien, fixed rate mortgage loans
secured by one- to four- family residences, units in planned unit developments
and individual condominium units (collectively, the "Mortgage Loans") sold by
NAAC. The Mortgage Loans were sold by Nomura Credit & Capital, Inc. (the
"Seller") to NAAC. The Trust Fund was created pursuant to the Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement"), among NAAC, as depositor (the "Depositor"), the Seller, as seller,
GMAC Mortgage Corporation, as a servicer, and Wells Fargo 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,
capitalized terms used herein shall have the meaning ascribed to them 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 its acceptance hereof assents and by which such
Holder is bound.

                  Interest on this Certificate will accrue during the calendar
month preceding the calendar month in which the related Distribution Date occurs
on the Certificate Principal Balance hereof at a per annum rate equal to ____%
with respect to any Distribution Date which occurs on or prior to the related
Optional Termination Date, and (ii) [___]% per annum with respect to each
Distribution Date which occurs thereafter, in each case, subject to a cap equal
to the Net WAC Rate Cap for such Distribution Date.] The Trustee will distribute
on the 25th day of each month,

                                     A-5-2
<PAGE>


or, if such 25th day is not a Business Day, the immediately following Business
Day (each, a "Distribution Date"), commencing on the First Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last day (or if such last day is not a Business
Day, the Business Day immediately preceding such last day) of the calendar month
immediately preceding the month in which the Distribution Date occurs, 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
the Holders of Certificates of the same Class as this Certificate. The Assumed
Final Distribution Date is the Distribution Date in the month following the
latest scheduled maturity date of any Group II Mortgage Loan and is not likely
to be the date on which the Certificate Principal Balance of this Class of
Certificates will be reduced to zero.

                  Distributions on this Certificate will be made by the Trustee
by check mailed to the address of the Person entitled thereto as such name and
address shall appear on the Certificate Register or, if such Person so requests
by notifying the Trustee in writing as specified in the Agreement.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee 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 and designated in such notice. 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 hereon and any Realized Losses allocable
hereto.

                  This Certificate is one of a duly authorized issue of
Certificates designated as set forth on the face hereof (the "Certificates").
The Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

                  The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the Trust Fund for payment hereunder and that
the Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

                  This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Trustee.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of the Certificateholders under the
Agreement from time to time by the parties thereto with the consent of the
Holders of the Class or Classes of Certificates affected thereby evidencing over
50% of the Voting Rights of such Class or Classes. 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 lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
with the Trustee upon surrender of this Certificate for registration of transfer
at the offices or agencies maintained by the Trustee for such purposes, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the

                                     A-5-3
<PAGE>


Trustee duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Percentage Interest will be issued
to the designated transferee.

                  Any transferee of this Certificate shall be deemed to make the
representations set forth in Section 6.02(b) of the Agreement.

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

                  No service charge will be made to the Certificateholders for
any such registration of transfer, 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 Trustee and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee or any such agent shall be
affected by notice to the contrary.

                  The obligations created by the Agreement with respect to the
Group II Certificates (other than the obligations to make payments to the
related Certificateholders) shall terminate upon the earlier of (i) the later of
(A) the maturity or other liquidation (or Advance with respect thereto) of the
last Group II Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any Group
II Mortgage Loan and (B) the remittance of all funds due under the Agreement
with respect to the Group II Mortgage Loans, or (ii) the optional repurchase by
the party named in the Agreement of all the Group II Mortgage Loans and other
assets of the Trust Fund relating to the Group II Mortgage Loans in accordance
with the terms of the Agreement. Such optional repurchase may be made only on or
after the Distribution Date in which the aggregate Stated Principal Balance of
the Group II Mortgage Loans is less than the percentage of the aggregate Stated
Principal Balance specified in the Agreement of the Group II Mortgage Loans at
the Cut-off Date. The exercise of such right will effect the early retirement of
the Group II Certificates. In no event, however, will the Trust Fund created by
the Agreement continue beyond the earlier of (i) the expiration of 21 years
after the death of certain persons identified in the Agreement and (ii) the Last
Scheduled Distribution Date.

                  Unless this Certificate has been countersigned by an
authorized signatory of the Trustee by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement, or be valid for any purpose.

                                     A-5-4
<PAGE>


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


Dated:  February __, 2005                         WELLS FARGO BANK, NATIONAL
                                                  ASSOCIATION,
                                                  not in its individual capacity
                                                  but solely as Trustee


                                                  By:___________________________
                                                        Authorized Signatory



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

                  This is one of the Class II-M-[1][2][3] Certificates referred
to in the within-mentioned Agreement.


                                                  WELLS FARGO BANK, NATIONAL
                                                  ASSOCIATION,
                                                  Authorized signatory of
                                                  Wells Fargo Bank, National
                                                  Association, not in its
                                                  individual capacity but
                                                  solely as Trustee


                                                  By:___________________________
                                                        Authorized Signatory

<PAGE>


                                   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) a Percentage
Interest evidenced by the within Asset-Backed 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.

<PAGE>


                                   EXHIBIT A-6
                         FORM OF CLASS II-C 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 (THE "CODE").

                  THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION
SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE
PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.

                  THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY
STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES
THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY
(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
"INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE
501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH
ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY
THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND
(B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE
THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.

                  NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON,
UNLESS THE TRANSFEREE PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(B) OF
THE AGREEMENT.

<PAGE>


<TABLE>
<CAPTION>
<S>                                                        <C>
Certificate No. __                                         Percentage Interest: ____

Class II-C                                                 Pass-Through Rate:  Variable

Date of Pooling and Servicing Agreement and Cut-off Date:  Initial Certificate Principal Balance of this
February 1, 2005                                           Certificate as of the Cut-off Date:

Trustee: Wells Fargo Bank, National Association

                                                           Initial Certificate Notional Balance of this
                                                           Certificate as of the Cut-off Date:
First Distribution Date: March 25, 2005                    $


Assumed Final Distribution Date: February 25, 2035

                                                           CUSIP:
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2005-AP1

         evidencing a fractional undivided interest in the distributions
         allocable to the Class II-C Certificates with respect to a Trust Fund
         consisting primarily of a pool of conventional one- to four-family
         fixed interest rate mortgage loans sold by NOMURA ASSET ACCEPTANCE
         CORPORATION

                  This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Nomura Asset
Acceptance Corporation ("NAAC") or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by NAAC
or the Trustee or any of their affiliates or any other person. None of NAAC, the
Trustee 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 Nomura Securities International, Inc. is
the registered owner of the Percentage Interest evidenced hereby in the
beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust Fund") generally consisting of conventional
first lien, fixed rate mortgage loans secured by one- to four- family
residences, units in planned unit developments and individual condominium units
(collectively, the "Mortgage Loans") sold by NAAC. The Mortgage Loans were sold
by Nomura Credit & Capital, Inc. (the "Seller") to NAAC. The Trust Fund was
created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the "Agreement"), among NAAC, as depositor (the
"Depositor"), the Seller, as seller, GMAC Mortgage Corporation, as a servicer,
and Wells Fargo 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,


                                     A-6-2
<PAGE>


capitalized terms used herein shall have the meaning ascribed to them 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 its acceptance hereof assents and by which such
Holder is bound.

                  Interest on this Certificate will accrue during the month
prior to the month in which a Distribution Date (as hereinafter defined) occurs
on the Certificate Principal Balance hereof at a per annum rate equal to the
Pass-Through Rate as set forth in the Agreement. The Trustee will distribute on
the 25th day of each month, or, if such 25th day is not a Business Day, the
immediately following Business Day (each, a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately preceding such last
day) of the calendar month immediately preceding the month in which the
Distribution Date occurs, an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of Certificates of the same Class as this Certificate. The
Assumed Final Distribution Date is the Distribution Date in the month following
the latest scheduled maturity date of any Mortgage Loan.

                  Distributions on this Certificate will be made by the Trustee
by check mailed to the address of the Person entitled thereto as such name and
address shall appear on the Certificate Register or, if such Person so requests
by notifying the Trustee in writing as specified in the Agreement.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee 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 and designated in such notice.

                  No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. In
the event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee shall require receipt of (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the 1933
Act, written certifications from the Holder of the Certificate desiring to
effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit E and either F
or G, as applicable, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor or the Trustee in their respective capacities as such),
together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder's prospective
transferee upon which such Opinion of Counsel is based. Neither the Depositor
nor the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any Holder
desiring to effect a transfer of this Certificate shall be required to indemnify
the Trustee, the Depositor and the Seller 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.

                  No transfer of this Certificate shall be made to any person
unless the Transferee

                                     A-6-3
<PAGE>


provides a certification pursuant to Section 6.02(b) of the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as set forth on the face hereof (the "Certificates").
The Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

                  The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the Trust Fund for payment hereunder and that
the Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

                  This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Trustee.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of the Certificateholders under the
Agreement from time to time by the parties thereto with the consent of the
Holders of the Class or Classes of Certificates affected thereby evidencing over
50% of the Voting Rights of such Class or Classes. 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 lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
with the Trustee upon surrender of this Certificate for registration of transfer
at the offices or agencies maintained by the Trustee for such purposes, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
in authorized denominations representing a like aggregate Percentage Interest
will be issued to the designated transferee.

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

                  No service charge will be made to the Certificateholders for
any such registration of transfer, 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 Trustee and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee or any such agent shall be
affected by notice to the contrary.

                  The obligations created by the Agreement with respect to the
Group II Certificates (other than the obligations to make payments to the
related Certificateholders) shall terminate

                                     A-6-4

<PAGE>


upon the earlier of (i) the later of (A) the maturity or other liquidation (or
Advance with respect thereto) of the last Group II Mortgage Loan remaining in
the Trust Fund and disposition of all property acquired upon foreclosure or deed
in lieu of foreclosure of any Group II Mortgage Loan and (B) the remittance of
all funds due under the Agreement with respect to the Group II Mortgage Loans,
or (ii) the optional repurchase by the party named in the Agreement of all the
Group II Mortgage Loans and other assets of the Trust Fund relating to the Group
II Mortgage Loans in accordance with the terms of the Agreement. Such optional
repurchase may be made only on or after the Distribution Date in which the
aggregate Stated Principal Balance of the Group II Mortgage Loans is less than
the percentage of the aggregate Stated Principal Balance specified in the
Agreement of the Group II Mortgage Loans at the Cut-off Date. The exercise of
such right will effect the early retirement of the Group II Certificates. In no
event, however, will the Trust Fund created by the Agreement continue beyond the
earlier of (i) the expiration of 21 years after the death of certain persons
identified in the Agreement and (ii) the Last Scheduled Distribution Date.

                  Unless this Certificate has been countersigned by an
authorized signatory of the Trustee by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement, or be valid for any purpose.

                                     A-6-5

<PAGE>


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


Dated:  February __, 2005                         WELLS FARGO BANK, NATIONAL
                                                  ASSOCIATION,
                                                  not in its individual capacity
                                                  but solely as Trustee


                                                  By:___________________________
                                                        Authorized Signatory



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

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


                                                  WELLS FARGO BANK, NATIONAL
                                                  ASSOCIATION,
                                                  Authorized signatory of
                                                  Wells Fargo Bank, National
                                                  Association, not in its
                                                  individual capacity but
                                                  solely as Trustee


                                                  By:___________________________
                                                        Authorized Signatory

<PAGE>


                                   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) a Percentage
Interest evidenced by the within Asset-Backed 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.

<PAGE>


                                   EXHIBIT A-7
                          FORM OF CLASS I-P 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 (THE "CODE").

                  THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
DECREASED BY THE PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL
ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY
INQUIRY OF THE TRUSTEE NAMED HEREIN.

                  THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY
STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES
THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY
(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
"INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE
501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH
ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY
THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND
(B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE
THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.

                  NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON,
UNLESS THE TRANSFEREE PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(B) OF
THE AGREEMENT.

<PAGE>


<TABLE>
<CAPTION>
<S>                                                        <C>
Certificate No. ___                                        Percentage Interest: 100%

Class I-P

Date of Pooling and Servicing Agreement                    Aggregate Initial Certificate Principal Balance of this
and Cut-off Date: February 1, 2005                         Certificate as of the Cut-off Date: $100

First Distribution Date: December 25, 2005                 Initial Certificate Principal Balance of this
                                                           Certificate as of the Cut-off Date: $100

Trustee: Wells Fargo Bank, National Association            CUSIP:

Assumed Final Distribution Date: February 25, 2035
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE

                                 SERIES 2005-AP1

         evidencing a fractional undivided interest in the distributions
         allocable to the Class I-P Certificates with respect to a Trust Fund
         consisting primarily of a pool of conventional one- to four-family
         fixed interest rate mortgage loans sold by NOMURA ASSET ACCEPTANCE
         CORPORATION

                  This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Nomura Asset
Acceptance Corporation ("NAAC") or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by NAAC
or the Trustee or any of their affiliates or any other person. None of NAAC, the
Trustee 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 Nomura Securities International, Inc. is
the registered owner of the Percentage Interest evidenced hereby in the
beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust Fund") generally consisting of conventional
first lien, fixed rate mortgage loans secured by one- to four- family
residences, units in planned unit developments and individual condominium units
(collectively, the "Mortgage Loans") sold by NAAC. The Mortgage Loans were sold
by Nomura Credit & Capital, Inc. (the "Seller") to NAAC. The Trust Fund was
created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the "Agreement"), among NAAC, as depositor (the
"Depositor"), the Seller, as seller, GMAC Mortgage Corporation, as a servicer,


                                     A-7-2
<PAGE>


and Wells Fargo 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, capitalized terms used herein shall have the
meaning ascribed to them 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 its acceptance hereof
assents and by which such Holder is bound.

                  Distributions on this Certificate will be made by the Trustee
by check mailed to the address of the Person entitled thereto as such name and
address shall appear on the Certificate Register or, if such Person so requests
by notifying the Trustee in writing as specified in the Agreement.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee 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 and designated in such notice.

                  No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. In
the event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee shall require receipt of (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the 1933
Act, written certifications from the Holder of the Certificate desiring to
effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit E and either F
or G, as applicable, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor or the Trustee in their respective capacities as such),
together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder's prospective
transferee upon which such Opinion of Counsel is based. Neither the Depositor
nor the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any Holder
desiring to effect a transfer of this Certificate shall be required to indemnify
the Trustee, the Depositor and the Seller 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.

                  No transfer of this Certificate shall be made to any person
unless the Transferee provides a certification pursuant to Section 6.02(b) of
the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as set forth on the face hereof (the "Certificates").
The Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

                  The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the Trust Fund for payment hereunder and that
the Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

                                     A-7-3
<PAGE>


                  This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Trustee.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of the Certificateholders under the
Agreement from time to time by the parties thereto with the consent of the
Holders of the Class or Classes of Certificates affected thereby evidencing over
50% of the Voting Rights of such Class or Classes. 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 lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
with the Trustee upon surrender of this Certificate for registration of transfer
at the offices or agencies maintained by the Trustee for such purposes, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
in authorized denominations representing a like aggregate Percentage Interest
will be issued to the designated transferee.

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

                  No service charge will be made to the Certificateholders for
any such registration of transfer, 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 Trustee and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee or any such agent shall be
affected by notice to the contrary.

                  The obligations created by the Agreement with respect to the
Group I Certificates (other than the obligations to make payments to the related
Certificateholders) shall terminate upon the earlier of (i) the later of (A) the
maturity or other liquidation (or Advance with respect thereto) of the last
Group I Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any Group I
Mortgage Loan and (B) the remittance of all funds due under the Agreement with
respect to the Group I Mortgage Loans, or (ii) the optional repurchase by the
party named in the Agreement of all the Group I Mortgage Loans and other assets
of the Trust Fund relating to the Group I Mortgage Loans in accordance with the
terms of the Agreement. Such optional repurchase may be made only on or after
the Distribution Date in which the aggregate Stated Principal Balance of the
Group I Mortgage Loans is less than the percentage of the aggregate Stated
Principal Balance specified in the Agreement of the Group I Mortgage Loans at
the Cut-off Date. The exercise of such right will effect the early retirement of
the Group I Certificates. In no event, however, will

                                     A-7-4
<PAGE>


the Trust Fund created by the Agreement continue beyond the earlier of (i) the
expiration of 21 years after the death of certain persons identified in the
Agreement and (ii) the Last Scheduled Distribution Date.

                  Unless this Certificate has been countersigned by an
authorized signatory of the Trustee by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement, or be valid for any purpose.

                                     A-7-5
<PAGE>


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


Dated:  February __, 2005                         WELLS FARGO BANK, NATIONAL
                                                  ASSOCIATION,
                                                  not in its individual capacity
                                                  but solely as Trustee


                                                  By:___________________________
                                                        Authorized Signatory



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

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


                                                  WELLS FARGO BANK, NATIONAL
                                                  ASSOCIATION,
                                                  Authorized signatory of
                                                  Wells Fargo Bank, National
                                                  Association, not in its
                                                  individual capacity but
                                                  solely as Trustee


                                                  By:___________________________
                                                        Authorized Signatory

<PAGE>


                                   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) a Percentage
Interest evidenced by the within Asset-Backed 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.

<PAGE>


                                   EXHIBIT A-8
                         FORM OF CLASS II-P 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 (THE "CODE").

                  THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
DECREASED BY THE PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL
ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY
INQUIRY OF THE TRUSTEE NAMED HEREIN.

                  THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY
STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES
THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY
(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
"INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE
501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH
ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY
THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND
(B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE
THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.

                  NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON,
UNLESS THE TRANSFEREE PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(B) OF
THE AGREEMENT.

<PAGE>


<TABLE>
<CAPTION>
<S>                                                        <C>
Certificate No. ___                                        Percentage Interest: 100%

Class II-P

Date of Pooling and Servicing Agreement                    Aggregate Initial Certificate Principal Balance of this
and Cut-off Date: February 1, 2005                         Certificate as of the Cut-off Date: $100

First Distribution Date: December 25, 2005                 Initial Certificate Principal Balance of this
                                                           Certificate as of the Cut-off Date: $100

Trustee: Wells Fargo Bank, National Association            CUSIP:

Assumed Final Distribution Date: February 25, 2035
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE

                                 SERIES 2005-AP1

         evidencing a fractional undivided interest in the distributions
         allocable to the Class II-P Certificates with respect to a Trust Fund
         consisting primarily of a pool of conventional one- to four-family
         fixed interest rate mortgage loans sold by NOMURA ASSET ACCEPTANCE
         CORPORATION

                  This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Nomura Asset
Acceptance Corporation ("NAAC") or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by NAAC
or the Trustee or any of their affiliates or any other person. None of NAAC, the
Trustee 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 Nomura Securities International, Inc. is
the registered owner of the Percentage Interest evidenced hereby in the
beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust Fund") generally consisting of conventional
first lien, fixed rate mortgage loans secured by one- to four- family
residences, units in planned unit developments and individual condominium units
(collectively, the "Mortgage Loans") sold by NAAC. The Mortgage Loans were sold
by Nomura Credit & Capital, Inc. (the "Seller") to NAAC. The Trust Fund was
created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the "Agreement"), among NAAC, as depositor (the
"Depositor"), the Seller, as seller, GMAC Mortgage Corporation, as a servicer,
and Wells Fargo Bank, National Association, as trustee (the "Trustee"), a
summary of certain of

                                     A-8-2

<PAGE>


the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, capitalized terms used herein shall have the meaning ascribed to
them 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 its acceptance hereof assents and by which such
Holder is bound.

                  Distributions on this Certificate will be made by the Trustee
by check mailed to the address of the Person entitled thereto as such name and
address shall appear on the Certificate Register or, if such Person so requests
by notifying the Trustee in writing as specified in the Agreement.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee 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 and designated in such notice.

                  No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. In
the event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee shall require receipt of (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the 1933
Act, written certifications from the Holder of the Certificate desiring to
effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit E and either F
or G, as applicable, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor or the Trustee in their respective capacities as such),
together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder's prospective
transferee upon which such Opinion of Counsel is based. Neither the Depositor
nor the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any Holder
desiring to effect a transfer of this Certificate shall be required to indemnify
the Trustee, the Depositor and the Seller 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.

                  No transfer of this Certificate shall be made to any person
unless the Transferee provides a certification pursuant to Section 6.02(b) of
the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as set forth on the face hereof (the "Certificates").
The Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

                  The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the Trust Fund for payment hereunder and that
the Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

                  This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and

                                     A-8-3
<PAGE>


duties evidenced hereby, and the rights, duties and immunities of the Trustee.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of the Certificateholders under the
Agreement from time to time by the parties thereto with the consent of the
Holders of the Class or Classes of Certificates affected thereby evidencing over
50% of the Voting Rights of such Class or Classes. 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 lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
with the Trustee upon surrender of this Certificate for registration of transfer
at the offices or agencies maintained by the Trustee for such purposes, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
in authorized denominations representing a like aggregate Percentage Interest
will be issued to the designated transferee.

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

                  No service charge will be made to the Certificateholders for
any such registration of transfer, 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 Trustee and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee or any such agent shall be
affected by notice to the contrary.

                  The obligations created by the Agreement with respect to the
Group II Certificates (other than the obligations to make payments to the
related Certificateholders) shall terminate upon the earlier of (i) the later of
(A) the maturity or other liquidation (or Advance with respect thereto) of the
last Group II Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any Group
II Mortgage Loan and (B) the remittance of all funds due under the Agreement
with respect to the Group II Mortgage Loans, or (ii) the optional repurchase by
the party named in the Agreement of all the Group II Mortgage Loans and other
assets of the Trust Fund relating to the Group II Mortgage Loans in accordance
with the terms of the Agreement. Such optional repurchase may be made only on or
after the Distribution Date in which the aggregate Stated Principal Balance of
the Group II Mortgage Loans is less than the percentage of the aggregate Stated
Principal Balance specified in the Agreement of the Group II Mortgage Loans at
the Cut-off Date. The exercise of such right will effect the early retirement of
the Group II Certificates. In no event, however, will the Trust Fund created by
the Agreement continue beyond the earlier of (i) the expiration of 21 years
after the death of certain persons identified in the Agreement and (ii) the Last
Scheduled Distribution Date.

                                     A-8-4

<PAGE>


                  Unless this Certificate has been countersigned by an
authorized signatory of the Trustee by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement, or be valid for any purpose.


                                     A-8-5
<PAGE>


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


Dated:  February __, 2005                         WELLS FARGO BANK, NATIONAL
                                                  ASSOCIATION,
                                                  not in its individual capacity
                                                  but solely as Trustee


                                                  By:___________________________
                                                        Authorized Signatory



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

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


                                                  WELLS FARGO BANK, NATIONAL
                                                  ASSOCIATION,
                                                  Authorized signatory of
                                                  Wells Fargo Bank, National
                                                  Association, not in its
                                                  individual capacity but
                                                  solely as Trustee


                                                  By:___________________________
                                                        Authorized Signatory

<PAGE>


                                   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) a Percentage
Interest evidenced by the within Asset-Backed 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.

<PAGE>


                                   EXHIBIT A-9

                       FORM OF CLASS [I][II]-R CERTIFICATE

                  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 (THE "CODE").

                  THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY
STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES
THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY
(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
"INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE
501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH
ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY
THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND
(B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE
THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.

                  NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON,
UNLESS THE TRANSFEREE PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(B) OF
THE AGREEMENT.

                  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE
TRUSTEE THAT (1) SUCH

<PAGE>


TRANSFEREE IS NOT (A) 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), (B) A
FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) 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 UNLESS SUCH ORGANIZATION IS
SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED
BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL
ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION 1381(A)(2)(C) OF THE
CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(A) OF THE CODE (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING
HEREIN REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR (F) 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.


                                     A-9-2
<PAGE>


<TABLE>
<CAPTION>
<S>                                                        <C>
Certificate No.__

Class [I][II]-R                                            Percentage Interest: ____

                                                           Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement                    Certificate as of the Cut-off Date:
and Cut-off Date: February 1, 2005                         $______________

                                                           Initial Certificate Notional Balance of this
First Distribution Date:                                   Certificate as of the Cut-off Date:
March 25, 2005                                             $______________

Trustee: Wells Fargo Bank, National Association

                                                           CUSIP:

Assumed Final Distribution Date: February 25, 2035
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE

                                 SERIES 2005-AP1

         evidencing a fractional undivided interest in the distributions
         allocable to the Class [I][II]-R Certificates with respect to a Trust
         Fund consisting primarily of a pool of conventional one- to four-family
         fixed interest rate mortgage loans sold by NOMURA ASSET ACCEPTANCE
         CORPORATION.

                  This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Nomura Asset
Acceptance Corporation ("NAAC") or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by NAAC
or the Trustee or any of their affiliates or any other person. None of NAAC, the
Trustee 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 Nomura Securities International, Inc. is
the registered owner of the Percentage Interest evidenced hereby in the
beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust Fund") generally consisting of conventional
first lien, fixed rate mortgage loans secured by one- to four- family
residences, units in planned unit developments and individual condominium units
(collectively, the "Mortgage Loans") sold by NAAC. The Mortgage Loans were sold
by Nomura Credit & Capital, Inc. (the "Seller") to NAAC. The Trust Fund was
created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the "Agreement"), among NAAC, as depositor (the
"Depositor"), the Seller, as seller, GMAC Mortgage Corporation, as a servicer,
and Wells Fargo Bank, National Association, as trustee (the "Trustee"), a
summary of certain of

                                     A-9-3
<PAGE>


the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, capitalized terms used herein shall have the meaning ascribed to
them 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 its acceptance hereof assents and by which such
Holder is bound.

                  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 Depositor 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 Depositor, which purchaser
may be the Depositor, or any affiliate of the Depositor, on such terms and
conditions as the Depositor may choose.

                  The Trustee will distribute on the 25th day of each month, or,
if such 25th day is not a Business Day, the immediately following Business Day
(each, a "Distribution Date"), commencing on the First Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last day (or if such last day is not a Business
Day, the Business Day immediately preceding such last day) of the calendar month
immediately preceding the month in which the Distribution Date occurs, an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amounts required to be distributed to the Holders of Certificates of the
same Class as this Certificate. The Assumed Final Distribution Date is the
Distribution Date in the month following the latest scheduled maturity date of
any Mortgage Loan.

                  Distributions on this Certificate will be made by the Trustee
by check mailed to the address of the Person entitled thereto as such name and
address shall appear on the Certificate Register or, if such Person so requests
by notifying the Trustee in writing as specified in the Agreement.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee 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 and designated in such notice.

                  No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. In
the event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee shall require receipt of (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the 1933
Act, written certifications from the Holder of the Certificate desiring to
effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit E and either F
or G, as applicable, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration or


                                     A-9-4
<PAGE>


qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor or the Trustee in their respective capacities as such),
together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder's prospective
transferee upon which such Opinion of Counsel is based. Neither the Depositor
nor the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any Holder
desiring to effect a transfer of this Certificate shall be required to indemnify
the Trustee, the Depositor and the Seller 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.

                  No transfer of this Certificate shall be made to any person
unless the Transferee provides a certification pursuant to Section 6.02(b) of
the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as set forth on the face hereof (the "Certificates").
The Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

                  The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the Trust Fund for payment hereunder and that
the Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

                  This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Trustee.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of the Certificateholders under the
Agreement from time to time by the parties thereto with the consent of the
Holders of the Class or Classes of Certificates affected thereby evidencing over
50% of the Voting Rights of such Class or Classes. 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 lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
with the Trustee upon surrender of this Certificate for registration of transfer
at the offices or agencies maintained by the Trustee for such purposes, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
in authorized denominations representing a like aggregate Percentage Interest
will be issued to the designated transferee.

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

                                     A-9-5
<PAGE>


                  No service charge will be made to the Certificateholders for
any such registration of transfer, 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 Trustee and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of Depositor, the Trustee or any such agent shall be affected
by notice to the contrary.

                  The obligations created by the Agreement with respect to the
Group [I][II] Certificates (other than the obligations to make payments to the
related Certificateholders) shall terminate upon the earlier of (i) the later of
(A) the maturity or other liquidation (or Advance with respect thereto) of the
last Group [I][II] Mortgage Loan remaining in the Trust Fund and disposition of
all property acquired upon foreclosure or deed in lieu of foreclosure of any
Group [I][II] Mortgage Loan and (B) the remittance of all funds due under the
Agreement with respect to the Group [I][II] Mortgage Loans, or (ii) the optional
repurchase by the party named in the Agreement of all the Group [I][II] Mortgage
Loans and other assets of the Trust Fund relating to the Group [I][II] Mortgage
Loans in accordance with the terms of the Agreement. Such optional repurchase
may be made only on or after the Distribution Date in which the aggregate Stated
Principal Balance of the Group [I][II] Mortgage Loans is less than the
percentage of the aggregate Stated Principal Balance specified in the Agreement
of the Group [I][II] Mortgage Loans at the Cut-off Date. The exercise of such
right will effect the early retirement of the Group [I][II] Certificates. In no
event, however, will the Trust Fund created by the Agreement continue beyond the
earlier of (i) the expiration of 21 years after the death of certain persons
identified in the Agreement and (ii) the Last Scheduled Distribution Date.

                  Unless this Certificate has been countersigned by an
authorized signatory of the Trustee by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement, or be valid for any purpose.


                                     A-9-6
<PAGE>


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


Dated:  February __, 2005                         WELLS FARGO BANK, NATIONAL
                                                  ASSOCIATION,
                                                  not in its individual capacity
                                                  but solely as Trustee


                                                  By:___________________________
                                                        Authorized Signatory



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

                  This is one of the Class [I][II]-R Certificates referred to in
the within-mentioned Agreement.


                                                  WELLS FARGO BANK, NATIONAL
                                                  ASSOCIATION,
                                                  Authorized signatory of
                                                  Wells Fargo Bank, National
                                                  Association, not in its
                                                  individual capacity but
                                                  solely as Trustee


                                                  By:___________________________
                                                        Authorized Signatory

<PAGE>


                                   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) a Percentage
Interest evidenced by the within Asset-Backed 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.

<PAGE>


                                  EXHIBIT A-10
                          FORM OF CLASS I-X 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 (THE "CODE").

                  THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY
STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES
THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY
(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
"INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE
501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH
ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY
THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND
(B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE
THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.

                  NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON,
UNLESS THE TRANSFEREE PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(B) OF
THE AGREEMENT.

<PAGE>


<TABLE>
<CAPTION>
<S>                                                        <C>
Certificate No. ___                                        Pass-Through Rate:  0.01%

Class I-X
                                                           Initial  Certificate  Notional  Balance of the Class I-X
Date of Pooling and Servicing  Agreement and Cut-off Date: Certificates as of the Cut-off Date:
February 1, 2005                                           $_______________

First Distribution Date:
March 25, 2005                                             Percentage Interest: 100%

Trustee:  Wells Fargo Bank, National Association

Final Scheduled Distribution Date:
February 25, 2035                                          CUSIP: ___________________
</TABLE>

<PAGE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2005-AP1

         evidencing a fractional undivided interest in the distributions
         allocable to the Class I-X Certificates with respect to a Trust Fund
         consisting primarily of a pool of conventional one- to four-family
         fixed interest rate mortgage loans sold by NOMURA ASSET ACCEPTANCE
         CORPORATION.

                  This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Nomura Asset
Acceptance Corporation ("NAAC") or the Trustee or any of their affiliates or any
other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by NAAC or the Trustee or
any of their affiliates or any other person. None of NAAC, the Trustee 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 Nomura Securities International Inc. is
the registered owner of the Percentage Interest evidenced hereby in the
beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust Fund") generally consisting of conventional
first lien, fixed rate mortgage loans secured by one- to four- family
residences, units in planned unit developments and individual condominium units
(collectively, the "Mortgage Loans") sold by NAAC. The Mortgage Loans were sold
by Nomura Credit & Capital, Inc. (the "Seller") to NAAC. The Trust Fund was
created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the "Agreement"), among NAAC, as depositor (the
"Depositor"), the Seller, as seller, GMAC Mortgage Corporation, as a servicer,
and Wells Fargo 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, capitalized terms used herein shall have the
meaning ascribed to them 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 its acceptance hereof
assents and by which such Holder is bound.

                  Interest on this Certificate will accrue during the month
prior to the month in which a Distribution Date (as hereinafter defined) occurs
on the Certificate Notional Balance hereof at a per annum rate equal to 0.01%.
The Trustee will distribute on the 25th day of each month, or, if such 25th day
is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last day (or if such last day is not a Business Day, the
Business Day immediately preceding such last day) of the calendar month
immediately preceding the month in which the Distribution Date occurs, an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount of interest required to be distributed to the Holders of
Certificates of the same Class as this Certificate.

                  Distributions on this Certificate will be made by the Trustee
by check mailed to the address of the Person entitled thereto as such name and
address shall appear on the Certificate Register or, if such Person so requests
by notifying the Trustee in writing as specified in the Agreement.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon

                                     A-10-2
<PAGE>


presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice. The initial
Certificate Notional Balance of this Certificate is set forth above.

         No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee shall require receipt of (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the 1933
Act, written certifications from the Holder of the Certificate desiring to
effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit E and either F
or G, as applicable, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor or the Trustee in their respective capacities as such),
together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder's prospective
transferee upon which such Opinion of Counsel is based. Neither the Depositor
nor the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any Holder
desiring to effect a transfer of this Certificate shall be required to indemnify
the Trustee, the Depositor and the Seller 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.]

                  No transfer of this Certificate shall be made to any person
unless the Transferee provides a certification pursuant to Section 6.02(b) of
the Agreement.]

                  This Certificate is one of a duly authorized issue of
Certificates designated as set forth on the face hereof (the "Certificates").
The Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

                  The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the Trust Fund for payment hereunder and that
the Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

                  This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Trustee.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of the Certificateholders under the
Agreement from time to time by the parties thereto with the consent of the
Holders of the Class or Classes of Certificates affected thereby evidencing over
50% of the Voting Rights of such Class or Classes. 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 lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in


                                     A-10-3
<PAGE>


certain limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
with the Trustee upon surrender of this Certificate for registration of transfer
at the offices or agencies maintained by the Trustee for such purposes, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
in authorized denominations representing a like aggregate Percentage Interest
will be issued to the designated transferee.

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

                  No service charge will be made to the Certificateholders for
any such registration of transfer, 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 Trustee and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of Depositor, the Trustee or any such agent shall be affected
by notice to the contrary.

         The obligations created by the Agreement with respect to the Group I
Certificates (other than the obligations to make payments to the related
Certificateholders) shall terminate upon the earlier of (i) the later of (A) the
maturity or other liquidation (or Advance with respect thereto) of the last
Group I Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any Group I
Mortgage Loan and (B) the remittance of all funds due under the Agreement with
respect to the Group I Mortgage Loans, or (ii) the optional repurchase by the
party named in the Agreement of all the Group I Mortgage Loans and other assets
of the Trust Fund relating to the Group I Mortgage Loans in accordance with the
terms of the Agreement. Such optional repurchase may be made only on or after
the Distribution Date in which the aggregate Stated Principal Balance of the
Group I Mortgage Loans is less than the percentage of the aggregate Stated
Principal Balance specified in the Agreement of the Group I Mortgage Loans at
the Cut-off Date. The exercise of such right will effect the early retirement of
the Group I Certificates. In no event, however, will the Trust Fund created by
the Agreement continue beyond the earlier of (i) the expiration of 21 years
after the death of certain persons identified in the Agreement and (ii) the Last
Scheduled Distribution Date.

                  Unless this Certificate has been countersigned by an
authorized signatory of the Trustee by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement, or be valid for any purpose.


                                     A-10-4
<PAGE>


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


Dated:  February __, 2005                         WELLS FARGO BANK, NATIONAL
                                                  ASSOCIATION,
                                                  not in its individual capacity
                                                  but solely as Trustee


                                                  By:___________________________
                                                        Authorized Signatory



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

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


                                                  WELLS FARGO BANK, NATIONAL
                                                  ASSOCIATION,
                                                  Authorized signatory of
                                                  Wells Fargo Bank, National
                                                  Association, not in its
                                                  individual capacity but
                                                  solely as Trustee


                                                  By:___________________________
                                                        Authorized Signatory

<PAGE>


                                   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) a Percentage
Interest evidenced by the within Asset-Backed 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.

<PAGE>


                                                                       EXHIBIT B


                             MORTGAGE LOAN SCHEDULE
                             ----------------------

                  The Preliminary and Final Mortgage Loan Schedules shall set
forth the following information with respect to each Mortgage Loan:

         (a)      the loan number;

         (b)      the Mortgage Rate in effect as of the Cut-off Date;

         (c)      the Servicing Fee Rate;

         (d)      the Net Mortgage Rate in effect as of the Cut-off Date;

         (e)      the maturity date;

         (f)      the original principal balance;

         (g)      the Cut-off Date Principal Balance;

         (h)      the original term;

         (i)      the remaining term;

         (j)      the property type;

         (k)      the MIN with respect to each Mortgage Loan; and

         (l)      the applicable Servicer.

                                      B-1
<PAGE>


                                                                       EXHIBIT C


                                   [RESERVED]



                                      C-1
<PAGE>


                                                                       EXHIBIT D


                           FORM OF TRANSFER AFFIDAVIT

                                    Affidavit pursuant to Section 860E(e)(4) of
                                    the Internal Revenue Code of 1986, as
                                    amended, and for other purposes

STATE OF   )
           )ss:
COUNTY OF  )

         [NAME OF OFFICER], being first duly sworn, deposes and says:

         1. That he/she is [Title of Officer] of [Name of Investor] (the
"Investor"), 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.

         2. That (i) the Investor is not a "disqualified organization" as
defined in Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
(the "Code"), and will not be a disqualified organization as of [Closing Date]
[date of purchase]; (ii) it is not acquiring the Nomura Asset Acceptance
Corporation Alternative Loan Trust, Mortgage Pass Through Certificates, Series
2005-AP1, Class [I][II]-R Certificates (the "Residual Certificates") for the
account of a disqualified organization; (iii) it consents to any amendment of
the Pooling and Servicing Agreement that shall be deemed necessary by Nomura
Asset Acceptance Corporation (upon advice of counsel) to constitute a reasonable
arrangement to ensure that the Residual Certificates will not be owned directly
or indirectly by a disqualified organization; and (iv) it will not transfer such
Residual Certificates unless (a) it has received from the transferee an
affidavit in substantially the same form as this affidavit containing these same
four representations and (b) as of the time of the transfer, it does not have
actual knowledge that such affidavit is false.

         3. That the Investor is one of the following: (i) a citizen or resident
of the United States, (ii) a corporation or partnership (including an entity
treated as a corporation or partnership for federal income tax purposes) created
or organized in, or under the laws of, the United States or any state thereof or
the District of Columbia (except, in the case of a partnership, to the extent
provided in regulations), provided that 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 United States Persons, (iii) an
estate whose income is subject to United States federal income tax regardless of
its source, or (iv) a trust other than a "foreign trust," as defined in Section
7701 (a)(31) of the Code.

         4. That the Investor's taxpayer identification number is
______________________.


                                      D-1
<PAGE>


         5. That no purpose of the acquisition of the Residual Certificates is
to avoid or impede the assessment or collection of tax.

         6. That the Investor understands that, as the holder of the Residual
Certificates, the Investor may incur tax liabilities in excess of any cash flows
generated by such Residual Certificates.

         7. That the Investor intends to pay taxes associated with holding the
Residual Certificates as they become due.

         IN WITNESS WHEREOF, the Investor has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[Title of Officer] this ____ day of _________, 20__.


                                                  [NAME OF INVESTOR]


                                                  By:_______________________
                                                     [Name of Officer]
                                                     [Title of Officer]
                                                     [Address of Investor for
                                                     receipt of distributions]

                                                  Address of Investor for
                                                  receipt of tax information:


                                      D-2
<PAGE>


         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 Investor, and acknowledged to me that he/she
executed the same as his/her free act and deed and the free act and deed of the
Investor.

         Subscribed and sworn before me this ___ day of _________, 20___.

NOTARY PUBLIC

COUNTY OF

STATE OF


My commission expires the ___ day of ___________________, 20___.


                                      D-3
<PAGE>


                                                                       EXHIBIT E


                         FORM OF TRANSFEROR CERTIFICATE

                              ______________, 2005


Nomura Asset Acceptance Corporation
2 World Financial Center, Building B
New York, New York 10281

Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, MD 21045
Attention: Nomura Asset Acceptance
Corporation, Alternative Loan Trust, Series 2005-AP1

                  Re:      Nomura Asset Acceptance Corporation MORTGAGE
                           PASS-THROUGH CERTIFICATES, SERIES 2005-AP1, CLASS

Ladies and Gentlemen:

         In connection with the sale by ___________ (the "Seller") to ________
(the "Purchaser") of $_________ Initial Certificate Principal Balance of
Mortgage Pass-Through Certificates, Series 2005-AP1, Class _____ (the
"Certificates"), issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of February 1, 2005, among Nomura
Asset Acceptance Corporation, as depositor (the "Depositor"), Nomura Credit &
Capital, Inc., as seller, GMAC Mortgage Corporation, as a servicer, and Wells
Fargo Bank, National Association, as trustee (the "Trustee"). The Seller hereby
certifies, represents and warrants to, and covenants with, the Depositor 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.


                                      E-1
<PAGE>


                                                  Very truly yours,


                                                  _____________________________
                                                  (Seller)


                                                  By:__________________________

                                                  Name:________________________

                                                  Title:_______________________


                                      E-2
<PAGE>


                                                                       EXHIBIT F


             FORM OF INVESTOR REPRESENTATION LETTER (NON-RULE 144A)

                                ___________, 2005


Nomura Asset Acceptance Corporation
2 World Financial Center
New York, New York 10281

Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, MD 21045
Attention: Nomura Asset Acceptance
Corporation, Alternative Loan Trust, Series 2005-AP1

                  Re:      Nomura Asset Acceptance Corporation, Alternative Loan
                           Trust, MORTGAGE PASS-THROUGH CERTIFICATES, SERIES
                           2005-AP1

Ladies and Gentlemen:

         _______________ (the "Purchaser") intends to purchase from ____________
(the "Seller") $_________ Initial Certificate Principal Balance of Mortgage
Pass-Through Certificates, Series 2005-AP1, Class _____ (the "Certificates"),
issued pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of February 1, 2005, among Nomura Asset
Acceptance Corporation, as depositor (the "Depositor"), Nomura Credit & Capital,
Inc., as seller, GMAC Mortgage Corporation, as a servicer, and Wells Fargo 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 Depositor and the Trustee 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 Depositor
                           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.


                                      F-1
<PAGE>


                  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 Pooling and
                           Servicing Agreement and (b) such other information
                           concerning the Certificates, the Mortgage Loans and
                           the Depositor as has been requested by the Purchaser
                           from the Depositor 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 Depositor or
                           the Seller to the satisfaction of the Purchaser.

                  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.


                                      F-2
<PAGE>


                                                  Very truly yours,


                                                  ____________________________
                                                  (Purchaser)


                                      F-3
<PAGE>


                                                  By:__________________________

                                                  Name:________________________

                                                  Title:_______________________

<PAGE>


                                                                       EXHIBIT G


                       FORM OF RULE 144A INVESTMENT LETTER

                                                         [Date]
Nomura Credit & Capital, Inc.
2 World Financial Center, Building B
New York, New York 10281

Nomura Asset Acceptance Corporation
2 World Financial Center
New York, New York 10281

Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, MD 21045
Attention: Nomura Asset Acceptance
Corporation, Alternative Loan Trust, Series 2005-AP1

                  Re:      Nomura Asset Acceptance Corporation, Alternative Loan
                           Trust, Mortgage Pass-Through Certificates, Series
                           2005-AP1 (the "Certificates"), including the Class
                           [ ] CERTIFICATES (THE "PRIVATE CERTIFICATES")

Dear Ladies and Gentlemen:

         In connection with our purchase of Private Certificates, we confirm
that:

                  (i)      we understand that the Private Certificates are not
                           being registered under the Securities Act of 1933, as
                           amended (the "Act") or any applicable state
                           securities or "Blue Sky" laws, and are being sold to
                           us in a transaction that is exempt from the
                           registration requirements of such laws;

                  (ii)     any information we desired concerning the
                           Certificates, including the Private Certificates, the
                           trust in which the Certificates represent the entire
                           beneficial ownership interest (the "Trust") or any
                           other matter we deemed relevant to our decision to
                           purchase Private Certificates has been made available
                           to us;

                  (iii)    we are able to bear the economic risk of investment
                           in Private Certificates; we are an institutional
                           "accredited investor" as defined in Section 501(a) of
                           Regulation D promulgated under the Act and a
                           sophisticated institutional investor and we agree to
                           obtain a representation from any transferee that such
                           transferee is an institutional "accredited investor"
                           so long as we are required to obtain a representation
                           letter regarding compliance with the Act;


                                      G-1
<PAGE>


                  (iv)     we are acquiring Private Certificates for our own
                           account, not as nominee for any other person, and not
                           with a present view to any distribution or other
                           disposition of the Private Certificates;

                  (v)      we agree the Private Certificates must be held
                           indefinitely by us (and may not be sold, pledged,
                           hypothecated or in any way disposed of) unless
                           subsequently registered under the Act and any
                           applicable state securities or "Blue Sky" laws or an
                           exemption from the registration requirements of the
                           Act and any applicable state securities or "Blue Sky"
                           laws is available;

                  (vi)     we agree that in the event that at some future time
                           we wish to dispose of or exchange any of the Private
                           Certificates (such disposition or exchange not being
                           currently foreseen or contemplated), we will not
                           transfer or exchange any of the Private Certificates
                           unless:

                           (A) (1) the sale is to an Eligible Purchaser (as
                           defined below), (2) if required by the Pooling and
                           Servicing Agreement (as defined below) a letter to
                           substantially the same effect as either this letter
                           or, if the Eligible Purchaser is a Qualified
                           Institutional Buyer as defined under Rule 144A of the
                           Act, the Rule 144A and Related Matters Certificate in
                           the form attached to the Pooling and Servicing
                           Agreement (as defined below) (or such other
                           documentation as may be acceptable to the Trustee) is
                           executed promptly by the purchaser and delivered to
                           the addressees hereof and (3) all offers or
                           solicitations in connection with the sale, whether
                           directly or through any agent acting on our behalf,
                           are limited only to Eligible Purchasers and are not
                           made by means of any form of general solicitation or
                           general advertising whatsoever; and

                           (B) if the Private Certificate is not registered
                           under the Act (as to which we acknowledge you have no
                           obligation), the Private Certificate is sold in a
                           transaction that does not require registration under
                           the Act and any applicable state securities or "blue
                           sky" laws and, if Wells Fargo Bank, National
                           Association (the "Trustee") so requests, a
                           satisfactory Opinion of Counsel is furnished to such
                           effect, which Opinion of Counsel shall be an expense
                           of the transferor or the transferee;

                  (vii)    we agree to be bound by all of the terms (including
                           those relating to restrictions on transfer) of the
                           Pooling and Servicing, pursuant to which the Trust
                           was formed; we have reviewed carefully and understand
                           the terms of the Pooling and Servicing Agreement;

                  (viii)   we either: (i) are not acquiring the Privately
                           Offered Certificate directly or indirectly by, or on
                           behalf of, an employee benefit plan or other
                           retirement arrangement which is subject to Title I of
                           the Employee Retirement Income Security Act of 1974,
                           as amended, and/or section 4975 of the Internal
                           Revenue Code of 1986, as amended, or (ii) are
                           providing the opinion of counsel specified in Section
                           6.02(b) of the Agreement.


                                      G-2
<PAGE>


                  (ix)     we understand that each of the Class ___ Certificates
                           bears, and will continue to bear, legends
                           substantially to the following effect: "THIS
                           CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
                           UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                           "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES
                           LAWS. THE HOLDER HEREOF, BY PURCHASING THIS
                           CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
                           REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
                           ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
                           APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A
                           UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON
                           THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
                           INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
                           (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
                           PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER
                           HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
                           PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
                           RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM
                           REGISTRATION PROVIDED BY RULE 144 UNDER THE
                           SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED
                           FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN
                           THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or
                           (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN
                           WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
                           PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN
                           VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
                           RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN
                           THE FORM PROVIDED IN THE AGREEMENT AND (B) THE
                           RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE
                           ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE,
                           PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE
                           SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH
                           CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
                           LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
                           JURISDICTION.

                           NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY
                           PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER A
                           CERTIFICATION PURSUANT TO SECTION 6.02(b) OF THE
                           AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO
                           THE TRUSTEE 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 AND WILL NOT
                           SUBJECT THE TRUSTEE, THE DEPOSITOR OR THE SERVICER TO
                           ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE


                                      G-3
<PAGE>


                           UNDERTAKEN IN THE AGREEMENT, ALL IN ACCORDANCE WITH
                           SECTION 6.02(b) OF THE AGREEMENT.

         "ELIGIBLE PURCHASER" means a corporation, partnership or other entity
which we have reasonable grounds to believe and do believe (i) can make
representations with respect to itself to substantially the same effect as the
representations set forth herein, and (ii) is either a Qualified Institutional
Buyer as defined under Rule 144A of the Act or an institutional "Accredited
Investor" as defined under Rule 501 of the Act.

         Terms not otherwise defined herein shall have the meanings assigned to
them in the Pooling and Servicing Agreement, dated as of February 1, 2005,
between Nomura Asset Acceptance Corporation, as depositor, Nomura Credit &
Capital, Inc., as seller, GMAC Mortgage Corporation, as a servicer, and Wells
Fargo Bank, National Association, as Trustee (the "Pooling and Servicing
Agreement').

         If the Purchaser proposes that its Certificates be registered in the
name of a nominee on its behalf, the Purchaser has identified such nominee
below, and has caused such nominee to complete the Nominee Acknowledgment at the
end of this letter.

Name of Nominee (if any):____________________________


                                      G-4
<PAGE>


                  IN WITNESS WHEREOF, this document has been executed by the
undersigned who is duly authorized to do so on behalf of the undersigned
Eligible Purchaser on the ___ day of ________, 20___.


                                                  Very truly yours,

                                                  [PURCHASER]


                                                  By:___________________________
                                                        (Authorized Officer)


                                                  By:___________________________
                                                         Attorney-in-fact]


                                      G-5
<PAGE>


                             Nominee Acknowledgment

         The undersigned hereby acknowledges and agrees that as to the
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Purchaser identified above, for whom the undersigned is acting
as nominee.


                                             [NAME OF NOMINEE]

                                             By:________________________________
                                                     (Authorized Officer)


                                             By:________________________________
                                                      Attorney-in-fact]

                                      G-6
<PAGE>


                                                                       EXHIBIT H


                                   [RESERVED]


                                      H-1
<PAGE>


                                                                       EXHIBIT I


                          DTC Letter of Representations
                             [provided upon request]




                                      I-1
<PAGE>


                                                                       EXHIBIT J


                   Schedule of Mortgage Loans with Lost Notes

                                     [None]



                                      J-1
<PAGE>


                                                                       EXHIBIT K


                           Prepayment Charge Schedule


                                      K-1
<PAGE>


                                                                       EXHIBIT L


                        FORM OF SERVICER'S CERTIFICATION

                  Re:      Pooling and Servicing Agreement (the "POOLING AND
                           SERVICING AGREEMENT"), dated as of February 1, 2005,
                           by and among Nomura Asset Acceptance Corporation, as
                           depositor (the "DEPOSITOR"), Nomura Credit & Capital,
                           Inc., as seller (the "SELLER"), Wells Fargo Bank,
                           National Association, as trustee (the "TRUSTEE"),
                           GMAC Mortgage Corporation, as a servicer, ("GMAC")

I, [identify the certifying individual], certify to the Depositor and the
Trustee, and their officers, directors and affiliates, and with the knowledge
and intent that they will rely upon this certification, that:

1.       I am responsible for reviewing the activities performed by GMAC under
         the Pooling and Servicing Agreement and based upon my knowledge and the
         annual compliance review required under the Pooling and Servicing
         Agreement, and except as disclosed in the annual compliance statement
         required to be delivered to the Trustee in accordance with the terms of
         the Pooling and Servicing Agreement (which has been so delivered to the
         Trustee), GMAC has fulfilled its obligations under the Pooling and
         Servicing Agreement. Based upon my knowledge, the annual statement of
         compliance delivered by GMAC under the Pooling and Servicing Agreement
         does not contain any untrue statement of material fact or omit to state
         a material fact necessary to make the statements made, in light of the
         circumstances under which such statement was made, not misleading; and

2.       Based on my knowledge, all significant deficiencies relating to GMAC's
         compliance with the minimum servicing standards for purposes of the
         report provided by an independent public accountant, after conducting a
         review conducted in compliance with the Uniform Single Attestation
         Program for Mortgage Bankers or similar procedure, as set forth in the
         Pooling and Servicing Agreement, have been disclosed to such accountant
         and are included in such reports.


Date:______________________


___________________________
[Signature]
[Title]


                                      L-1
<PAGE>


                                                                       EXHIBIT M


                         FORM OF TRUSTEE'S CERTIFICATION

Re:      Nomura Asset Acceptance Corporation, Alternative Loan Trust, Mortgage
Pass-Through Certificates, Series 2005-AP1

Reference is made to the Pooling and Servicing Agreement, dated as of February
1, 2005 (the "Pooling and Servicing Agreement"), by and among Wells Fargo Bank,
National Association (the "Trustee"), GMAC Mortgage Corporation, as a servicer,
("GMAC"), Nomura Asset Acceptance Corporation, as depositor (the "Depositor")
and Nomura Credit & Capital, Inc., as seller (the "Seller"). I [identify the
certifying individual], hereby certify to the Depositor, and its officers,
directors and affiliates, and with the knowledge and intent that they will rely
upon this certification, that:

         (i)      I have reviewed the annual report on Form 10-K for the fiscal
                  year [ ], and all reports on Form 8-K containing distribution
                  reports filed in respect of periods included in the year
                  covered by that annual report, relating to the
                  above-referenced trust;

         (ii)     Based on my knowledge, the information set forth in the
                  reports referenced in (i) above, taken as a whole, does 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 as of the last day of the period covered
                  by that annual report; and

         (iii)    Based on my knowledge, the distribution information required
                  to be provided by the Trustee under the Pooling and Servicing
                  Agreement is included in these reports.


Date:


                                        Wells Fargo Bank, National Association,
                                        as Trustee


                                        By:      ____________________________
                                        Name:    ____________________________
                                        Title:   ____________________________


                                      M-1
<PAGE>


                                                                       EXHIBIT N


APPENDIX E - STANDARD & POOR'S ANTI-PREDATORY LENDING CATEGORIZATION

Standard & Poor's has categorized loans governed by anti-predatory lending laws
in the Jurisdictions listed below into three categories based upon a combination
of factors that include (a) the risk exposure associated with the assignee
liability and (b) the tests and thresholds set forth in those laws. Note that
certain loans classified by the relevant statute as Covered are included in
Standard & Poor's High Cost Loan Category because they included thresholds and
tests that are typical of what is generally considered High Cost by the
industry.


STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
-----------------------------------------------

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                             NAME OF ANTI-PREDATORY                      CATEGORY UNDER APPLICABLE
       STATE/JURISDICTION                  LENDING LAW/EFFECTIVE DATE                    ANTI-PREDATORY LENDING LAW
----------------------------------  -------------------------------------------------  --------------------------------
<S>                                 <C>                                                <C>
Arkansas                            Arkansas  Home Loan  Protection  Act,  Ark. Code   High Cost Home Loan
                                    Ann. ss.ss. 23-53-101 ET SEQ.
                                    Effective July 16, 2003
----------------------------------  -------------------------------------------------  --------------------------------
Cleveland Heights, OH               Ordinance  No.  72-2003  (PSH),   Mun.  Code       Covered Loan
                                    ss.ss. 757.01 ET SEQ.
                                    Effective June 2, 2003
----------------------------------  -------------------------------------------------  --------------------------------
Colorado                            Consumer Equity Protection,  Colo. Stat. Ann.      Covered Loan
                                    ss.ss. 5-3.5-101 ET SEQ.
                                    Effective for covered loans offered or entered
                                    into  on  or  after January 1, 2003.  Other
                                    provisions of the Act took effect on June 7,
                                    2002
----------------------------------  -------------------------------------------------  --------------------------------
Connecticut                         Connecticut Abusive Home Loan Lending Practices    High Cost Home Loan
                                    Act, Conn. Gen. Stat. ss.ss. 36a-746 ET SEQ.
                                    Effective October 1, 2001
----------------------------------  -------------------------------------------------  --------------------------------
District of Columbia                Home Loan Protection Act,  D.C. Code               Covered Loan
                                    ss.ss. 26-1151.01 ET SEQ.
                                    Effective  for loans closed on or after January
                                    28, 2003
----------------------------------  -------------------------------------------------  --------------------------------
Florida                             Fair Lending Act,  Fla.  Stat.  Ann. ss.ss.        High Cost Home Loan
                                    494.0078 et SEQ.
                                    Effective October 2, 2002
----------------------------------  -------------------------------------------------  --------------------------------
Georgia  (Oct.  1, 2002 -           Georgia  Fair  Lending  Act,  Ga.  Code            High Cost Home Loan
----------------------------------  -------------------------------------------------  --------------------------------
</TABLE>


                                      N-1
<PAGE>


STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
-----------------------------------------------
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                              NAME OF ANTI-PREDATORY                       CATEGORY UNDER APPLICABLE
       STATE/JURISDICTION                   LENDING LAW/EFFECTIVE DATE                     ANTI-PREDATORY LENDING LAW
----------------------------------  -------------------------------------------------  --------------------------------
<S>                                 <C>                                                <C>
Mar. 6, 2003)                       Ann. ss.ss. 7-6A-1 ET SEQ.
                                    Effective October 1, 2002 - March 6, 2003
----------------------------------  -------------------------------------------------  --------------------------------
Georgia as amended  (Mar. 7, 2003   Georgia  Fair  Lending  Act,  Ga.  Code Ann.       High Cost Home Loan
- current)                          ss.ss. 7-6A-1 ET SEQ.
                                    Effective  for loans closed on or after March 7,
                                    2003
----------------------------------  -------------------------------------------------  --------------------------------
HOEPA Section 32                    Home  Ownership  and  Equity  Protection  Act      High Cost Loan
                                    of 1994, 15 U.S.C. ss. 1639, 12 C.F.R.  ss.ss.
                                    226.32 and 226.34
                                    Effective October 1, 1995, amendments October
                                    1, 2002
----------------------------------  -------------------------------------------------  --------------------------------
Illinois                            High Risk Home Loan Act, Ill. Comp.  Stat.  tit.   High Risk Home Loan
                                    815, ss.ss. 137/5 ET SEQ.
                                    Effective  January 1, 2004  (prior to this date,
                                    regulations under  Residential  Mortgage License
                                    Act effective from May 14, 2001)
----------------------------------  -------------------------------------------------  --------------------------------
Kansas                              Consumer   Credit  Code,   Kan.  Stat.  Ann.       High  Loan  to  Value  Consumer
                                    ss.ss. 16a-1-101 ET SEQ.                           Loan (ID. ss. 16a-3-207) and;
                                    Sections 16a-1-301 and 16a-3-207 became            High APR  Consumer  Loan (ID. ss.
                                    effective April 14, 1999; Section 16a-3-308a       16a-3-308a)
                                    became effective July 1, 1999
----------------------------------  -------------------------------------------------  --------------------------------
Kentucky                            2003 KY H.B.  287 - High Cost Home Loan Act, Ky.   High Cost Home Loan
                                    Rev. Stat. ss.ss. 360.100 ET SEQ.
                                    Effective June 24, 2003
----------------------------------  -------------------------------------------------  --------------------------------
Maine                               Truth in Lending,  Me. Rev.  Stat.  tit. 9-A,      High Rate High Fee Mortgage
                                    ss.ss. 8-101 ET SEQ.
                                    Effective September 29, 1995 and as amended
                                    from time to time
----------------------------------  -------------------------------------------------  --------------------------------
Massachusetts                       Part 40 and  Part  32,  209  C.M.R.  ss.ss.        High Cost Home Loan
                                    32.00 ET seq. and 209 C.M.R. ss.ss. 40.01 ET
                                    SEQ.
                                    Effective  March 22, 2001 and amended  from time
                                    to time
----------------------------------  -------------------------------------------------  --------------------------------
</TABLE>


                                      N-2
<PAGE>


STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
-----------------------------------------------
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                              NAME OF ANTI-PREDATORY                       CATEGORY UNDER APPLICABLE
       STATE/JURISDICTION                   LENDING LAW/EFFECTIVE DATE                     ANTI-PREDATORY LENDING LAW
----------------------------------  -------------------------------------------------  --------------------------------
<S>                                 <C>                                                <C>
Nevada                              Assembly  Bill  No.  284,  Nev.  Rev.  Stat.       Home Loan
                                    ss.ss. 598D.010 ET SEQ.
                                    Effective October 1, 2003
----------------------------------  -------------------------------------------------  --------------------------------
New Jersey                          New Jersey Home Ownership  Security Act of 2002,   High Cost Home Loan
                                    N.J. Rev. Stat. ss.ss. 46:10B-22 ET SEQ.
                                    Effective for loans closed on or after  November
                                    27, 2003
----------------------------------  -------------------------------------------------  --------------------------------
New Mexico                          Home Loan  Protection  Act, N.M.  Rev.  Stat.      High Cost Home Loan
                                    ss.ss. 58-21A-1 ET SEQ.
                                    Effective  as of January 1, 2004;  Revised as of
                                    February 26, 2004
----------------------------------  -------------------------------------------------  --------------------------------
New York                            N.Y. Banking Law Article 6-l                       High Cost Home Loan
                                    Effective  for  applications  made  on or  after
                                    April 1, 2003
----------------------------------  -------------------------------------------------  --------------------------------
North Carolina                      Restrictions  and  Limitations on High Cost Home   High Cost Home Loan
                                    Loans, N.C. Gen. Stat. ss.ss. 24-1.1E ET SEQ.
                                    Effective July 1, 2000; amended October 1,
                                    2003 (adding open-end lines of credit)
----------------------------------  -------------------------------------------------  --------------------------------
Ohio                                H.B. 386  (codified  in various  sections of the   Covered Loan
                                    Ohio  Code),  Ohio Rev.  Code Ann. ss.ss.
                                    1349.25 ET SEQ.
                                    Effective May 24, 2002
----------------------------------  -------------------------------------------------  --------------------------------
Oklahoma                            Consumer Credit Code (codified in various          Subsection 10 Mortgage
                                    sections of Title 14A)
                                    Effective July 1, 2000; amended effective
                                    January 1, 2004
----------------------------------  -------------------------------------------------  --------------------------------
South Carolina                      South  Carolina  High  Cost  and  Consumer  Home   High Cost Home Loan
                                    Loans Act, S.C. Code Ann. ss.ss. 37-23-10 ET SEQ.
                                    Effective  for loans  taken on or after  January
                                    1, 2004
----------------------------------  -------------------------------------------------  --------------------------------
</TABLE>

                                      N-3
<PAGE>


STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
-----------------------------------------------
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                              NAME OF ANTI-PREDATORY                       CATEGORY UNDER APPLICABLE
       STATE/JURISDICTION                   LENDING LAW/EFFECTIVE DATE                     ANTI-PREDATORY LENDING LAW
----------------------------------  -------------------------------------------------  --------------------------------
<S>                                 <C>                                                <C>
West Virginia                       West Virginia Residential Mortgage Lender,         West Virginia Mortgage Loan
                                    Broker and Servicer Act, W. Va. Code Ann. ss.ss.   Act Loan
                                    31-17-1 ET SEQ.
                                    Effective June 5, 2002
----------------------------------  -------------------------------------------------  --------------------------------
</TABLE>



STANDARD & POOR'S COVERED LOAN CATEGORIZATION
---------------------------------------------
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                              NAME OF ANTI-PREDATORY                       CATEGORY UNDER APPLICABLE
       STATE/JURISDICTION                   LENDING LAW/EFFECTIVE DATE                     ANTI-PREDATORY LENDING LAW
----------------------------------  -------------------------------------------------  --------------------------------
<S>                                 <C>                                                <C>
Georgia  (Oct.  1, 2002 - Mar. 6,   Georgia  Fair  Lending  Act,  Ga.  Code Ann.       Covered Loan
2003)                               ss.ss. 7-6A-1 ET SEQ.
                                    Effective October 1, 2002 - March 6, 2003
----------------------------------  -------------------------------------------------  --------------------------------
New Jersey                          New Jersey Home Ownership  Security Act of 2002,   Covered Home Loan
                                    N.J. Rev. Stat. ss.ss. 46:10B-22 ET SEQ.

                                    Effective November 27, 2003 - July 5, 2004
----------------------------------  -------------------------------------------------  --------------------------------
</TABLE>



STANDARD & POOR'S HOME LOAN CATEGORIZATION
---------------------------------------------
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                              NAME OF ANTI-PREDATORY                       CATEGORY UNDER APPLICABLE
       STATE/JURISDICTION                   LENDING LAW/EFFECTIVE DATE                     ANTI-PREDATORY LENDING LAW
----------------------------------  -------------------------------------------------  --------------------------------
<S>                                 <C>                                                <C>
Georgia  (Oct.  1, 2002 - Mar. 6,   Georgia  Fair  Lending  Act,  Ga.  Code Ann.       Home Loan
2003)                               ss.ss. 7-6A-1 ET SEQ.
                                    Effective October 1, 2002 - March 6, 2003
----------------------------------  -------------------------------------------------  --------------------------------
New Jersey                          New Jersey Home Ownership  Security Act of 2002,   Home Loan
                                    N.J. Rev. Stat. ss.ss. 46:10B-22 ET SEQ.
                                    Effective for loans closed on or after  November
                                    27, 2003
----------------------------------  -------------------------------------------------  --------------------------------
New Mexico                          Home Loan  Protection Act, N.M. Rev.               Home Loan
----------------------------------  -------------------------------------------------  --------------------------------
</TABLE>


                                      N-4
<PAGE>


STANDARD & POOR'S HOME LOAN CATEGORIZATION
---------------------------------------------
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                              NAME OF ANTI-PREDATORY                       CATEGORY UNDER APPLICABLE
       STATE/JURISDICTION                   LENDING LAW/EFFECTIVE DATE                     ANTI-PREDATORY LENDING LAW
----------------------------------  -------------------------------------------------  --------------------------------
<S>                                 <C>                                                <C>
                                    Stat.  ss. ss 58-21A-1 ET SEQ.
                                    Effective  as of January 1, 2004;  Revised as of
                                    February 26, 2004
----------------------------------  -------------------------------------------------  --------------------------------
North Carolina                      Restrictions  and  Limitations on High Cost Home   Consumer Home Loan
                                    Loans, N.C. Gen. Stat. ss.ss. 24-1.1E ET SEQ.
                                    Effective July 1, 2000; amended October 1,
                                    2003 (adding open-end lines of credit)
----------------------------------  -------------------------------------------------  --------------------------------
South Carolina                      South  Carolina  High  Cost  and  Consumer  Home   Consumer Home Loan
                                    Loans Act, S.C. Code Ann. ss.ss. 37-23-10 ET SEQ.
                                    Effective  for loans  taken on or after  January
                                    1, 2004
----------------------------------  -------------------------------------------------  --------------------------------
</TABLE>

                                      N-5