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 November 1, 2004

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

                       NOMURA ASSET ACCEPTANCE CORPORATION

               MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-AP3


<PAGE>

<TABLE>
<CAPTION>
                                                 TABLE OF CONTENTS

                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>

                                                     ARTICLE I

  Section 1.01.       Defined Terms...............................................................................4
  Section 1.02.       Allocation of Certain Interest Shortfalls..................................................46

                                                     ARTICLE II

  Section 2.01.       Conveyance of Trust Fund...................................................................48
  Section 2.02.       Acceptance of the Mortgage Loans...........................................................48
  Section 2.03.       Representations, Warranties and Covenants of GMACM and the Seller..........................51
  Section 2.04.       Representations and Warranties of the Depositor............................................56
  Section 2.05.       Delivery of Opinion of Counsel in Connection with
                      Substitutions and Repurchases..............................................................58
  Section 2.06.       Issuance of the REMIC I Regular Interests and the Class R-1 Interest.......................58
  Section 2.07.       Conveyance of the REMIC I Regular Interests; Acceptance of
                      REMIC II by the Trustee....................................................................59
  Section 2.08.       Conveyance of the REMIC II Regular Interests; Acceptance of
                      REMIC III by the Trustee...................................................................59
  Section 2.09.       Issuance of Class R Certificates...........................................................59
  Section 2.10.       Establishment of Trust.....................................................................59

                                                    ARTICLE III

  Section 3.01.       GMACM......................................................................................61
  Section 3.02.       Due-on-Sale Clauses; Assumption Agreements.................................................62
  Section 3.03.       Subservicers...............................................................................64
  Section 3.04.       Documents, Records and Funds in Possession of GMACM To
                      Be Held for Trustee........................................................................64
  Section 3.05.       Maintenance of Hazard Insurance............................................................65
  Section 3.06.       Presentment of Claims and Collection of Proceeds...........................................66
  Section 3.07.       Maintenance of Insurance Policies..........................................................67
  Section 3.08.       Reserved...................................................................................67
  Section 3.09.       Realization Upon Defaulted Mortgage Loans; Determination of Excess Liquidation Proceeds
                      and Realized Losses; Repurchases of Certain GMACM Mortgage Loans...........................67
  Section 3.10.       Servicing Compensation.....................................................................69
  Section 3.11.       REO Property...............................................................................70
  Section 3.12.       Liquidation Reports........................................................................70
  Section 3.13.       Annual Certificate as to Compliance........................................................70
  Section 3.14.       Annual Independent Certified Public Accountants' Servicing Report..........................71
  Section 3.15.       Books and Records..........................................................................72
  Section 3.16.       The Trustee................................................................................72
  Section 3.17.       REMIC-Related Covenants....................................................................73
  Section 3.18.       Reimbursement of Costs and Expenses........................................................73


                                                      - ii -

<PAGE>

  Section 3.19.       Release of Mortgage Files..................................................................73
  Section 3.20.       Documents, Records and Funds in Possession of GMACM to be
                      held for Trustee...........................................................................74
  Section 3.21.       Possession of Certain Insurance Policies and Documents.....................................75
  Section 3.22.       Annual Certificate as to Compliance........................................................75
  Section 3.23.       UCC........................................................................................76
  Section 3.24.       Optional Purchase of Defaulted Mortgage Loans..............................................76
  Section 3.25.       Enforcing Obligations of GMACM.............................................................77

                                                     ARTICLE IV

  Section 4.01.       Collection of Mortgage Loan Payments; Custodial Account....................................78
  Section 4.02.       Permitted Withdrawals From the Custodial Account...........................................80
  Section 4.03.       Reports to Trustee.........................................................................82
  Section 4.04.       Collection of Taxes; Assessments and Similar Items; Escrow Accounts........................83
  Section 4.05.       M&T Custodial Account......................................................................83
  Section 4.06.       Distribution Account.......................................................................84
  Section 4.07.       Permitted Withdrawals and Transfers from the Distribution Account..........................85
  Section 4.08.       Duties of the Credit Risk Manager; Termination.............................................87
  Section 4.09.       Limitation Upon Liability of the Credit Risk Manager.......................................88

                                                     ARTICLE V

  Section 5.01.       Advances; Advance Facility.................................................................89
  Section 5.02.       Compensating Interest Payments.............................................................92
  Section 5.03.       REMIC Distributions........................................................................93
  Section 5.04.       Distributions..............................................................................93
  Section 5.05.       Allocation of Realized Losses..............................................................97
  Section 5.06.       Monthly Statements to Certificateholders...................................................99
  Section 5.07.       REMIC Designations and REMIC I Allocations................................................101
  Section 5.08.       REMIC II Allocations......................................................................102
  Section 5.09.       Class P Certificate Account...............................................................104
  Section 5.10.       Net WAC Reserve Fund......................................................................104

                                                     ARTICLE VI

  Section 6.01.       The Certificates..........................................................................106
  Section 6.02.       Certificate Register; Registration of Transfer and Exchange
                      of Certificates...........................................................................107
  Section 6.03.       Mutilated, Destroyed, Lost or Stolen Certificates.........................................110
  Section 6.04.       Persons Deemed Owners.....................................................................110
  Section 6.05.       Access to List of Certificateholders' Names and Addresses.................................111
  Section 6.06.       Book-Entry Certificates...................................................................111
  Section 6.07.       Notices to Depository.....................................................................112
  Section 6.08.       Definitive Certificates...................................................................112
  Section 6.09.       Maintenance of Office or Agency...........................................................113


                                                      - iii -

<PAGE>


                                                    ARTICLE VII

  Section 7.01.       Liabilities of the Depositor and GMACM....................................................114
  Section 7.02.       Merger or Consolidation of the Depositor or GMACM.........................................114
  Section 7.03.       Indemnification of Depositor and GMACM....................................................114
  Section 7.04.       Limitations on Liability of the Depositor, GMACM and Others...............................115
  Section 7.05.       GMACM Not to Resign.......................................................................116
  Section 7.06.       Termination of GMACM Without Cause; Appointment of
                      Special Servicer..........................................................................116

                                                    ARTICLE VIII

  Section 8.01.       Servicer Default..........................................................................118
  Section 8.02.       Trustee to Act; Appointment of Successor..................................................120
  Section 8.03.       Notification to Certificateholders........................................................121
  Section 8.04.       Waiver of Servicer Defaults...............................................................121

                                                     ARTICLE IX

  Section 9.01.       Duties of Trustee.........................................................................123
  Section 9.02.       Certain Matters Affecting the Trustee.....................................................124
  Section 9.03.       Trustee Not Liable for Certificates or Mortgage Loans.....................................126
  Section 9.04.       Trustee May Own Certificates..............................................................127
  Section 9.05.       Trustee's Compensation and Expenses; Indemnification......................................127
  Section 9.06.       Eligibility Requirements for Trustee......................................................128
  Section 9.07.       Insurance.................................................................................128
  Section 9.08.       Resignation and Removal of Trustee........................................................128
  Section 9.09.       Successor Trustee.........................................................................129
  Section 9.10.       Merger or Consolidation of Trustee........................................................130
  Section 9.11.       Appointment of Co-Trustee or Separate Trustee.............................................130
  Section 9.12.       Tax Matters...............................................................................131

                                                     ARTICLE X

  Section 10.01.      Termination upon Liquidation or Repurchase of all Mortgage Loans..........................134
  Section 10.02.      Final Distribution on the Certificates....................................................134
  Section 10.03.      Additional Termination Requirements.......................................................136

                                                     ARTICLE XI

  Section 11.01.      Amendment.................................................................................137
  Section 11.02.      Recordation of Agreement; Counterparts....................................................138
  Section 11.03.      Governing Law.............................................................................138
  Section 11.04.      Intention of Parties......................................................................139
  Section 11.05.      Notices...................................................................................139
  Section 11.06.      Severability of Provisions................................................................140
  Section 11.07.      Assignment................................................................................140


                                                       - iv -

<PAGE>

  Section 11.08.      Limitation on Rights of Certificateholders................................................141
  Section 11.09.      Certificates Nonassessable and Fully Paid.................................................141

                                                    ARTICLE XII

  Section 12.01.      Rights of the Certificate Insurer to Exercise Rights of Insured Certificateholders........142
  Section 12.02.      Claims Upon the Policy; Insurance Account.................................................142
  Section 12.03.      Effect of Payments by the Insurer; Subrogation............................................143
  Section 12.04.      Notices and Information to the Certificate Insurer........................................143
  Section 12.05.      Trustee to Hold Policy....................................................................143
  Section 12.06.      Payment of Insurer Premium................................................................144
</TABLE>


EXHIBITS

Exhibit A-1       Form of Class A-[1][2][3][4][5A][5B][6] Certificates
Exhibit A-2       Form of Class A-IO Certificates
Exhibit A-3       Form of Class M-[1][2][3] Certificates
Exhibit A-4       Form of Class C Certificates
Exhibit A-5       Form of Class P Certificates
Exhibit A-6       Form of Class R 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
Exhibit O         Specimen of the Policy



                                      - v -

<PAGE>

         POOLING AND SERVICING AGREEMENT, dated as of November 1, 2004, 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 Mortgage Loans and certain other
related assets as set forth in the definition of REMIC I (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 I." The Class
R-1 Interest will represent the sole class of "residual interests" in REMIC I
for purposes of the REMIC Provisions (as defined herein) under federal income
tax law. The following table irrevocably sets forth the designation, the
Uncertificated REMIC I Pass-Through Rate, the Initial Uncertificated Principal
Balance, and solely for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC I
Regular Interests. None of the REMIC I Regular Interests will be certificated.

<TABLE>
<CAPTION>
                                     Initial Uncertificated     Uncertificated REMIC I     Assumed Final Maturity
           Designation                 Principal Balance           Pass-Through Rate              Date(1)
           -----------                 -----------------           -----------------              -------
<S>                               <C>                                 <C>                     <C>
              LTI-1               $   286,824,900.00                  Variable(2)             October 25, 2034
            LTI-IO-A              $   7,635,000.00                    Variable(2)             October 25, 2034
            LTI-IO-B              $   3,055,000.00                    Variable(2)             October 25, 2034
            LTI-IO-C              $   4,580,000.00                    Variable(2)             October 25, 2034
            LTI-IO-D              $   4,580,000.00                    Variable(2)             October 25, 2034
            LTI-IO-E              $   3,055,000.00                    Variable(2)             October 25, 2034
            LTI-IO-F              $   3,055,000.00                    Variable(2)             October 25, 2034
            LTI-IO-G              $   4,275,000.00                    Variable(2)             October 25, 2034
            LTI-IO-H              $   7,940,000.00                    Variable(2)             October 25, 2034
              LTI-P               $   100.00                              N/A                 October 25, 2034
</TABLE>

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

                                    REMIC II
                                    --------


                                     - 1 -
<PAGE>


         As provided herein, the Trustee will elect to treat the segregated pool
of assets consisting of the REMIC I Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as
"REMIC II". The Class R-2 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, solely 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.

<TABLE>
<CAPTION>
                                                              Uncertificated
                           Initial Uncertificated                REMIC II                  Assumed Final Maturity
       Designation           Principal Balance               Pass-Through Rate                    Date(1)
       -----------           -----------------               -----------------                    -------
<S>                       <C>                                   <C>                           <C>
         LTII-AA          $       318,499,902.00                Variable(2)                   October 25, 2034
         LTII-A1          $         1,340,520.00                Variable(2)                   October 25, 2034
         LTII-A2          $            36,800.00                Variable(2)                   October 25, 2034
         LTII-A3          $           668,140.00                Variable(2)                   October 25, 2034
         LTII-A4          $           257,260.00                Variable(2)                   October 25, 2034
        LTII-A5A          $           100,000.00                Variable(2)                   October 25, 2034
        LTII-A5B          $           173,330.00                Variable(2)                   October 25, 2034
         LTII-A6          $           305,400.00                Variable(2)                   October 25, 2034
         LTII-M1          $            68,710.00                Variable(2)                   October 25, 2034
         LTII-M2          $            54,970.00                Variable(2)                   October 25, 2034
         LTII-M3          $            48,860.00                Variable(2)                   October 25, 2034
         LTII-ZZ          $         3,446,008.00                Variable(2)                   October 25, 2034
        LTII-IO-A                  N/A(3)                        1.00%(4)                     October 25, 2034
        LTII-IO-B                  N/A(5)                        3.50%(6)                     October 25, 2034
         LTII-P           $               100.00                Variable(2)                   October 25, 2034
</TABLE>
-------------------
(1)      Solely 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 REMIC II
         Regular Interest.
(2)      Calculated in accordance with the definition of "Uncertificated REMIC
         II Pass-Through Rate" herein.
(3)      REMIC II Regular Interest LTII-IO-A will not have an Uncertificated
         Principal Balance, but will accrue interest on its Uncertificated
         Notional Amount, as defined herein.
(4)      REMIC II Regular Interest LTII-IO-A will accrue interest at a rate of
         (i) for the first twelve Distribution Dates, 1.00% and (ii) thereafter,
         0.00%.
(5)      REMIC II Regular Interest LTII-IO-B will not have an Uncertificated
         Principal Balance, but will accrue interest on its Uncertificated
         Notional Amount, as defined herein.
(6)      REMIC II Regular Interest LTII-IO-B will accrue interest at a rate of
         (i) for the first twenty-four Distribution Dates, 3.50% and (ii)
         thereafter, 0.00%.


                                     - 2 -
<PAGE>

                                    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-3 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 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 III created
hereunder:


<TABLE>
<CAPTION>
                         Initial Certificate                                               Assumed Final Maturity
  Class Designation       Principal Balance           Pass-Through Rate                            Date(1)
  -----------------       -----------------           -----------------                            -------
<S>                       <C>                   <C>                                           <C>
      Class A-1           $    134,052,000      Class A-1 Pass-Through Rate                   October 25, 2034
      Class A-2           $      3,680,000      Class A-2 Pass-Through Rate                   October 25, 2034
      Class A-3           $     66,814,000      Class A-3 Pass-Through Rate                   October 25, 2034
      Class A-4           $     25,726,000      Class A-4 Pass-Through Rate                   October 25, 2034
     Class A-5A           $     10,000,000      Class A-5A Pass-Through Rate                  October 25, 2034
     Class A-5B           $     17,333,000      Class A-5B Pass-Through Rate                  October 25, 2034
      Class A-6           $     30,540,000      Class A-6 Pass-Through Rate                   October 25, 2034
     Class A-IO                N/A(2)           Class A-IO Pass-Through Rate                  October 25, 2034
      Class M-1           $      6,871,000      Class M-1 Pass-Through Rate                   October 25, 2034
      Class M-2           $      5,497,000      Class M-2 Pass-Through Rate                   October 25, 2034
      Class M-3           $      4,886,000      Class M-3 Pass-Through Rate                   October 25, 2034
       Class C            $          1,821 (3)  Class C Pass-Through Rate                     October 25, 2034
       Class P            $            100.00              N/A(4)                             October 25, 2034
</TABLE>
-------------------
(1)      Solely 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.
(2)      The Class A-IO Certificates will accrue interest at the Class A-IO
         Pass-Through Rate on the Certificate Notional Balance of the Class A-IO
         Certificates calculated in accordance with the definition of
         "Certificate Notional Balance" herein. The Class A-IO Certificates will
         not be entitled to distributions in respect of principal. For federal
         income tax purposes, the Class A-IO Certificates will not have a
         Notional Amount, but will be entitled to 100% of amounts distributed on
         REMIC II Regular Interest LTII-IO-A and REMIC II Regular Interest
         LTII-IO-B.
(3)      The Class C Certificates will not accrue interest on their Certificate
         Principal Balance, but will accrue interest at the Class C Pass-Through
         Rate on the Certificate Notional Balance of the Class C Certificates
         outstanding from time to time which shall equal the aggregate of the
         Uncertificated Principal Balances of the REMIC II Regular Interests
         (other than REMIC II Regular Interest LTII-IO-A, REMIC II Regular
         Interest LTII-IO-B and REMIC II Regular Interest LTII-P). The Class C
         Certificates will not accrue interest on their Certificate Principal
         Balance.
(4)      The Class 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:



                                     - 3 -
<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: Either the Distribution Account or any Custodial Account.

         ACCRUAL PERIOD: With respect to the Certificates (other than the Class
A-1, Class P and Class 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 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 A-1, Class P and Class R
Certificates) will be based on a 360-day year consisting of twelve 30-day
months. All calculations of interest on the Class A-1 Certificates will be made
based on a 360-day year and the actual number of days elapsed in the related
Accrual Period.

         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 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).

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

         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 Mortgage
Loans due after the related Due Period and (ii) Principal Prepayments and
Liquidation Proceeds received in respect of such Mortgage Loans after the last
day of the related Prepayment Period.



                                     - 4 -
<PAGE>

         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 and (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.

         AVAILABLE DISTRIBUTION AMOUNT: The sum of the Interest Remittance
Amount and Principal Funds with respect to the Mortgage Loans, exclusive of
amounts pursuant to Section 5.09.

         BANKRUPTCY CODE: Title 11 of the United States Code.

         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 or the Certificate
Insurer 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 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-6.

         CERTIFICATE INSURER: Ambac Assurance Corporation, a Wisconsin-domiciled
stock insurance corporation or its successors in interest.

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



                                     - 5 -
<PAGE>

         CERTIFICATE NOTIONAL BALANCE: With respect to the Class A-IO
Certificates and any Distribution Date, the lesser of (a)(i) $38,175,000, for
each Distribution Date from the Distribution Date in December 2004 to and
including the Distribution Date in May 2005, (ii) $30,540,000, for each
Distribution Date from the Distribution Date in June 2005 to and including the
Distribution Date in September 2005, (iii) $27,485,000, for each Distribution
Date from the Distribution Date in October 2005 to and including the
Distribution Date in December 2005, (iv) $22,905,000, for the Distribution Date
in January 2006 and the Distribution Date in February 2006, (v) $18,325,000, for
each Distribution Date from and including the Distribution Date in March 2006 to
and including the Distribution Date in June 2006, (vi) $15,270,000 for the
Distribution Date in July 2006 and the Distribution Date in August 2006, (vii)
$12,215,000 for the Distribution Date in September 2006 and the Distribution
Date in October 2006, (viii) $7,940,000 for the Distribution Date in November
2006 and (ix) $0, for each Distribution Date thereafter and (b) the aggregate
Stated Principal Balance of the Mortgage Loans. For United States federal income
tax purposes, the Class A-IO Certificates will not have a Certificate Notional
Balance, but will be entitled to 100% of amounts distributed on REMIC II Regular
Interest LTII-IO-A and REMIC II Regular Interest LTII-IO-B. With respect to the
Class C Certificates, immediately prior to any Distribution Date, the aggregate
of the Uncertificated Principal Balances of the REMIC II Regular Interests
(other than REMIC II Regular Interest LTII-IO-A, REMIC II Regular Interest
LTII-IO-B and REMIC II Regular Interest LTII-P).

         CERTIFICATE PRINCIPAL BALANCE: As to any Certificate (other than any
Class A-IO, Class C or Class R Certificate) and as of any Distribution Date, the
Initial Certificate Principal Balance of such Certificate plus any Subsequent
Recoveries added to the Certificate Principal Balance of such Certificate
pursuant to Section 5.05(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, and (ii) with
respect to the Mezzanine Certificates, any reductions in the Certificate
Principal Balance of such Certificate deemed to have occurred in connection with
the allocations of Realized Losses, if any; provided, however, that solely for
purposes of determining the Certificate Insurer's rights as subrogee to the
Holders of the Insured Certificates, the Certificate Principal Balance of any
Insured Certificate shall be deemed not to be reduced by any principal amounts
paid to the Holder thereof from Insurance Payments, unless such amounts have
been reimbursed to the Certificate Insurer pursuant to paragraph 2 of clause
Third of Section 5.01(a). References herein to the Certificate Principal Balance
of a Class of Certificates shall mean the Certificate Principal Balances of all
Certificates in such Class.

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


                                     - 6 -
<PAGE>

distributions provided for the Class A-1 Certificates as set forth herein and
evidencing a Regular Interest in REMIC III.

         CLASS A-1 PASS-THROUGH RATE: With respect to any Distribution Date,
One-Month LIBOR plus 0.20% per annum, subject to a cap equal to the Net WAC Rate
Cap for such Distribution Date.

         CLASS A-2 CERTIFICATE: Any Certificate designated as a "Class A-2
Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class A-2 Certificates as set forth herein and evidencing a Regular Interest
in REMIC III.

         CLASS A-2 PASS-THROUGH RATE: With respect to any Distribution Date,
3.958% per annum, subject to a cap equal to the Net WAC Rate Cap for such
Distribution Date.

         CLASS A-3 CERTIFICATE: Any Certificate designated as a "Class A-3
Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class A-3 Certificates as set forth herein and evidencing a Regular Interest
in REMIC III.

         CLASS A-3 PASS-THROUGH RATE: With respect to any Distribution Date,
4.423% per annum, subject to a cap equal to the Net WAC Rate Cap for such
Distribution Date.

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

         CLASS A-4 PASS-THROUGH RATE: With respect to any Distribution Date,
5.018% per annum, subject to a cap equal to the Net WAC Rate Cap for such
Distribution Date.

         CLASS A-5A CERTIFICATE: Any Certificate designated as a "Class A-5A
Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class A-5A Certificates as set forth herein and evidencing a Regular
Interest in REMIC III.

         CLASS A-5A PASS-THROUGH RATE: Shall mean (i) with respect to any
Distribution Date which occurs on or prior to the Optional Termination Date,
5.571% per annum and (ii) with respect to each Distribution Date which occurs
thereafter, 6.071% per annum, in each case, subject to a cap equal to the Net
WAC Rate Cap for such Distribution Date.

         CLASS A-5B CERTIFICATE: Any Certificate designated as a "Class A-5B
Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class A-5B Certificates as set forth herein and evidencing a Regular
Interest in REMIC III.



                                     - 7 -
<PAGE>

         CLASS A-5B PASS-THROUGH RATE: Shall mean (i) with respect to each
Distribution Date which occurs on or prior to the Optional Termination Date,
5.670% per annum and (ii) with respect to each Distribution Date which occurs
thereafter, 6.170% per annum, in each case subject to a cap equal to the Net WAC
Rate Cap for such Distribution Date.

         CLASS A-6 CERTIFICATE: Any Certificate designated as a "Class A-6
Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class A-6 Certificates as set forth herein and evidencing a Regular Interest
in REMIC III.

         CLASS A-6 LOCKOUT PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date, an amount equal to the lesser of (i) the Senior Principal
Distribution Amount for such Distribution Date and (ii) the Class A-6 Lockout
Distribution Percentage for such Distribution Date multiplied by the product of
(x) a fraction, the numerator of which is the Certificate Principal Balance of
the Class A-6 Certificates and the denominator of which is the aggregate
Certificate Principal Balance of all of the Senior Certificates, in each case
immediately prior to such Distribution Date and (y) the Senior Principal
Distribution Amount for such Distribution Date.

         CLASS A-6 LOCKOUT DISTRIBUTION PERCENTAGE: With respect to each
Distribution Date, the applicable percentage set forth below:

                                                                      CLASS A-6
                                                                       LOCKOUT
                                                                    DISTRIBUTION
                      DISTRIBUTION DATES                             PERCENTAGE
                      ------------------                             ----------
December 2004 through and including November 2007................        0%
December 2007 through and including November 2009................        45%
December 2009 through and including November 2010................        80%
December 2010 through and including November 2011................       100%
December 2011 and thereafter.....................................       300%


         CLASS A-6 PASS-THROUGH RATE: Shall mean (i) with respect to each
Distribution Date which occurs on or prior to the Optional Termination Date,
4.793% per annum and (ii) with respect to each Distribution Date which occurs
thereafter, 5.293% per annum, in each case subject to a cap equal to the Net WAC
Rate Cap for such Distribution Date.

         CLASS A-IO CERTIFICATE: Any Certificate designated as a "Class A-IO
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 A-IO Certificates as set forth herein and evidencing a Regular
Interest in REMIC III.

         CLASS A-IO PASS-THROUGH RATE: Shall mean (i) for the first twelve
Distribution Dates, 4.50% per annum, subject to a cap equal to the weighted
average of the Net Mortgage Rates on the Mortgage Loans, (ii) for the next
twelve Distribution Dates, 3.50% per annum, subject to a cap equal to the
weighted average of the Net Mortgage Rates on the Mortgage Loans and (iii) for

                                     - 8 -
<PAGE>

any Distribution Date thereafter, 0.00%. For federal income tax purposes,
however, the Class A-IO Certificates will not have a Class A-IO Pass-Through
Rate, and the Interest Distribution Amount for the Class A-IO Certificates and
any Distribution Date will be deemed to be 100% of the amount distributed on
REMIC II Regular Interest LTII-IO-A and REMIC II Regular Interest LTII-IO-B for
such Distribution Date.

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

         CLASS 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 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;
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 C Distribution Amount shall include the Overcollateralization Amount.

         CLASS 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 (L) below, and the
denominator of which is the aggregate of the Uncertificated Principal Balances
of the REMIC II Regular Interests (other than REMIC II Regular Interest
LTII-IO-A, REMIC II Regular Interest LTII-IO-B and REMIC II Regular Interest
LTII-P). For purposes of calculating the Pass-Through Rate for the Class C
Certificates, the numerator is equal to the sum of the following components:

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

                  (B) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LTII-A1 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest LTII-A1;

                  (C) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LTII-A2 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest LTII-A2;

                  (D) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LTII-A3 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest LTII-A3;

                  (E) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LTII-A4 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest LTII-A4;



                                     - 9 -
<PAGE>

                  (F) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LTII-A5A minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest LTII-A5A;

                  (G) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LTII-A5B minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest LTII-A5B;

                  (H) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LTII-A6 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest LTII-A6;

                  (I) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LTII-M1 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest LTII-M1;

                  (J) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LTII-M2 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest LTII-M2;

                  (K) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LTII-M3 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest LTII-M3; and

                  (L) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LTII-ZZ minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest LTII-ZZ.

         CLASS M-1 CERTIFICATE: Any Certificate designated as a "Class M-1
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 M-1 Certificates as set forth herein and evidencing a Regular Interest
in REMIC III.

         CLASS M-1 PASS-THROUGH RATE: Shall mean (i) with respect to each
Distribution Date which occurs on or prior to the Optional Termination Date,
5.254% per annum and (ii) with respect to each Distribution Date which occurs
thereafter, 5.754% per annum, in each case subject to a cap equal to the Net WAC
Rate Cap for such Distribution Date.

         CLASS 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:


                                     - 10 -
<PAGE>


         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 M-1 Certificates immediately prior to
                  that Distribution Date over (B) the positive difference
                  between (i) the aggregate Stated Principal Balance of the
                  Mortgage Loans as of the last day of the related Due Period
                  (after reduction for Realized Losses incurred during the
                  related Prepayment Period) and (ii) the sum of (x) the
                  aggregate Certificate Principal Balance of the Senior
                  Certificates (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 Mortgage Loans as of the last day of
                  the related Due Period (after reduction for Realized Losses
                  incurred during the related Prepayment Period) and (b) the sum
                  of 6.80% and the Required Overcollateralization Percentage.

         CLASS M-2 CERTIFICATE: Any Certificate designated as a "Class M-2
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 M-2 Certificates as set forth herein and evidencing a Regular Interest
in REMIC III.

         CLASS M-2 PASS-THROUGH RATE: Shall mean (i) with respect to each
Distribution Date which occurs on or prior to the Optional Termination Date,
5.552% per annum and (ii) with respect to each Distribution Date which occurs
thereafter, 6.052% per annum, in each case subject to a cap equal to the Net WAC
Rate Cap for such Distribution Date.

         CLASS 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 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:

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

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


                                     - 11 -
<PAGE>

                  for Realized Losses incurred during the related Prepayment
                  Period) and (b) the sum of 3.20% and the Required
                  Overcollateralization Percentage.

         CLASS M-3 CERTIFICATE: Any Certificate designated as a "Class M-3
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 M-3 Certificates as set forth herein and evidencing a Regular Interest
in REMIC III.

         CLASS M-3 PASS-THROUGH RATE: Shall mean (i) with respect to each
Distribution Date which occurs on or prior to the Optional Termination Date,
5.850% per annum and (ii) with respect to each Distribution Date which occurs
thereafter, 6.350% per annum, in each case subject to a cap equal to the Net WAC
Rate Cap for such Distribution Date.

         CLASS 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 M-1
Principal Distribution Amount and the Class 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 M-1 Principal Distribution
                  Amount and the Class M-2 Principal Distribution Amount; and

         o        the excess, if any, of (A) the aggregate Certificate Principal
                  Balance of the Class M-3 Certificates immediately prior to
                  that Distribution Date over (B) the positive difference
                  between (i) the aggregate Stated Principal Balance of the
                  Mortgage Loans as of the last day of the related Due Period
                  (after reduction for Realized Losses incurred during the
                  related Prepayment Period) and (ii) the sum of (x) the
                  aggregate Certificate Principal Balance of the Senior
                  Certificates, the Class M-1 Certificates and the Class M-2
                  Certificates (after taking into account the payment of the
                  Senior Principal Distribution Amount, the Class M-1 Principal
                  Distribution Amount and the Class M-2 Principal Distribution
                  Amount for such Distribution Date) and (y) the product of (a)
                  the aggregate Stated Principal Balance of the Mortgage Loans
                  as of the last day of the related Due Period (after reduction
                  for Realized Losses incurred during the related Prepayment
                  Period) and (b) the Required Overcollateralization Percentage.

         CLASS P CERTIFICATE: Any Certificate designated as a "Class P
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 P Certificates as set forth herein and evidencing a Regular Interest
in REMIC III.

         CLASS P CERTIFICATE ACCOUNT: The Eligible Account established and
maintained by the Trustee pursuant to Section 5.09.



                                     - 12 -
<PAGE>

         CLASS R CERTIFICATE: Any Certificate designated a "Class 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 R-1 INTEREST: The uncertificated residual interest in REMIC I.

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

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

         CLOSING DATE:  November 30, 2004.

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

         COMPENSATING INTEREST: An amount to be deposited in the 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
shall not exceed the Servicing Fee payable to M&T 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.

         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 2004-AP3, and for all
other purposes is located at 9062 Old Annapolis Road, Columbia, Maryland 21045
Attention: Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series
2004-AP3 or at such other address as the Trustee may designate from time to
time.

         CORRESPONDING CERTIFICATE: With respect to:

                  (i)      REMIC II Regular Interest LTII-A1, the Class A-1
                           Certificates,

                  (ii)     REMIC II Regular Interest LTII-A2, the Class A-2
                           Certificates;

                  (iii)    REMIC II Regular Interest LTII-A3, the Class A-3
                           Certificates;

                  (iv)     REMIC II Regular Interest LTII-A4, the Class A-4
                           Certificates;

                  (v)      REMIC II Regular Interest LTII-A5A, the Class A-5A
                           Certificates;

                  (vi)     REMIC II Regular Interest LTII-A5B, the Class A-5B
                           Certificates;

                  (vii)    REMIC II Regular Interest LTII-A6, the Class A-6
                           Certificates;

                  (viii)   REMIC II Regular Interest LTII-M1, the Class M-1
                           Certificates;

                  (ix)     REMIC II Regular Interest LTII-M2, the Class M-2
                           Certificates;

                  (x)      REMIC II Regular Interest LTII-M3, the Class M-3
                           Certificates; and

                  (xi)     REMIC II Regular Interest LTII-P, the Class P
                           Certificates.



                                     - 13 -
<PAGE>

         CREDIT ENHANCEMENT PERCENTAGE: With respect to any Distribution Date
and any Class of Publicly Offered Certificates, the percentage obtained by
dividing (x) the sum of (i) the aggregate Certificate Principal Balance of the
Class or Classes of Publicly Offered Certificates subordinate thereto and (ii)
the Overcollateralization Amount by (y) the aggregate Stated Principal Balance
of the Mortgage Loans, calculated after taking into account distributions of
principal on the Mortgage Loans and distribution of the Principal Distribution
Amount to the holders of the 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 November 30, 2004.

         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.

         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 or 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.

         CUSTODIAL AGREEMENT: The Custodial Agreement dated as of November 1,
2004 among the Custodian, the Servicers and the Trustee.

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

         CUT-OFF DATE:  November 1, 2004.

         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


                                     - 14 -
<PAGE>

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.

         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 Account 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


                                     - 15 -
<PAGE>

registered holders of Nomura Asset Acceptance Corp., Mortgage Pass-Through
Certificates, Series 2004-AP3". Funds in the Distribution Account shall be held
in trust for the 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 December 2004.

         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, 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.

         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 C, Class 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 A-1 Certificates over (2) the amount of the unpaid Net
WAC Rate Carryover Amounts attributable to the Class A-1 Certificates for such
Distribution Date.



                                     - 16 -
<PAGE>

         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.

         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.

         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 that all Insurance
Proceeds, Liquidation Proceeds and other payments or recoveries which GMACM or
M&T, 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.

         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.

         GUARANTEED DISTRIBUTION: Shall mean, with respect to the Class A-4,
Class A-5A and Class A-6 Certificates as of any Distribution Date, the
distribution to be made to the holders of the Class A-4, Class A-5A and any
Class A-6 Certificates in an aggregate amount equal to the sum of, (i) any
shortfalls in amounts available to pay interest for the related Interest Accrual
Period on the Certificate Principal Balance of the Class A-4, Class A-5A and
Class A-6 Certificates at the related Pass-Through Rate, net of (a) any
Prepayment Interest Shortfalls allocated to the Class A-4, Class A-5A and Class
A-6 Certificates, and (b) any interest shortfalls resulting from the application
of the Relief Act allocated to the Class A- 4, Class A-5A or Class A-6
Certificates and (ii) the Certificate Principal Balance of the Class A-4, Class
A-5A and Class


                                     - 17 -
<PAGE>

A-6 Certificates to the extent unpaid on the applicable last scheduled
Distribution Date. A Guaranteed Distribution will not include any Net WAC Rate
Carryover Amounts.

         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 ACCOUNT: The account established pursuant to Section 12.02(b)
hereof.

         INSURANCE PAYMENT: Any payment made by the Certificate Insurer with
respect to any Insured Certificates under the Policy.

         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 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, as applicable, other than any
amount included in such Insurance Proceeds in respect of Insured Expenses.

         INSURED CERTIFICATES: The Class A-4, Class A-5A and Class A-6
Certificates.

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

         INSURER DEFAULT: The existence and continuance of any failure by the
Certificate Insurer to make a payment required under the Policy in accordance
with its terms.

         INSURER PREMIUM: With respect to the Insured Certificates, the premium
payable to the Certificate Insurer on each Distribution Date in an amount equal
to one-twelfth of the product of the Insurer Premium Rate and the aggregate
Certificate Principal Balance of the Insured Certificates immediately prior to
such Distribution Date.

         INSURER PREMIUM RATE:  The per annum rate specified in the Policy.

         INTEREST CARRY FORWARD AMOUNT: With respect to any Class of
Certificates (other than the Class P Certificates and Class 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

                                     - 18 -
<PAGE>

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 Certificates
(other than the Class P Certificates and Class 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 class of Certificates (other than the
Class 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 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 Certificates
after the Distribution Date on which the outstanding Certificate Principal
Balance of such Certificate has been reduced to zero.

         INTEREST REMITTANCE AMOUNT: With respect to any Distribution Date, that
portion of the 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 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 Mortgage Loans made on or prior to the related
Remittance Date, (c) all Compensating Interest with respect to the Mortgage
Loans and required to be remitted by the related Servicer pursuant to this
Agreement or the M&T Servicing Agreement with respect to such Distribution Date,
(d) Liquidation Proceeds and Subsequent Recoveries with respect to the 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 Distribution Account pursuant to this Agreement
or the M&T 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 Mortgage Loans 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 Mortgage Loans being limited pursuant to the
provisions of the Relief Act.



                                     - 19 -
<PAGE>

         LAST SCHEDULED DISTRIBUTION DATE: With respect to the Certificates
(other than the Class A-IO Certificates), the Distribution Date in October 2034
and with respect to the Class A-IO Certificates, the Distribution Date in
November 2006.

         LATE PAYMENT RATE: With respect to the Insured Certificates, as defined
in the Policy.

         LATEST POSSIBLE MATURITY DATE: The Distribution Date following the
final scheduled maturity date of the Mortgage Loan 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 and REMIC III
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.

         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 November 30, 2004, 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.



                                     - 20 -
<PAGE>

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

         MARKER RATE: With respect to the Class C Certificates and any
Distribution Date, a per annum rate equal to two (2) times the weighted average
of the Uncertificated REMIC II Pass-Through Rates for REMIC II Regular Interest
LTII-A1, REMIC II Regular Interest LTII-A2, REMIC II Regular Interest LTII-A3,
REMIC II Regular Interest LTII-A4, REMIC II Regular Interest LTII-A5A, REMIC II
Regular Interest LTII-A5B, REMIC II Regular Interest LTII-A6, REMIC II Regular
Interest LTII-M1, REMIC II Regular Interest LTII-M2, REMIC II Regular Interest
LTII-M3 and REMIC II Regular Interest LTII-ZZ, with the rate on REMIC II Regular
Interest LTII-A1 subject to a cap equal to the lesser of (x) One-Month LIBOR
plus 0.20% per annum and (y) the Net WAC Rate Cap for the purpose of this
calculation; with the rate on REMIC II Regular Interest LTII-A2 subject to a cap
equal to the lesser of (x) 3.958% per annum and (y) the Net WAC Rate Cap for the
purpose of this calculation; with the rate on REMIC II Regular Interest LTII-A3
subject to a cap equal to the lesser of (x) 4.423% per annum and (y) the Net WAC
Rate Cap for the purpose of this calculation; with the rate on REMIC II Regular
Interest LTII-A4 subject to a cap equal to the lesser of (x) 5.018% per annum
and (y) the Net WAC Rate Cap for the purpose of this calculation; with the rate
on REMIC II Regular Interest LTII-A5A subject to a cap equal to the lesser of
(A) in the case of any Distribution Date up to and including the Optional
Termination Date, the lesser of (x) 5.571% per annum and (y) the Net WAC Rate
Cap and (B) in the case of any Distribution Date after the Optional Termination
Date, the lesser of (x) 6.071% per annum and (y) the Net WAC Rate Cap for the
purpose of this calculation; with the rate on REMIC II Regular Interest LTII-A5B
subject to a cap equal to (A) in the case of any Distribution Date up to and
including the Optional Termination Date, the lesser of (x) 5.670% per annum and
(y) the Net WAC Rate Cap and (B) in the case of any Distribution Date after the
Optional Termination Date, the lesser of (x) 6.170% per annum and (y) the Net
WAC Rate Cap for the purpose of this calculation; with the rate on REMIC II
Regular Interest LTII-A6 subject to a cap equal to (A) in the case of any
Distribution Date up to and including the Optional Termination Date, the lesser
of (x) 4.793% per annum and (y) the Net WAC Rate Cap and (B) in the case of any
Distribution Date after the Optional Termination Date, the lesser of (x) 5.293%
per annum and (y) the Net WAC Rate Cap for the purpose of this calculation; with
the rate on REMIC II Regular Interest LTII-M1 subject to a cap equal to (A) in
the case of any Distribution Date up to and including the Optional Termination
Date, the lesser of (x) 5.254% per annum and (y) the Net WAC Rate Cap and (B) in
the case of any Distribution Date after the Optional Termination Date, the
lesser of (x) 5.754% per annum and (y) the Net WAC Rate Cap for the purpose of
this calculation; with the rate on REMIC II Regular Interest LTII-M2 subject to
a cap equal to (A) in the case of any Distribution Date up to and including the
Optional Termination Date, the lesser of (x) 5.552% per annum and (y) the Net
WAC Rate Cap and (B) in the case of any Distribution Date after the Optional
Termination Date, the lesser of (x) 6.052% per annum and (y) the Net WAC Rate
Cap for the purpose of this calculation; with the rate on REMIC II Regular
Interest LTII-M3 subject to a cap equal to (A) in the case of any Distribution
Date up to and including the Optional Termination Date, the lesser of (x) 5.850%
per annum and (y) the Net WAC Rate Cap and (B) in the case of any Distribution
Date after the Optional Termination Date, the lesser of (x) 6.350% per annum and
(y) the Net WAC Rate Cap for the purpose of this calculation; and with the rate
on REMIC II Regular Interest LTII-ZZ subject to a cap of zero for the purpose of
this calculation; provided, however, that for this


                                     - 21 -
<PAGE>

purpose, the calculation of the Uncertificated REMIC II Pass-Through Rate and
the related cap with respect to REMIC II Regular Interest LTII-A1 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.

         MEZZANINE CERTIFICATES: Shall mean, collectively, the Class M-1, Class
M-2 and Class M-3 Certificates.

         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 November 30, 2004, between the Seller, as seller and the Depositor,
as purchaser.

         MORTGAGE LOAN PURCHASE PRICE: The price, calculated as set forth in
Section 10.01, to be paid in connection with the purchase of the Mortgage Loans
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 or the M&T


                                     - 22 -
<PAGE>

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.

         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.



                                     - 23 -
<PAGE>

         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 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 Senior Certificates and the Interest
Distribution Amounts payable to the Mezzanine Certificates, (B) the Principal
Remittance Amount and (C) the Insurer Premium payable to the Certificate
Insurer.

         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 Senior Certificates (other than
the Class A-IO Certificates) and the Mezzanine Certificates, (i) from and
including the Distribution Date in December 2004 through and including the
Distribution Date in November 2005, (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 4.50% per annum and, with respect to the Insured
Certificates, minus the Insurer Premium Rate times (b) a fraction, the numerator
of which is the Certificate Notional Balance of the Class A-IO Certificates and
the denominator of which is the aggregate Stated Principal Balance of the
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 December 2005 through and including the Distribution Date in November
2006, (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 and, with respect to the Insured Certificates, minus the Insurer
Premium Rate times (b) a fraction, the numerator of which is the Certificate
Notional Balance of the Class A-IO Certificates and the denominator of which is
the aggregate Stated Principal Balance of the 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
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, with respect to the Insured Certificates, the Insurer Premium
Rate; provided that the Net WAC Rate Cap with respect to the Class 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 II Pass-Through Rates on each REMIC II Regular Interest
(other than REMIC II Regular Interest LTII-IO-A and REMIC II Regular Interest
LTII-IO-B) weighted on the basis of the Uncertificated Principal Balance of the
REMIC II Regular Interests and, with respect to the Insured Certificates, minus
the Insurer Premium Rate.

         NET WAC RATE CARRYOVER AMOUNT: With respect the Senior Certificates
(other than the Class A-IO Certificates) and the Mezzanine Certificates and any
Distribution Date on which the


                                     - 24 -
<PAGE>

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 or the M&T 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 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 2.208% per annum.

         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


                                     - 25 -
<PAGE>

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 termination of the Trust Fund created
hereunder as a result of the purchase of all of the Mortgage Loans and any REO
Property pursuant to the last sentence of Section 10.01.

         OPTIONAL TERMINATION DATE: The first Distribution Date on which the
Trust Fund may be terminated 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
Mortgage Loans as of the last day of the related Due Period over (b) the
aggregate Certificate Principal Balance of the Senior Certificates and the
Mezzanine Certificates on such Distribution Date (after taking into account the
payment of 100% of the 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 Principal Remittance Amount for such
Distribution Date and (y) the 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.



                                     - 26 -
<PAGE>

         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;

                  (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


                                     - 27 -
<PAGE>

         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.

         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


                                     - 28 -
<PAGE>

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 or REMIC III 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.

         POLICY: The Certificate Guaranty Insurance Policy No. AB0824BE issued
by the Certificate Insurer in respect of the Insured Certificates, including any
endorsements thereto, a copy of which is attached hereto as Exhibit O.

         PREPAYMENT ASSUMPTION: The assumed rate of prepayment, as described in
the Prospectus Supplement relating to each Class of Publicly 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:

                  (i)      the Mortgage Loan identifying number;

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



                                     - 29 -
<PAGE>

                  (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, 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 Publicly 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
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 connection with the substitution of 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


                                     - 30 -
<PAGE>

the extent remitted by the related Servicer to the Distribution Account pursuant
to this Agreement or the M&T 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.

         PRINCIPAL REMITTANCE AMOUNT: With respect to any Distribution Date, the
sum of the Principal Funds for such Distribution Date net of any amounts payable
or reimbursable therefrom to the Servicers, the Trustee, the Custodian or the
Credit Risk Manager.

         PRIVATE CERTIFICATE: Each of the Class C, Class P and Class R
Certificates.

         PROSPECTUS SUPPLEMENT: The Prospectus Supplement dated November 23,
2004 relating to the offering of the Publicly Offered Certificates.

         PUBLICLY OFFERED CERTIFICATES: The Senior Certificates and the
Mezzanine 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) accrued interest thereon
at the applicable Mortgage Rate through the first day of the month in which the
Purchase Price is to be distributed to Certificateholders, 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


                                     - 31 -
<PAGE>

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 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 or the M&T 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, 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 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 A-1 Certificates and any Distribution Date, so
long as the Class 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.



                                     - 32 -
<PAGE>

         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 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 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 A-1 Certificates for such Accrual Period.

         REGULAR CERTIFICATE: Any Certificate other than a Residual Certificate.

         REIMBURSEMENT AMOUNT: The aggregate of any payments made with respect
to the Class A-4, Class A-5A and Class A-6 Certificates by the Certificate
Insurer under the Policy to the extent not previously reimbursed, plus interest
on that amount at the Late Payment Rate set forth in the Policy.

         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 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, (iii) the Custodial
Account (other than any amounts representing any Servicer Prepayment Charge
Payment Amount), the Distribution Account, the Class 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 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 Mortgage Loans; (vi) the rights under the Mortgage
Loan Purchase Agreement, 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 Mortgage Loans on or before the Cut-off Date and


                                     - 33 -
<PAGE>

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 I REGULAR INTEREST LTI-1: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-1 shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

         REMIC I REGULAR INTEREST LTI-IO-A: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-IO-A shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

         REMIC I REGULAR INTEREST LTI-IO-B: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-IO-B shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

         REMIC I REGULAR INTEREST LTI-IO-C: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-IO-C shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

         REMIC I REGULAR INTEREST LTI-IO-D: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-IO-D shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

         REMIC I REGULAR INTEREST LTI-IO-E: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-IO-E shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

         REMIC I REGULAR INTEREST LTI-IO-F: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC


                                     - 34 -
<PAGE>

I. REMIC I Regular Interest LTI-IO-F shall accrue interest at the related
Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall
be entitled to distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Principal
Balance as set forth in the Preliminary Statement hereto.

         REMIC I REGULAR INTEREST LTI-IO-G: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-IO-G shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

         REMIC I REGULAR INTEREST LTI-IO-H: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-IO-H shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

         REMIC I REGULAR INTEREST LTI-P: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-P shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

         REMIC I REGULAR INTERESTS: REMIC I Regular Interest LTI-1, REMIC I
Regular Interest LTI-IO-A, REMIC I Regular Interest LTI-IO-B, REMIC I Regular
Interest LTI-IO-C, REMIC I Regular Interest LTI-IO-D, REMIC I Regular Interest
LTI-IOE, REMIC I Regular Interest LTI-IO-F, REMIC I Regular Interest LTI-IO-G,
REMIC I Regular Interest LTI-IO-H and REMIC I Regular Interest LTI-P.

         REMIC II: The segregated pool of assets consisting of all of the REMIC
I 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 II 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 Mortgage Loans and REO Properties then
outstanding and (ii) the REMIC II Remittance Rate for REMIC II Regular Interest
II-LTAA minus the Marker Rate, divided by (b) 12.

         REMIC II OVERCOLLATERALIZATION AMOUNT: With respect to any date of
determination, (i) 1% of the aggregate Uncertificated Principal Balances of the
REMIC II Regular Interests minus (ii) the aggregate of the Uncertificated
Principal Balances of REMIC II Regular Interest LTII-A1, REMIC II Regular
Interest LTII-A2, REMIC II Regular Interest LTII-A3, REMIC II Regular Interest
LTII-A4, REMIC II Regular Interest LTII-A5A, REMIC II Regular Interest


                                     - 35 -
<PAGE>

LTII-A5B, REMIC II Regular Interest LTII-A6, REMIC II Regular Interest LTII-M1,
REMIC II Regular Interest LTII-M2, REMIC II Regular Interest LTII-M3 and REMIC
II Regular Interest LTII-P, in each case as of such date of determination.

         REMIC II 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 Mortgage Loans and REO Properties then
outstanding and (ii) 1 minus a fraction, the numerator of which is two times the
aggregate of the Uncertificated Principal Balances of REMIC II Regular Interest
LTII-A1, REMIC II Regular Interest LTII-A2, REMIC II Regular Interest LTII-A3,
REMIC II Regular Interest LTII-A4, REMIC II Regular Interest LTII-A5A, REMIC II
Regular Interest LTII-A5B, REMIC II Regular Interest LTII-A6, REMIC II Regular
Interest LTII-M1, REMIC II Regular Interest LTII-M2 and REMIC II Regular
Interest LTII-M3 and the denominator of which is the aggregate of the
Uncertificated Principal Balances of REMIC II Regular Interest LTII-A1, REMIC II
Regular Interest LTII-A2, REMIC II Regular Interest LTII-A3, REMIC II Regular
Interest LTII-A4, REMIC II Regular Interest LTII-A5A, REMIC II Regular Interest
LTII-A5B, REMIC II Regular Interest LTII-A6, REMIC II Regular Interest LTII-M1,
REMIC II Regular Interest LTII-M2, REMIC II Regular Interest LTII-M3 and REMIC
II Regular Interest LTII-ZZ.

         REMIC II REGULAR INTERESTS: REMIC II Regular Interest LTII-AA, REMIC II
Regular Interest LTII-A1, REMIC II Regular Interest LTII-A2, REMIC II Regular
Interest LTII-A3, REMIC II Regular Interest LTII-A4, REMIC II Regular Interest
LTII-A5A, REMIC II Regular Interest LTII-A5B, REMIC II Regular Interest LTII-A6,
REMIC II Regular Interest LTII-M1, REMIC II Regular Interest LTII-M2, REMIC II
Regular Interest LTII-M3, REMIC II Regular Interest LTII-IO-A, REMIC II Regular
Interest LTII-IO-B, REMIC II Regular Interest LTII-ZZ and REMIC II Regular
Interest LTII-P.

         REMIC II REGULAR INTEREST LTII-AA: 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-AA 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-A1: 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-A1 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-A2: 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-A2 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


                                     - 36 -
<PAGE>

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-A3: 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-A3 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-A4: 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-A4 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-A5A: 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-A5A
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-A5B: 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-A5B
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-A6: 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-A6 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 as provided herein and shall not be entitled to
distributions of principal.

         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


                                     - 37 -
<PAGE>

REMIC II. REMIC II Regular Interest LTII-IO-B shall accrue interest as provided
herein and shall not be entitled to distributions of principal.

         REMIC II REGULAR INTEREST LTII-M1: 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-M1 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-M2: 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-M2 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-M3: 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-M3 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-P: 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-P 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-ZZ: 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-ZZ 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-ZZ MAXIMUM INTEREST DEFERRAL AMOUNT:
With respect to any Distribution Date, the excess of (i) accrued interest at the
Uncertificated REMIC II Pass-Through Rate applicable to REMIC II Regular
Interest LTII-ZZ for such Distribution Date on a balance equal to the
Uncertificated Principal Balance of REMIC II Regular Interest LTII-ZZ minus the
REMIC II Overcollateralization Amount, in each case for such Distribution Date,
over (ii) Uncertificated Accrued Interest on REMIC II Regular Interest LTII-A1,
REMIC II Regular Interest LTII-A2, REMIC II Regular Interest LTII-A3, REMIC II
Regular Interest LTII-A4, REMIC II Regular Interest LTII-A5A, REMIC II Regular
Interest LTII-A5B, REMIC II Regular Interest LTII-A6, REMIC II Regular Interest
LTII-M1, REMIC II Regular Interest LTII-M2 and


                                     - 38 -
<PAGE>

REMIC II Regular Interest LTII-M3 for such Distribution Date, with the rate on
each such REMIC II Regular Interest subject to a cap equal to the related
Pass-Through Rate.

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

         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 the
REMIC III Certificateholders pursuant to Section 2.09, and all amounts deposited
therein, with respect to which a separate REMIC election is to be made.

         REMIC III CERTIFICATE: Any Regular Certificate or Class R Certificate.

         REMIC III CERTIFICATEHOLDER: The Holder of any REMIC III 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 I Regular Interest, REMIC II 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 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;


                                     - 39 -
<PAGE>

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 or the M&T Servicing Agreement.

         REQUIRED OVERCOLLATERALIZATION AMOUNT: With respect to any Distribution
Date prior to the Stepdown Date, 0.45% of the Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date, and with respect to any Distribution Date
thereafter, the greater of (i) 0.90% of the Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period to the
extent received or advanced, unscheduled collections of principal received
during the related Prepayment Period and after reduction for Realized Losses
incurred during the related Prepayment Period) and (ii) 0.35% of the Stated
Principal Balance of the 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 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 Realized Losses incurred
during the related Prepayment Period).

         RESIDUAL CERTIFICATES: Any one of the Class 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.

         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.



                                     - 40 -
<PAGE>

         SENIOR CERTIFICATES: The Class A-1, Class A-2, Class A-3, Class A4,
Class A-5A Class A-5B, Class A-6 and Class A-IO Certificates.

         SENIOR INTEREST DISTRIBUTION AMOUNT: With respect to any Distribution
Date and any Class of 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 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 Senior Certificates immediately prior to that
                  Distribution Date over (B) the positive difference between (i)
                  the aggregate Stated Principal Balance of the Mortgage Loans
                  as of the last day of the related Due Period (after reduction
                  for Realized Losses incurred during the related Prepayment
                  Period) and (ii) the product of (x) the aggregate Stated
                  Principal Balance of the Mortgage Loans as of the last day of
                  the related Due Period (after reduction for 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 or M&T.

         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
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


                                     - 41 -
<PAGE>

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.

         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, 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.

         STEPDOWN DATE: The earlier to occur of (1) the Distribution Date on
which the aggregate Certificate Principal Balance of the Senior Certificates has
been reduced to zero and (2) the later to occur of (x) the Distribution Date in
December 2007 and (y) the first Distribution Date on which the Credit
Enhancement Percentage of the Senior Certificates (calculated for this purpose
only after taking into account distributions of principal on the Mortgage Loans,
but prior to any distribution of the Principal Distribution Amount to the
holders of the Certificates then entitled to distributions of principal on the
Distribution Date) is greater than or equal to approximately 12.20%.

         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 or the M&T Servicing
Agreement, as applicable, after the occurrence of a Servicer Default or upon the
resignation of the related Servicer pursuant to this Agreement or the M&T
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


                                     - 42 -
<PAGE>

ss. 301.6231(a)(7)-1T. The holder of the greatest Percentage Interest in a Class
of Residual 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 Mortgage Loans delinquent 60 days or more (including
Mortgage Loans in foreclosure or discharged in bankruptcy or any REO Property)
by (ii) the aggregate Stated Principal Balance of the Mortgage Loans, in each
case, as of the last day of the previous calendar month, exceeds 50% of the
Credit Enhancement Percentage of the 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
                     -----------------                              ----------
December 2007 to November 2008..........................              1.00%
December 2008 to November 2009..........................              1.50%
December 2009 to November 2011..........................              2.00%
December 2011 and thereafter............................              2.00%

         TRUST FUND: Collectively, the assets of REMIC I, REMIC II, REMIC III,
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).

         UNCERTIFICATED NOTIONAL AMOUNT: With respect to REMIC II Regular
Interest LTII-IO-A and REMIC II Regular Interest LTII-IO-B and (i) each
Distribution Date from and including the


                                     - 43 -
<PAGE>

1st Distribution to and including the 6th Distribution Date, the aggregate
Uncertificated Principal Balances of REMIC I Regular Interest LTI-IO-A through
REMIC I Regular Interest LTI-IO-H, (ii) each Distribution Date from and
including the 7th Distribution to and including the 10th Distribution Date, the
aggregate Uncertificated Principal Balances of REMIC I Regular Interest LTI-IO-B
through REMIC I Regular Interest LTI-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 I Regular
Interest LTI-IO-C through REMIC I Regular Interest LTI-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 I Regular Interest LTI-IO-D through REMIC I Regular Interest LTI-IO-H, (v)
each Distribution Date from and including the 16th Distribution to and including
the 19th Distribution Date, the aggregate Uncertificated Principal Balances of
REMIC I Regular Interest LTI-IO-E through REMIC I Regular Interest LTI-IO-H,
(vi) each Distribution Date from and including the 20th Distribution to and
including the 21st Distribution Date, the aggregate Uncertificated Principal
Balances of REMIC I Regular Interest LTI-IO-F through REMIC I Regular Interest
LTI-IO-H, (vii) each Distribution Date from and including the 22nd Distribution
to and including the 23rd Distribution Date, the aggregate Uncertificated
Principal Balances of REMIC I Regular Interest LTI-IO-G and REMIC I Regular
Interest LTI-IO-H, and (viii) the 24th Distribution Date, the aggregate
Uncertificated Principal Balance of REMIC I Regular Interest LTI-IO-H, and (ix)
each Distribution Date thereafter, $0.

         UNCERTIFICATED PRINCIPAL BALANCE: With respect to each REMIC Regular
Interest (other than REMIC II Regular Interest LTII-IO-A and REMIC II Regular
Interest LTII-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 I Regular Interest LTII-IO-A and REMIC II Regular Interest LTII-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 5.07 and 5.08 and, if and to the extent
necessary and appropriate, shall be further reduced on such Distribution Date by
Realized Losses as provided in Sections 5.07 and 5.08. The Uncertificated
Principal Balance of each REMIC Regular Interest shall never be less than zero.
REMIC I Regular Interest LTII-IO will not have an Uncertificated Principal
Balance.

         UNCERTIFICATED REMIC I PASS-THROUGH RATE: A per annum rate equal to the
average of the Net Mortgage Rates of the 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 II PASS-THROUGH RATE: With respect to REMIC II
Regular Interest LTII-AA, REMIC II Regular Interest LTII-A1, REMIC II Regular
Interest LTII-A2, REMIC II Regular Interest LTII-A3, REMIC II Regular Interest
LTII-A-4, REMIC II Regular Interest LTII-A5A, REMIC II Regular Interest
LTII-A5B, REMIC II Regular Interest LTII-A6, REMIC II Regular Interest LTII-M1,
REMIC II Regular Interest LTII-M2, REMIC II Regular Interest LTII-M3 and REMIC
II Regular Interest LTII-ZZ, a per annum rate (but not less than zero)


                                     - 44 -
<PAGE>

equal to the weighted average of: (x) with respect to REMIC I Regular Interest
LTI-1, the Uncertificated REMIC I Pass-Through Rate for such REMIC I Regular
Interest for each such Distribution Date, and (y) with respect to REMIC I
Regular Interest LTI-IO-A through REMIC I Regular Interest LTI-IO-H for each
Distribution Date listed below, the weighted average of the rates listed below
for each such REMIC I Regular Interest listed below, weighted on the basis of
the Uncertificated Principal Balance of each such REMIC I Regular Interest:



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

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



                                     - 45 -
<PAGE>

         UNCERTIFICATED REMIC REGULAR INTEREST: The REMIC I Regular Interests
and the REMIC II 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) 93% to the Certificates (other
than the Class A-IO, Class C, Class P and the Residual Certificates), (ii) 3% to
the Class C Certificates, (iii) 1% to the Class P Certificates, (iv) 1% to the
Class R Certificates and (v) 2% to the Class A-IO Certificates until the
Distribution Date in November 2006 and thereafter such percentage of voting
rights shall be allocated to the remaining Classes of Publicly Offered
Certificates with the allocation among the Certificates other than the Class
A-IO, Class C, Class P and Class 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 Interest Distribution
Amount for the Senior Certificates, Mezzanine Certificates and Class C
Certificates for any Distribution Date, (1) the aggregate amount of any Net
Interest Shortfalls in respect of the Mortgage Loans for any Distribution Date
shall first reduce the Interest Distribution Amount payable to the Class M-3
Certificates, second, reduce the Interest Distribution Amount payable to the
Class M-2 Certificates, third, reduce the Interest Distribution Amount payable
to the Class M-1 Certificates and fourth, 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 Mezzanine Certificates and Net WAC Rate
Carryover Amount paid to the Senior Certificates (other than the Class A-IO
Certificates) and the Mezzanine Certificates incurred for any Distribution Date
shall be allocated to the Class C 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 I Regular Interests for any Distribution Date, the
aggregate amount of any Net Interest Shortfalls incurred in respect of the
Mortgage Loans for any Distribution Date shall be allocated first, to REMIC I
Regular Interest LTI-1 and REMIC I Regular Interest LTI-P, 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 I
Regular Interest; and then, to REMIC I Regular Interest LTI-IO-A, REMIC I
Regular Interest LTI-IO-B, REMIC I Regular Interest LTI-IO-C, REMIC I Regular
Interest LTI-IO-D, REMIC I Regular Interest LTI-IO-E, REMIC I Regular Interest
LTI-IO-F, REMIC I Regular Interest LTI-IO-G and REMIC I Regular Interest
LTI-IO-H, in each case to the extent of one month's interest at the then
applicable respective Uncertificated REMIC I Pass-Through Rate on the respective
Uncertificated Principal Balance of each such REMIC I Regular Interest.



                                     - 46 -
<PAGE>

         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
Mortgage Loans for any Distribution Date shall be allocated among REMIC II
Regular Interest LTII-AA, REMIC II Regular Interest LTII-A1, REMIC II Regular
Interest LTII-A2, REMIC II Regular Interest LTII-A3, REMIC II Regular Interest
LTII-A4, REMIC II Regular Interest LTII-A5A, REMIC II Regular Interest LTII-A5B,
REMIC II Regular Interest LTII-A6, REMIC II Regular Interest LTII-M1, REMIC II
Regular Interest LTII-M2, REMIC II Regular Interest LTII-M3 and REMIC II Regular
Interest LTII-ZZ, pro rata based on, and 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.



                                     - 47 -
<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 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 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 following the Closing Date shall
be satisfied by the Trustee, as assignee of the Seller, only from funds then on
deposit in the Distribution Account.

         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.

         Notwithstanding anything to the contrary contained herein, the parties
hereto acknowledge that the functions of the Trustee with respect to the
custody, acceptance, inspection


                                     - 48 -
<PAGE>

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.

         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" under clauses (i), (ii) (iii), (v) and (vi) (to the
extent of amounts deposited into the 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" in trust
for the exclusive use and benefit of all present and future 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 Mortgage Loan if the Seller delivers such
documents promptly upon receipt, but in no event later than 360 days after the
Closing Date.



                                     - 49 -
<PAGE>

         (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
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 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.

         (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


                                     - 50 -
<PAGE>

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, the Certificate Insurer 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, 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


                                     - 51 -
<PAGE>

         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 P Certificates, 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, the Certificate Insurer and the Trustee as follows,
as of the Closing Date:

                           (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


                                     - 52 -
<PAGE>

         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, delivery or
         enforceability of this Agreement or the ability of the Seller to sell
         the


                                     - 53 -
<PAGE>

         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 (i) above or
repurchase pursuant to (ii) above shall not be effected prior to the delivery to
the


                                     - 54 -
<PAGE>

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.

         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 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


                                     - 55 -
<PAGE>

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 deposited into the
Distribution Account, 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 became 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 deposited into the Distribution Account
maintained by the Trustee, on or before the Determination Date for the
Distribution Date in the month following the month during which the Seller
became obligated to repurchase or replace such Mortgage Loan and upon such
deposit of the Purchase Price, 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, the Certificate Insurer and the Trustee as follows, as of the
date hereof and as of the Closing Date:

                  (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,


                                     - 56 -
<PAGE>

         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.

         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, the Certificate Insurer 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.



                                     - 57 -
<PAGE>

         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 or REMIC III 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 or REMIC III 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 REMIC I REGULAR INTERESTS AND THE CLASS
                       R-1 INTEREST.

         The Trustee acknowledges the assignment to it of the Mortgage Loans and
the delivery to the Custodian on its behalf of the 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 interests evidenced by the Class R-1 Interest, together with
the REMIC I Regular Interests, constitute the entire beneficial ownership
interest in REMIC I. The rights of the Holders of the Class R-1 Interest and
REMIC I (as holder of the REMIC I Regular Interests) to receive distributions
from the proceeds of REMIC I in respect of the Class R-1 Interest and the REMIC
I Regular Interests, respectively, and all ownership interests evidenced or
constituted by the Class R-1 Interest and the REMIC I Regular Interests, shall
be as set forth in this Agreement.



                                     - 58 -
<PAGE>

         Section 2.07. CONVEYANCE OF THE REMIC I REGULAR INTERESTS; ACCEPTANCE
OF REMIC II 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 I Regular Interests for the benefit of the Class R-2 Interest and
REMIC II (as holder of the REMIC I Regular Interests). The Trustee acknowledges
receipt of the REMIC I Regular Interests and declares that it holds and will
hold the same in trust for the exclusive use and benefit of all present and
future Holders of the Class R-2 Interest and REMIC II (as holder of the REMIC I
Regular Interests). The rights of the Holders of the Class R-2 Interest and
REMIC II (as holder of the REMIC I Regular Interests) to receive distributions
from the proceeds of REMIC II in respect of the Class R-2 Interest and REMIC II
Regular Interests, respectively, and all ownership interests evidenced or
constituted by the Class R-2 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-3 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-3 Interest and REMIC III (as holder of
the REMIC II Regular Interests). The rights of the Holder of the Class R-3
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-3
Interest and REMIC III Regular Interests, respectively, and all ownership
interests evidenced or constituted by the Class R-3 Interest and the REMIC III
Regular Interests, shall be as set forth in this Agreement. The Class R-3
Interest and the REMIC III Regular Interests shall constitute the entire
beneficial ownership interest in REMIC III.

         Section 2.09. ISSUANCE OF CLASS R CERTIFICATES.

         The Trustee acknowledges the assignment to it of the REMIC I Regular
Interests and the REMIC II 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 R Certificates in
authorized denominations. The Class R Certificates evidence ownership in the
Class R-1 Interest, the Class R-2 Interest and the Class R-3 Interest.

         Section 2.10. 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 2004-AP3" and does


                                     - 59 -
<PAGE>

hereby appoint Wells Fargo Bank, National Association, as Trustee in accordance
with the provisions of this Agreement.



                                     - 60 -
<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 P Certificates, 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 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,

                                     - 61 -
<PAGE>

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 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


                                     - 62 -
<PAGE>

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.



                                     - 63 -
<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.


                                     - 64 -
<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 Account 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
Account maintained by GMACM, the 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 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


                                     - 65 -
<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 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 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 the


                                     - 66 -
<PAGE>

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 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


                                     - 67 -
<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 or REMIC III as defined in
section 860F of the Code or cause either REMIC I, REMIC II or REMIC III 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 or REMIC III 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 reimbursement to GMACM
for expenses incurred (including any property or other taxes) in


                                     - 68 -
<PAGE>

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
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 Account 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.

         Additional servicing compensation with respect to GMACM Mortgage Loans
in the form of any Excess Liquidation Proceeds, assumption fees, late payment
charges, insufficient funds


                                     - 69 -
<PAGE>

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 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, the Certificate
Insurer and the Trustee not later than March 15th of each year commencing in
2005 (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 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


                                     - 70 -
<PAGE>

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, the Certificate
Insurer and the Trustee, on or before March 15th of each year commencing in
2005, 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 Certificate Insurer, 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, the Certificate Insurer 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, the Certificate Insurer or the
Trustee, then GMACM agrees that it shall contribute to the amount paid or
payable by the Depositor, the Certificate Insurer 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 2005, 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
exceptions and other qualifications that may be appropriate. In rendering its
report such firm may


                                     - 71 -
<PAGE>

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 Certificate Insurer, 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 the
Certificate Insurer and shall deliver to the Trustee or the Certificate Insurer
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 and the Certificate Insurer 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 Certificate Insurer,
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.



                                     - 72 -
<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 or the M&T 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 or the M&T 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 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 or M&T under the M&T 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 signed
by a Authorized Servicer Representative or in a mutually agreeable electronic
format


                                     - 73 -
<PAGE>

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.



                                     - 74 -
<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,
2005 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, as applicable (ii) each Servicer's
accountants report described under Section 3.14 or under the M&T 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


                                     - 75 -
<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.

         If at any time the Seller remits to the Trustee a payment for deposit
in the Distribution Account covering the amount of the Purchase Price for such a
Mortgage Loan, then the Trustee 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


                                     - 76 -
<PAGE>

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 or the M&T 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 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 or the M&T Servicing Agreement.



                                     - 77 -
<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 a segregated Custodial
Account (which shall at all times be an Eligible Account) 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 2004-AP3." 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 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 GMACM Mortgage Loans;



                                     - 78 -
<PAGE>

                  (ii) all payments on account of interest on the 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 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; and

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

                  The foregoing requirements for deposit by GMACM into the
Custodial 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 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
Account, to withdraw such amount from such Custodial Account, 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 Account, that describes the amounts deposited in error in such
Custodial Account. GMACM shall maintain adequate records with respect to all
withdrawals made pursuant to this Section. All funds deposited in GMACM's
Custodial Account shall be held in trust for the Certificateholders until
withdrawn in accordance with Section 4.02.

                  (c) The institution that maintains the Custodial Account with
respect to the GMACM Mortgage Loans, or other authorized entity shall invest the
funds in such Custodial Account, 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 maturity. All such
Permitted Investments shall be made in the name of the Trustee, for the benefit
of the 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 Account in respect of any such investments shall
be deposited by GMACM into such Custodial Account, out of its own funds.



                                     - 79 -
<PAGE>

                  (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 Account relating to the GMACM Mortgage Loans prior
to any change thereof.

         Section 4.02. PERMITTED WITHDRAWALS FROM THE CUSTODIAL ACCOUNT.

                  (a) GMACM may from time to time make withdrawals from the
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
         Account 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 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;



                                     - 80 -
<PAGE>

                  (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
         Account relating to the GMACM Mortgage Loans and not required to be
         deposited therein; and

                  (ix) to clear and terminate the Custodial Account relating to
         the GMACM Mortgage Loans upon termination of this Agreement 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.

         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

                                     - 81 -
<PAGE>

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;

                  (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



                                     - 82 -
<PAGE>

                  (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 ACCOUNT.

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

                  (b) To the extent provided in the M&T Servicing Agreement,
amounts on deposit in a Custodial Account may be invested in Permitted
Investments in the name of the Trustee for the benefit of 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 Distribution 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, and the risk
of loss of moneys required to be distributed to the Certificateholders resulting
from such investments shall be borne by and be the risk of M&T. M&T (to the
extent provided in the M&T Servicing Agreement) shall deposit the amount of any
such loss in the Custodial Account immediately as realized.

                  (c) As provided in the M&T Servicing Agreement, on or before
each Remittance Date, M&T shall withdraw or shall cause to be withdrawn from its
Custodial


                                     - 83 -
<PAGE>

Account and shall immediately deposit or cause to be deposited in the
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 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 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 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 for such
M&T 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 Account by M&T as
described in the M&T Servicing Agreement and by M&T only to make remittances to
the Distribution Account; to reimburse M&T 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 account at the termination of the
M&T Servicing Agreement.

         Section 4.06. DISTRIBUTION ACCOUNT.

                  (a) The Trustee shall establish and maintain in the name of
the Trustee, for the benefit of the Certificateholders, the Distribution Account
as a segregated non-interest bearing trust account or accounts. The Trustee will
deposit in the 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 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 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 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;



                                     - 84 -
<PAGE>

                           (v) The Repurchase Price with respect to any 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 Mortgage Loans
purchased by the Depositor pursuant to Section 3.26, and all proceeds of any
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 Distribution Account pursuant to
this Agreement (including amounts paid under the Policy in accordance with
Section 12.02(b) hereof).

                  (b) All amounts deposited to the Distribution Account 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 Account.

                  (c) The amount at any time credited to the Distribution
Account 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 Account
immediately as realized.

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

                  (a) The Trustee will, from time to time make or cause to be
made such withdrawals or transfers from the Distribution Account 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

                                     - 85 -
<PAGE>

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 or the M&T
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;

                           (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 CE
Certificate;

                           (viii) to reimburse the Trustee for expenses, costs
and liabilities incurred by and reimbursable to it pursuant to this Agreement
and the M&T 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 and the M&T 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 or the M&T 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



                                     - 86 -
<PAGE>

                           (xiv) to clear and terminate the 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 Account 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 Account under Section 4.07.

                  (c) On each Distribution Date, the Trustee shall distribute
the Available Distribution Amount in the 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 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, the Certificate Insurer 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, the Certificate
Insurer and the Credit Risk Manager. Upon the appointment of a successor Credit

                                     - 87 -
<PAGE>

Risk Manager, the Depositor shall provide written notice thereof to each Rating
Agency, the Trustee, the Certificate Insurer, 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 CE 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 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.







                                     - 88 -
<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. 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, the Certificate Insurer 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 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, as applicable, as
provided in Section 4.02 or as provided in the M&T 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, would not constitute a
Nonrecoverable Advance, subject to the provisions of Sections 5.01 and 8.02.



                                     - 89 -
<PAGE>

                  (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 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


                                     - 90 -
<PAGE>

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 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


                                     - 91 -
<PAGE>

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, the Certificate Insurer or the Certificateholders.

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



                                     - 92 -
<PAGE>

         Section 5.03. REMIC DISTRIBUTIONS.

                  On each Distribution Date the Trustee, shall be deemed to
allocate distributions to the REMIC I Regular Interests and the REMIC II Regular
Interests in accordance with Section 5.07 hereof.

         Section 5.04. DISTRIBUTIONS.

                  (a) On each Distribution Date, the Available Distribution
Amount for such Distribution Date shall be withdrawn by the Trustee to the
extent of funds on deposit in the 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 the Insurer Premium to the Certificate Insurer and
interest on the Certificates in the following order of priority:

                  1.       to the Certificate Insurer, the Insurer Premium;

                  2.       FIRST, to the extent of the Interest Remittance
                           Amount remaining after payment of the Insurer
                           Premium, to the holders of the Senior Certificates on
                           a pro rata basis, based on the entitlement of each
                           such Class, the Senior Interest Distribution Amount
                           for each such Class and for such Distribution Date,
                           then, SECOND, to the extent of the remaining
                           Available Distribution Amount, to the holders of the
                           Senior Certificates, the Senior Interest Distribution
                           Amount not previously distributed in FIRST above, to
                           each such Class and for such Distribution Date, in
                           each case, on a pro rata basis, based on the
                           entitlement of each such Class;

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

                  4.       to the extent of the Interest Remittance Amount
                           remaining after payment of the Insurer Premium,
                           distribution of the Senior Interest Distribution
                           Amount to the holders of the Senior Certificates and
                           the Interest Distribution Amount to holders of the
                           Class M-1 Certificates, to the holders of the Class
                           M-2 Certificates, the Interest Distribution Amount
                           for such Class for such Distribution Date; and

                  5.       to the extent of the Interest Remittance Amount
                           remaining after payment of the Insurer Premium,
                           distribution of the Senior Interest Distribution
                           Amount to the holders of the Senior Certificates, the
                           Interest Distribution Amount to the holders of the
                           Class M-1 Certificates and the Interest Distribution
                           Amount to the holders of the Class M-2 Certificates,
                           to the holders of the


                                     - 93 -
<PAGE>

                           Class M-3 Certificates, the Interest Distribution
                           Amount for such Class for such Distribution Date.

         SECOND, to pay principal on the Certificates (other than the Class A-IO
Certificates), to the extent of 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 Senior
                           Certificates (other than the Class A-IO Certificates)
                           as follows:

                           FIRST, to the Class A-6 Certificates, in an amount up
                           to the Class A-6 Lockout Principal Distribution
                           Amount for such Distribution Date, until the
                           Certificate Principal Balance thereof has been
                           reduced to zero; and

                           SECOND, any remaining Senior Principal Distribution
                           Amount after the distribution described in clause
                           first above, sequentially:

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

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

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

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

                           o        to the Class A-5A Certificates and the Class
                                    A-5B Certificates, concurrently on a pro
                                    rata basis, based on the Certificate
                                    Principal Balance of each such Class, until
                                    the Certificate Principal Balance of each
                                    such Class has been reduced to zero; and

                           o        to the Class A-6 Certificates, until the
                                    Certificate Principal Balance thereof has
                                    been reduced to zero.

         provided, however, on any Distribution Date after the Certificate
         Principal Balances of the Mezzanine Certificates have been reduced to
         zero, distributions of principal to the Class A Certificates will be
         allocated among such Class A Certificates concurrently on a pro rata
         basis, based on the Certificate Principal Balances thereof.

                  2.       To the extent of any Principal Distribution Amount
                           remaining after distribution of the Senior Principal
                           Distribution Amount to the holders of the Senior
                           Certificates (other than the Class A-IO Certificates)
                           on such Distribution Date, to the Class M-1
                           Certificates, in an amount equal to the


                                     - 94 -
<PAGE>

                           Class M-1 Principal Distribution Amount for such
                           Distribution Date, until the Certificate Principal
                           Balance thereof has been reduced to zero.

                  3.       To the extent of any Principal Distribution Amount
                           remaining after distribution of the Senior Principal
                           Distribution Amount to the holders of the Senior
                           Certificates (other than the Class A-IO Certificates)
                           on such Distribution Date and the distribution of the
                           Class M-1 Principal Distribution Amount to the
                           holders of the Class M-1 Certificates on such
                           Distribution Date, to the Class M-2 Certificates, in
                           an amount equal to the Class M-2 Principal
                           Distribution Amount for such Distribution Date, until
                           the Certificate Principal Balance thereof has been
                           reduced to zero.

                  4.       To the extent of any Principal Distribution Amount
                           remaining after distribution of the Senior Principal
                           Distribution Amount to the holders of the Senior
                           Certificates (other than the Class A-IO Certificates)
                           on such Distribution Date, the distribution of the
                           Class M-1 Principal Distribution Amount to the Class
                           M-1 Certificates on such Distribution Date and the
                           distribution of the Class M-2 Principal Distribution
                           Amount to the holders of the Class M-2 Certificates
                           on such Distribution Date, to the Class M-3
                           Certificates in an amount equal to the Class 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 Publicly Offered Certificates
                           (other than the Class 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 Certificate Insurer, any Reimbursement Amount;

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

                  4.       To the Net WAC Reserve Fund, in respect of the Senior
                           Certificates (other than the Class A-IO
                           Certificates), an amount equal to (i) with respect to
                           the Senior Certificates (other than the Class A-IO
                           Certificates and Class A-1 Certificates), the sum of
                           the related Net WAC Rate Carryover Amounts, if any,
                           for each such Class for such Distribution Date or any
                           prior Distribution Dates and (ii) with respect to the
                           Class A-1 Certificates, the amount by which the sum
                           of the Net WAC Rate Carryover Amounts


                                     - 95 -
<PAGE>

                           with respect to the Class A-1 Certificates exceeds
                           the amount received by the Trustee with respect to
                           the Cap Contract for such Distribution Date or any
                           prior Distribution Date;

                  5.       To the Net WAC Reserve Fund, in respect of the Class
                           M-1 Certificates, the Net WAC Rate Carryover Amount
                           for such Class for such Distribution Date or any
                           prior Distribution Dates to the extent unpaid;

                  6.       To the Net WAC Reserve Fund, in respect of the Class
                           M-2 Certificates, the Net WAC Rate Carryover Amount
                           for such Class for such Distribution Date or any
                           prior Distribution Dates to the extent unpaid;

                  7.       To the Net WAC Reserve Fund, in respect of the Class
                           M-3 Certificates, the Net WAC Rate Carryover Amount
                           for such Class for such Distribution Date or any
                           prior Distribution Dates to the extent unpaid;

                  8.       To the holders of the Class C Certificates, the Class
                           C Distribution Amount; and

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

         On each Distribution Date, the Trustee, after paying the Insurer
Premium to the Certificate Insurer and making the required distributions of
interest and principal to the Certificates as described in clauses FIRST and
SECOND above and 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 Senior
Certificates (other than the Class A-IO Certificates) and the 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
Senior Certificates, other than the Class A-IO Certificates, on a pro rata
basis, based on the entitlement of each such Class, the related Net WAC Rate
Carryover Amount for such Distribution Date for each such Class; second, to the
Class M-1 Certificates, 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 such Class; third, to the
Class M-2 Certificates, the related Net WAC Rate Carryover Amount for such
Distribution Date for such Class; and fourth, to the Class M-3 Certificates, the
related Net WAC Rate Carryover Amount for such Distribution Date for such Class.

                  (b) On each Distribution Date, all amounts representing
Prepayment Charges in respect of the Mortgage Loans received during the related
Prepayment Period and deposited in the Distribution Account will be withdrawn
from the Distribution Account and distributed by the Trustee in accordance with
the Remittance Report to the Class 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 P Certificates.



                                     - 96 -
<PAGE>

                  (c) 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.

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

         Section 5.05. ALLOCATION OF REALIZED LOSSES.

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

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

                  (c) The principal portion of all Realized Losses on the
Mortgage Loans allocated to any REMIC I Regular Interest pursuant to Section
5.05 (d) shall be allocated on each Distribution Date as follows: first, in
reduction of the Net Monthly Excess Cashflow; second, to the Class C
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; third, to the Class M-3 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero; and
fifth, to the Class 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 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 Mezzanine Certificate on any Distribution Date shall be made by reducing the
Certificate Principal Balance thereof by the amount so allocated; any allocation
of Realized Losses to a Class C Certificates shall be made by reducing the
amount otherwise payable in respect thereof pursuant to Section 5.04(a) clause
THIRD. No allocations of any Realized Losses shall be made to the Certificate
Principal Balances of the Senior Certificates or Class P Certificates.



                                     - 97 -
<PAGE>

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

                  (d) The principal portion of all Realized Losses on the
Mortgage Loans shall be allocated on each Distribution Date first, to REMIC I
Regular Interest LTI-1 and REMIC I Regular Interest LTI-P, until the
Uncertificated Principal Balances have been reduced to zero and then to REMIC I
Regular Interest LTI-IO-A, REMIC I Regular Interest LTI-IO-B, REMIC I Regular
Interest LTI-IO-C, REMIC I Regular Interest LTI-IO-D, REMIC I Regular Interest
LTI-IO-E, REMIC I Regular Interest LTI-IO-F, REMIC I Regular Interest LTI-IO-G
and REMIC I Regular Interest LTI-IO-H, until the Uncertificated Principal
Balances have been reduced to zero.

                  (e) All Realized Losses on the REMIC I Regular Interests shall
be allocated on each Distribution Date to the following REMIC II Regular
Interests in the specified percentages, as follows: first, to Uncertificated
Accrued Interest payable to the REMIC II Regular Interest LTII-AA and REMIC II
Regular Interest LTII-ZZ up to an aggregate amount equal to the REMIC II
Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the
Uncertificated Principal Balances of the REMIC II Regular Interest LTII-AA and
REMIC II Regular Interest LTII-ZZ up to an aggregate amount equal to the REMIC
II Principal Loss Allocation Amount, 98% and 2%, respectively; third, to the
Uncertificated Principal Balances of REMIC II Regular Interest LTII-AA, REMIC II
Regular Interest LTII-M3 and REMIC II Regular Interest LTII-ZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC II Regular
Interest LTII-M3 has been reduced to zero; fourth, to the Uncertificated
Principal Balances of REMIC II Regular Interest LTII-AA, REMIC II Regular
Interest LTII-M2 and REMIC II Regular Interest LTII-ZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC II Regular
Interest LTII-M2 has been reduced to zero; and fifth, to the Uncertificated
Principal Balances of REMIC II Regular Interest LTII-AA, REMIC II Regular
Interest LTII-M1 and REMIC II Regular Interest LTII-ZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC II Regular
Interest LTII-M1 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, as applicable, that any Subsequent Recoveries have been
collected by the related Servicer with respect to a Mortgage Loan, the amount of
such Subsequent Recoveries will be applied to increase the Certificate Principal
Balance of the Class of Mezzanine Certificates with the highest payment priority
to which Realized Losses have been allocated, but not by more than the amount of
Realized Losses previously allocated to that Class of Mezzanine Certificates
pursuant to this Section 5.05. The amount of any remaining Subsequent Recoveries
will be applied to sequentially increase the Certificate Principal Balance of
the Mezzanine Certificates, beginning with the Class of Mezzanine Certificates
with the next highest payment priority, up to the amount of such Realized Losses
previously allocated to such Class of Certificates pursuant to this Section
5.05. 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


                                     - 98 -
<PAGE>

occurs. Any such increases shall be applied to the Certificate Principal Balance
of each Mezzanine Certificate of such Class in accordance with its respective
Percentage Interest.

         Section 5.06. MONTHLY STATEMENTS TO CERTIFICATEHOLDERS.

                  (a) Not later than each Distribution Date, the Trustee shall
prepare and make available to each Holder of Certificates and the Depositor 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 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;

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

                  (viii) the number and aggregate principal amounts of 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


                                     - 99 -
<PAGE>

         Balances of, and Realized Losses on, such Mortgage Loans 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 Mortgage Loans 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 Mortgage Loans as of the last day of such Distribution Date;

                  (xii) the Realized Losses during the related Prepayment Period
         and the cumulative 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;

                  (xiv) the amount of any Guaranteed Distribution paid on such
         Distribution Date, the amount of any Reimbursement Amount paid to the
         Certificate Insurer on such Distribution Date pursuant to paragraph 2
         of clause THIRD of Section 5.04(a) and the amount of any Reimbursement
         Amount remaining after giving effect to any such payments to the
         Certificate Insurer; and

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

                  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 and the Certificate Insurer.

                  (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


                                    - 100 -
<PAGE>

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 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 5.07. REMIC DESIGNATIONS AND REMIC I ALLOCATIONS.

                  (a) The Trustee shall elect that each of REMIC I, REMIC II and
REMIC III 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 I Regular Interests shall constitute the assets of
REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC
III.



                                    - 101 -
<PAGE>

                  (b) On each Distribution Date, the Available Distribution
Amount, in the following order of priority and in accordance with the Remittance
Report, shall be distributed by REMIC I to REMIC II on account of the REMIC I
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 I Regular Interest
LTI-IO-A, REMIC I Regular Interest LTI-IO-B, REMIC I Regular Interest LTI-IO-C,
REMIC I Regular Interest LTI-IO-D, REMIC I Regular Interest LTI-IO-E, REMIC I
Regular Interest LTI-IO-F, REMIC I Regular Interest LTI-IO-G and REMIC I Regular
Interest LTI-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 I
Regular Interest LTI-1, 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 I Regular Interest LTI-P, on
the Distribution Date in November 2009 or any Distribution Date thereafter until
$100 has been distributed pursuant to this clause;

                  (iii) on each Distribution Date, the remainder of the
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 I Regular Interest LTI-1 until the Uncertificated Principal Balance of
such REMIC I Regular Interest is reduced to zero, and second, to the Holders of
REMIC I Regular Interest LTI-IO-A, REMIC I Regular Interest LTI-IO-B, REMIC I
Regular Interest LTI-IO-C, REMIC I Regular Interest LTI-IO-D, REMIC I Regular
Interest LTI-IO-E, REMIC I Regular Interest LTI-IO-F, REMIC I Regular Interest
LTI-IO-G and REMIC I Regular Interest LTI-IO-H, sequentially, until the
Uncertificated Principal Balance of each such REMIC I Regular Interest is
reduced to zero; and

                  (iv) to the Holders of the Class 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 I to the Holders of REMIC I Regular Interest
LTI-P. The payment of the foregoing amounts to the Holders of REMIC I Regular
Interest LTI-P shall not reduce the Uncertificated Principal Balance thereof.

         Section 5.08. REMIC II ALLOCATIONS.

                  (a) On each Distribution Date, the 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:



                                    - 102 -
<PAGE>

                  (i) first, to the Holders of REMIC II Regular Interest
LTII-IO-A and REMIC II Regular Interest LTII-IO-B, in an amount equal to (A) the
Uncertificated Accrued Interest for such REMIC II 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 II Regular Interest
LTII-AA, REMIC Regular Interest LTII-A1, REMIC II Regular Interest LTII-A2,
REMIC II Regular Interest LTII-A3, REMIC II Regular Interest LTII-A4, REMIC II
Regular Interest LTII-A5A, REMIC II Regular Interest LTII-A5B, REMIC II Regular
Interest LTII-A6, REMIC II Regular Interest LTII-M1, REMIC II Regular Interest
LTII-M2, REMIC II Regular Interest LTII-M3 and REMIC II Regular Interest
LTII-ZZ, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest
for each such REMIC II 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 II
Regular Interest LTII-ZZ shall be reduced and deferred when the REMIC II
Overcollateralization Amount is less than the REMIC II Required
Overcollateralization Amount, by the lesser of (x) the amount of such difference
and (y) the REMIC II Regular Interest LTII-ZZ Maximum Interest Deferral Amount
and such amount will be payable to the Holders of REMIC Regular Interest
LTII-A1, REMIC II Regular Interest LTII-A2, REMIC II Regular Interest LTII-A3,
REMIC II Regular Interest LTII-A4, REMIC II Regular Interest LTII-A5A, REMIC II
Regular Interest LTII-A5B, REMIC II Regular Interest LTII-A6, REMIC II Regular
Interest LTII-M1, REMIC II Regular Interest LTII-M2 and REMIC II Regular
Interest LTII-M3 in the same proportion as the Overcollateralization Increase
Amount is allocated to the Corresponding Certificates and the Uncertificated
Principal Balance of REMIC II Regular Interest LTII-ZZ shall be increased by
such amount;

                  (ii) second, to the Holders of REMIC II Regular Interests, in
an amount equal to the remainder of the 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 (c) below) to the Holders of REMIC II Regular Interest LTII-AA and REMIC
II Regular Interest LTII-P, until the Uncertificated Principal Balance of such
REMIC II Regular Interest is reduced to zero, provided, however, that the
Uncertificated Principal Balance of REMIC II Regular Interest LTII-P shall not
be reduced until the Distribution Date in November 2009 or any Distribution Date
thereafter, at which point such amount shall be distributed to REMIC II Regular
Interest LTII-P, until $100 has been distributed pursuant to this clause;

                  (b) 2.00% of such remainder (other than amounts payable under
clause (c) below, first, to the Holders of REMIC Regular Interest LTII-A1, REMIC
II Regular Interest LTII-A2, REMIC II Regular Interest LTII-A3, REMIC II Regular
Interest LTII-A4, REMIC II Regular Interest LTII-A5A, REMIC II Regular Interest
LTII-A5B, REMIC II Regular Interest LTII-A6, REMIC II Regular Interest LTII-M1,
REMIC II Regular Interest LTII-M2 and REMIC II Regular Interest LTII-M3, 1.00%,
in the same proportion as principal payments are allocated to the Corresponding
Certificates, until the Uncertificated Principal Balances of such REMIC II
Regular Interests are reduced to zero and second, to the Holders of REMIC II
Regular Interest LTII-ZZ until the Uncertificated Principal Balance of such
REMIC II Regular Interest is reduced to zero; then



                                    - 103 -
<PAGE>

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

                  (iii) third, to REMIC II Regular Interest LTII-P, 100% of the
amount paid in respect of REMIC I Regular Interest LTI-P;

                  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 II Regular Interest LTII-AA
and REMIC II Regular Interest LTII-P, in that order and (ii) REMIC II Regular
Interest LTII-ZZ, respectively; provided that REMIC II Regular Interest LTII-P
shall not be reduced until the Distribution Date in November 2009, at which
point such amount shall be distributed to REMIC II Regular Interest LTII-P,
until $100 has been distributed pursuant to this clause.

         Section 5.09. CLASS P CERTIFICATE ACCOUNT.

         The Trustee shall establish and maintain with itself a separate,
segregated trust account titled "Nomura Asset Acceptance Corporation,
Alternative Loan Trust 2004-AP3 Class P Certificate Account". On the Closing
Date, the Depositor will deposit, or cause to be deposited in the Class P
Certificate Account $100.00. The amount on deposit in the Class P Certificate
Account shall be held uninvested. On the November 2009 Distribution Date, the
Trustee shall withdraw the amount on deposit in the Class P Certificate Account
and remit such amount to the Holders of the Class P Certificates, in reduction
of the Certificate Principal Balance thereof.

         Section 5.10. NET WAC RESERVE FUND.

                  (a) The Trustee shall establish a Net WAC Reserve Fund on
behalf of the holders of the Publicly Offered Certificates (other than the Class
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 2004-AP3,
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5A, Class A-5B, Class A-6,
Class M-1, Class M-2 and Class 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 Class A-1 Certificates; provided that the amount of any Excess
Cap Payments shall be held for the benefit of the Class C Certificates and
payable as part of the Class 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 paragraphs 3, 4, 5, 6 and 7 of
clause THIRD of Section 5.04(a) into the Net WAC Reserve Fund and the Trustee
has been directed by the Class C Certificateholder to distribute such amounts to
the Holders of the Publicly Offered Certificates (other than the Class A-IO
Certificates) in the amounts and priorities set forth in clause THIRD of Section
5.04(a).

                  (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 C
Certificateholders shall be the beneficial owners of the Net


                                    - 104 -
<PAGE>

WAC Reserve Fund, subject to the power of the Trustee to transfer amounts under
Section 5.04(a). 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 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 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 C
Certificateholder. Any losses on such investments shall be deposited in the Net
WAC Reserve Fund by the Majority Class C Certificateholder out of its own funds
immediately as realized. In the event that the Majority Class C
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 A-1 Certificates to receive
payments from the Net WAC Reserve Fund shall be $16,000 and the amount allocated
to the right of the holders of the Publicly Offered Certificates (other than the
Class A-1 Certificates and the Class A-IO Certificates) to receive payments from
the Net WAC Reserve Fund in respect of any Net WAC Rate Carryover Amount shall
be zero.



                                    - 105 -
<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-6. 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>
    CLASS          MINIMUM        INTEGRAL MULTIPLE IN  ORIGINAL CERTIFICATE         PASS-THROUGH RATE
                 DENOMINATION      EXCESS OF MINIMUM      PRINCIPAL BALANCE
<S>              <C>              <C>                   <C>                   <C>
     A-1          $25,000                  $1              $ 134,052,000      Class A-1 Pass-Through Rate
     A-2          $25,000                  $1              $   3,680,000      Class A-2 Pass-Through Rate
     A-3          $25,000                  $1              $  66,814,000      Class A-3 Pass-Through Rate
     A-4          $25,000                  $1              $  25,726,000      Class A-4 Pass-Through Rate
    A-5A          $25,000                  $1              $  10,000,000      Class A-5A Pass-Through Rate
    A-5B          $25,000                  $1              $  17,333,000      Class A-5B Pass-Through Rate
     A-6          $25,000                  $1              $  30,540,000      Class A-6 Pass-Through Rate
    A-IO          $25,000                  $1                   N/A           Class A-IO Pass-Through Rate
     M-1          $25,000                  $1              $   6,871,000      Class M-1 Pass-Through Rate
     M-2          $25,000                  $1              $   5,497,000      Class M-2 Pass-Through Rate
     M-3          $25,000                  $1              $   4,886,000      Class 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.

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



                                    - 106 -
<PAGE>

         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 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


                                    - 107 -
<PAGE>

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 Class M-1, Class M-2 or Class M-3
Certificate or any interest therein shall be deemed to have represented, by
virtue of its acquisition or holding of that certificate or interest therein,
that either (i) it is not a Plan or investing with "Plan Assets", (ii) it has
acquired and is holding such certificate in reliance on the Exemption, and that
it understands


                                    - 108 -
<PAGE>

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 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


                                    - 109 -
<PAGE>

         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 and/or REMIC III, 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.

         Section 6.04. PERSONS DEEMED OWNERS.

         The Trustee, the Certificate Insurer 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


                                    - 110 -
<PAGE>

the Trustee, the Certificate Insurer nor any of their 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-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;



                                    - 111 -
<PAGE>

                  (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 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.



                                    - 112 -
<PAGE>

         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 2004-AP3 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.



                                    - 113 -
<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


                                    - 114 -
<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


                                    - 115 -
<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


                                    - 116 -
<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 and the Certificate Insurer.

                  (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.



                                    - 117 -
<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



                                    - 118 -
<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;

         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, 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 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 and in and to the related Mortgage Loans
in accordance with the M&T Servicing Agreement with respect to a default by M&T,
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 or the M&T 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 or M&T pursuant to the M&T Servicing
Agreement, shall cooperate with the Trustee in effecting the termination of the
related Servicer's responsibilities and rights hereunder or under the M&T
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 or under the M&T Servicing Agreement 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, 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 clause (viii) above, there shall be no cross-default
between the Servicers.



                                    - 119 -
<PAGE>

         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, 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 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, as applicable, and applicable law including the obligation to make
Advances pursuant to Article VI hereof and pursuant to the M&T 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, 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 (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 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, 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, 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, as applicable, and shall have executed and
delivered to the Depositor and the Trustee an agreement accepting such
delegation and 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, 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


                                    - 120 -
<PAGE>

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. The
Trustee and such successor shall take such action, consistent with this
Agreement or the M&T 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, 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, 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, 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.

                  (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,
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


                                    - 121 -
<PAGE>

default or impair any right consequent thereon except to the extent expressly so
waived in writing.



                                    - 122 -
<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 Account 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


                                    - 123 -
<PAGE>

         rights or powers conferred upon it by this Agreement and the M&T
         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 and the M&T 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 or the M&T 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 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 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.

                  (e) All funds received by the Trustee and required to be
deposited in the Distribution Account 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:

                  (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


                                    - 124 -
<PAGE>

         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 or the M&T 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 of
         any of the Trustee's agents or attorneys or paying agent appointed
         hereunder by the Trustee with due care;



                                    - 125 -
<PAGE>

                  (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 or in the M&T 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 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


                                    - 126 -
<PAGE>

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 Cap Contract, the Custodial
Agreement, the Policy 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
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. 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 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


                                    - 127 -
<PAGE>

Trust pursuant to the M&T Assignment Agreement, the Custodial Agreement, the Cap
Contract or the Policy 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.

         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.


                                    - 128 -
<PAGE>

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 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


                                    - 129 -
<PAGE>

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 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



                                    - 130 -
<PAGE>

                  (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 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

                                    - 131 -
<PAGE>

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, 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


                                    - 132 -
<PAGE>

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 or REMIC III 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
or REMIC III 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 or REMIC III, 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 R Certificateholders, and second with amounts otherwise to be distributed
to all other Certificateholders in the following order of priority: first, to
the Class M-3 Certificates, second, to the Class M-2 Certificates, third, to the
Class M-1 Certificates, and fourth, to the 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 Class R Certificates (and, if necessary, second,
from the Holders of the other Certificates in the priority specified in the
preceding sentence), funds otherwise 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).


                                    - 133 -
<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 purchase by the Majority Class
C Certificateholder or, if the Majority Class C Certificateholder fails to
exercise such optional termination right, Wells Fargo Bank, National Association
(either the Majority Class C Certificateholder or Wells Fargo Bank, National
Association, the "Terminator") of all of the Mortgage Loans (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 Mortgage
Loan (other than in respect of REO Property), (ii) accrued interest thereon at
the applicable Mortgage Rate to, but not including, the first day of the month
of such purchase, (iii) the appraised value of any 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 Mortgage Loans prior to the exercise of such
repurchase right, (v) any unreimbursed costs and expenses of the Trustee payable
pursuant to Section 9.05 and (vi) any amounts due the Certificate Insurer in
respect of unpaid Insurer Premiums and Reimbursement Amounts and (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 Mortgage Loans and 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 the 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
the Mortgage Loans; provided that if such repurchase would cause a draw on the
Policy or result in amounts owed to the Certificate Insurer remaining unpaid,
the Certificate Insurer must provide written consent to such repurchase.

         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 and the M&T Servicing
Agreement that there are no Outstanding Mortgage Loans and no other funds or
assets in the Trust Fund other than the funds in the Distribution Account, 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


                                    - 134 -
<PAGE>

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 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


                                    - 135 -
<PAGE>

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 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 and REMIC III 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 and REMIC III 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 and REMIC III, 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.



                                    - 136 -
<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 Account maintained by the Trustee or the Custodial Account
maintained by GMACM is 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, without the consent of the
Certificateholders but, for so long as the Insured Certificates are outstanding
or any amounts are owed to the Certificate Insurer, with the consent of the
Certificate Insurer, 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 and REMIC III 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 or
REMIC III pursuant to the Code that would be a claim against any of REMIC I,
REMIC II or REMIC III 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 and, for so long as the
Insured Certificates are outstanding or any amounts are owed to the Certificate
Insurer, with the consent of the Certificate Insurer 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 or REMIC III 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.



                                    - 137 -
<PAGE>

         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 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 or REMIC III or the
Certificateholders or cause REMIC I, REMIC II or REMIC III 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


                                    - 138 -
<PAGE>

IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES
THEREOF.

         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



                                    - 139 -
<PAGE>

                  (ii) Each annual independent public accountants' servicing
report described in Section 4.17.

                  (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 2004-AP3; (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 2004-AP3 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, (vi) in the case of the Certificate Insurer, Ambac
Assurance Corporation, One State Street Plaza, New York, New York 10004,
Attention: Consumer Asset-Backed Securities Group or such other address as the
Certificate Insurer may provide to the other parties hereto, (vii) 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.



                                    - 140 -
<PAGE>

         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.

         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.

         Section 11.10. THIRD PARTY BENEFICIARY.

                  The parties hereto agree that the Certificate Insurer is
  intended to be and shall have all rights of a third-party beneficiary of this
  Agreement.



                                    - 141 -
<PAGE>

                                  ARTICLE XII

                CERTAIN MATTERS REGARDING THE CERTIFICATE INSURER

         Section 12.01. RIGHTS OF THE CERTIFICATE INSURER TO EXERCISE RIGHTS OF
INSURED CERTIFICATEHOLDERS.

         By accepting its Certificate, each Holder of an Insured Certificate
agrees that unless an Insurer Default exists, the Certificate Insurer shall have
the right to exercise all consent, voting, direction and other control rights of
the Holders of Insured Certificates under this Agreement without any further
consent of the Holders of the Insured Certificates.

         Section 12.02. CLAIMS UPON THE POLICY; INSURANCE ACCOUNT.

                  (a) If, on the Business Day next succeeding the Remittance
Date, the Trustee determines that the funds that will be on deposit in the
Distribution Account, to the extent distributable to the Holders of the Insured
Certificates pursuant to Section 5.04 are insufficient to pay the related
Guaranteed Distribution for such Distribution Date, the Trustee shall give
notice by telephone or telecopy of the aggregate amount of such deficiency,
confirmed in writing in the form set forth as Exhibit A to the endorsement of
the Policy, to the Certificate Insurer at or before 12:00 noon, New York City
time, on the Business Day prior to such Distribution Date. If, subsequent to
such notice, and prior to payment by the Certificate Insurer pursuant to such
notice, additional amounts are deposited in the Distribution Account, the
Trustee shall reasonably promptly notify the Certificate Insurer and withdraw
the notice or reduce the amount claimed, as appropriate.

                  (b) The Trustee shall establish a separate special purpose
trust account for the benefit of Holders of the Insured Certificates and the
Certificate Insurer referred to herein as the "Insurance Account" over which
Trustee shall have exclusive control and sole right of withdrawal. The Trustee
shall deposit any amount paid to it under the Policy in the Insurance Account
and distribute such amount only for purposes of payment to Holders of Insured
Certificates of the Guaranteed Distribution for which a claim was made. Such
amount may not be applied to satisfy any costs, expenses or liabilities of the
Servicers, the Trustee, the Custodian or the Trust Fund. Amounts paid under the
Policy shall be transferred to the Distribution Account in accordance with the
next succeeding paragraph and disbursed by the Trustee to Holders of Insured
Certificates in accordance with Section 5.04 or Section 10.01, as applicable. It
shall not be necessary for such payments to be made by checks or wire transfers
separate from the checks or wire transfers used to pay the Guaranteed
Distribution with other funds available to make such payment. However, the
amount of any payment of principal of or interest on the Insured Certificates to
be paid from funds transferred from the Insurance Account shall be noted as
provided in paragraph (c) below and in the statement to be furnished to Holders
of the Certificates pursuant to Section 5.06. Funds held in the Insurance
Account shall not be invested by the Trustee.

         On any Distribution Date with respect to which a claim has been made
under the Policy, the amount of any funds received by the Trustee as a result of
any claim under the Policy, to the extent required to make the Guaranteed
Distribution on such Distribution Date, shall be


                                    - 142 -
<PAGE>

withdrawn by the Trustee from the Insurance Account and deposited in the
Distribution Account and applied by the Trustee, together with the other funds
to be distributed to the Insured Certificateholders pursuant to Section 5.04,
directly to the payment in full of the Guaranteed Distribution due on the
Insured Certificates. Any funds remaining in the Insurance Account on the first
Business Day following a Distribution Date shall be remitted by the Trustee to
the Certificate Insurer, pursuant to the written instructions of the Certificate
Insurer, by the end of such Business Day.

                  (c) The Trustee shall keep a complete and accurate record of
the amount of interest and principal paid into the Insurance Account in respect
of any Insured Certificate from moneys received by the Trustee under the Policy.
The Certificate Insurer shall have the right to inspect such records at
reasonable times during normal business hours upon two Business Days' prior
written notice to the Trustee.

         Section 12.03. EFFECT OF PAYMENTS BY THE INSURER; SUBROGATION.

         Anything herein to the contrary notwithstanding, for purposes of this
Section 12.03, any payment with respect to principal of or interest on the
Insured Certificates which is made with monies received pursuant to the terms of
the Policy shall not be considered payment of the Insured Certificates from the
Trust Fund. The Trustee acknowledges, and each Holder by its acceptance of an
Insured Certificate agrees, that without the need for any further action on the
part of the Certificate Insurer or the Trustee, to the extent the Certificate
Insurer makes payments, directly or indirectly, on account of principal of or
interest on the Insured Certificates to the Holders of such Certificates, the
Certificate Insurer will be fully subrogated to, and each Holder of an Insured
Certificate and the Trustee hereby delegate and assign to the Certificate
Insurer, to the fullest extent permitted by law, the rights of such Holders to
receive such principal and interest from the Trust Fund; provided that the
Certificate Insurer shall be paid such amounts only from the sources and in the
manner explicitly provided for herein.

         The Trustee shall cooperate in all respects with any reasonable request
by the Certificate Insurer for action to preserve or enforce the Certificate
Insurer's rights or interests under this Agreement without limiting the rights
or affecting the interests of the Holders as otherwise set forth herein.

         Section 12.04. NOTICES AND INFORMATION TO THE CERTIFICATE INSURER.

                  (a) All notices, statements, reports, certificates or opinions
required by this Agreement to be sent or made available to any other party
hereto or to the Certificateholders shall also be sent or made available to the
Certificate Insurer.

                  (b) The Trustee shall designate a Person who shall be
available to the Certificate Insurer to provide reasonable access to information
regarding the Loans.

         Section 12.05. TRUSTEE TO HOLD POLICY.

         The Trustee will hold the Policy in trust as agent for the Insured
Certificateholders for the purpose of making claims thereon and distributing the
proceeds thereof. Neither the Policy, nor


                                    - 143 -
<PAGE>

the amounts paid on the Policy will constitute part of the Trust Fund or assets
of any REMIC created by this Agreement. Each Holder of an Insured Certificate,
by accepting its Certificate, appoints the Trustee as attorney-in-fact for the
purpose of making claims on the Policy. The Trustee shall surrender the Policy
to the Certificate Insurer for cancellation upon the expiration of the term of
the Policy as provided in the Policy following the retirement of the Insured
Certificates. To the extent that the Policy constitutes a reserve fund for
federal income tax purposes, (1) it shall be an outside credit support agreement
and not an asset of any REMIC and (2) it shall be owned by the Insurer, all
within the meaning of Section 1.860G-2(h) of the Treasury Regulations.

         Section 12.06. PAYMENT OF INSURER PREMIUM.

         Unless otherwise designated in writing by the President or a Managing
Director of the Certificate Insurer to the Trustee, the Insurer Premium to be
paid pursuant to paragraph 1 of clause FIRST of Section 5.04(a) shall be paid by
the Trustee to the Certificate Insurer by wire transfer with the following
details specifically stated in the wire transfer:

         Bank: Citibank, N.A.
         ABA Number: 021000089
         For the account of: Ambac Assurance Corporation
         Account Number: 40609486
         Ref: #AB0824BE
         Attention: Joseph Sievers (212) 208-3277





                                    - 144 -
<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 a 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:  Vice President


                                         With respect to Sections 4.08 and 4.09

                                         THE MURRAYHILL COMPANY

                                         By: /s/ Kevin J. Kanouff
                                             -------------------------------
                                         Name:   Kevin J. Kanouff
                                         Title:  President and General Counsel


<PAGE>



STATE OF NEW YORK                   )
                                    ) ss.:
COUNTY OF NEW YORK                  )

                  On this ___ day of November 2004, 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 November 2004, 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 November 2004, 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 November 2004, 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 A-[1][2][3][4][5A][5B][6] 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.


<TABLE>
<CAPTION>
<S>                                                        <C>
Certificate No. __                                         Pass-Through Rate:  [Variable][____%]

Class A-[1][2][3][4][5A][5B][6] 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: November 1, 2004                        $
Trustee: Wells Fargo Bank, National Association
                                                           Initial Certificate Principal Balance of this
                                                           Certificate as of the Cut-off Date:
First Distribution Date: December 25, 2004                 $

Assumed Final Distribution Date:
October 25, 2034                                           CUSIP:
</TABLE>

<PAGE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2004-AP3

         evidencing a fractional undivided interest in the distributions
         allocable to the Class A-[1][2][3][3][4][5A][5B][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. 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 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.][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 set forth
above]. 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][Business
Day immediately preceding such Distribution Date], an amount equal to the
product of


                                       2
<PAGE>


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 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.

         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.


                                       -3-
<PAGE>


         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 and the Trust Fund created
thereby (other than the obligations to make payments to Certificateholders with
respect to the termination of the Agreement) shall terminate upon the earlier of
(i) the later of (A) the maturity or other liquidation (or Advance with respect
thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement, or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the terms
of the Agreement. Such optional repurchase may be made only on or after the
Distribution Date in November 2006 if on such Distribution Date the aggregate
Stated Principal Balance of the Mortgage Loans is less than the percentage of
the aggregate Stated Principal Balance specified in the Agreement of the
Mortgage Loans at the Cut-off Date. The exercise of such right will effect the
early retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the expiration of 21 years after the
death of certain persons identified in the Agreement.

         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.


                                       4
<PAGE>


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


Dated:                                          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 A-[1][2][3][4][5A][5B][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.


                                       6
<PAGE>


                                   EXHIBIT A-2

                         FORM OF CLASS 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.


<TABLE>
<CAPTION>
<S>                                                        <C>
Certificate No. ___                                        Pass-Through Rate: ___%

Class A-IO Senior
                                                           Aggregate Initial Certificate Notional Balance of the
Date of Pooling and Servicing Agreement and                Class A-IO Certificates as of the Cut-off Date:
Cut-off Date:  November 1, 2004                            $_______________

                                                           Initial Certificate Notional Balance of this
First Distribution Date:                                   Certificate as of the Cut-off Date:
December 25, 2004                                          $_______________

Trustee:  Wells Fargo Bank, National Association

Final Scheduled Distribution Date:
November 25, 2006                                          CUSIP: ___________________
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2004-AP3

<PAGE>


         evidencing a fractional undivided interest in the distributions
         allocable to the Class 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
Pass-Through Rate set forth above. 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
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.


                                       2
<PAGE>


         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 Depositor, the Trustee or any such agent shall be affected
by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby


                                       -3-
<PAGE>


(other than the obligations to make payments to Certificateholders with respect
to the termination of the Agreement) shall terminate upon the earlier of (i) the
later of (A) the maturity or other liquidation (or Advance with respect thereto)
of the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement, or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the terms
of the Agreement. Such optional repurchase may be made only on or after the
Distribution Date in November 2006 if on such Distribution Date the aggregate
Stated Principal Balance of the Mortgage Loans is less than the percentage of
the aggregate Stated Principal Balance specified in the Agreement of the
Mortgage Loans at the Cut-off Date. The exercise of such right will effect the
early retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the expiration of 21 years after the
death of certain persons identified in the Agreement.

         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.


                                       4
<PAGE>


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


Dated:                                          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 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.


                                       6
<PAGE>


                                   EXHIBIT A-3

                      FORM OF CLASS M-[1][2][3] CERTIFICATE


         THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR
CERTIFICATES [,/AND THE CLASS M-1 CERTIFICATES][AND THE CLASS 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.

         EACH BENEFICIAL OWNER OF A CERTIFICATE OR ANY INTEREST THEREIN SHALL BE
DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THAT
CERTIFICATE OR INTEREST THEREIN, THAT EITHER (I) IT IS NOT A PLAN OR INVESTING
WITH "PLAN ASSETS", (II) IT HAS ACQUIRED AND IS HOLDING SUCH CERTIFICATE IN
RELIANCE ON PROHIBITED TRANSACTION EXEMPTION 2002-41 AS AMENDED ("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, FITCH RATINGS 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.

         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

<PAGE>


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.


<TABLE>
<CAPTION>
<S>                                                        <C>
Certificate No. __                                         Pass-Through Rate: ___%

Class 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: November 1, 2004                         $_______________
Trustee: Wells Fargo Bank, National Association
                                                           Initial Certificate Principal Balance of this
First Distribution Date:                                   Certificate as of the Cut-off Date:
December 25, 2004                                          $________________

Assumed Final Distribution Date:
October 25, 2034                                           CUSIP:
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2004-AP3

         evidencing a fractional undivided interest in the distributions
         allocable to the Class 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


                                       2
<PAGE>


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 Principal Balance hereof at a per annum rate equal to the
Pass-Through Rate set forth above. 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 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


                                       -3-
<PAGE>


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.

         Each beneficial owner of a Certificate or any interest therein shall be
deemed to have represented, by virtue of its acquisition or holding of that
certificate or interest therein, that either (i) it is not a Plan or investing
with "Plan Assets", (ii) 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, Fitch Ratings 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.

         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 and the Trust Fund created
thereby (other than the obligations to make payments to Certificateholders with
respect to the termination of the Agreement) shall terminate upon the earlier of
(i) the later of (A) the maturity or other liquidation (or Advance with respect
thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement, or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other


                                       4
<PAGE>


assets of the Trust Fund in accordance with the terms of the Agreement. Such
optional repurchase may be made on or after the Distribution Date in November
2006 if on such Distribution Date the aggregate Stated Principal Balance of the
Mortgage Loans is less than the percentage of the aggregate Stated Principal
Balance specified in the Agreement of the Mortgage Loans at the Cut-off Date.
The exercise of such right will effect the early retirement of the Certificates.
In no event, however, will the Trust Fund created by the Agreement continue
beyond the expiration of 21 years after the death of certain persons identified
in the Agreement.

         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.


                                       -5-
<PAGE>


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


Dated:                                          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 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


                                       6
<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 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

<PAGE>


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 UNDERTAKEN IN THE
AGREEMENT, ALL IN ACCORDANCE WITH SECTION 6.02(B) OF THE AGREEMENT.


<TABLE>
<CAPTION>
<S>                                                        <C>
Certificate No. __                                         Percentage Interest: ____

Class C                                                    Variable Pass-Through Rate


Date of Pooling and Servicing Agreement and                Initial Certificate Principal Balance of this
Cut-off Date: November 1, 2004                             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: December 25, 2004                 $

Assumed Final Distribution Date: October 25, 2034          CUSIP:
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2004-AP3

         evidencing a fractional undivided interest in the distributions
         allocable to the Class 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


                                       2
<PAGE>


         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,
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


                                       -3-
<PAGE>


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 Class C Certificate will be made unless the Trustee
has received either (i) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee with respect to the permissibility of such
transfer under the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and Section 4975 of the Internal Revenue Code (the "Code") and
stating, among other things, that the transferee's acquisition and holding of a
Class C Certificate is permissible under applicable law, will not constitute or
result in a non-exempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code and will not subject the Trustee, the Depositor or the
Servicer to any obligation or liability in addition to those undertaken in the
Agreement, all in accordance with Section 6.02(b) of the Agreement or (ii) a
representation letter, in the form as described by the Agreement, stating that
the transferee is not an employee benefit or other plan subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code (a
"Plan"), or any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan.

         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


                                       4
<PAGE>


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 and the Trust Fund created
thereby (other than the obligations to make payments to Certificateholders with
respect to the termination of the Agreement) shall terminate upon the earlier of
(i) the later of (A) the maturity or other liquidation (or Advance with respect
thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of


                                       -5-
<PAGE>


any Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or (ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the terms
of the Agreement. Such optional repurchase may be made only on or after the
Distribution Date in November 2006 if on such Distribution Date the aggregate
Stated Principal Balance of the Mortgage Loans is less than the 10% of the
aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
The exercise of such right will effect the early retirement of the Certificates.
In no event, however, will the Trust Fund created by the Agreement continue
beyond the expiration of 21 years after the death of certain persons identified
in the Agreement.

         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.


                                       6
<PAGE>


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


Dated:                                          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 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.


                                       8
<PAGE>


                                   EXHIBIT A-5

                           FORM OF CLASS 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.

<PAGE>


         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 UNDERTAKEN IN THE
AGREEMENT, ALL IN ACCORDANCE WITH SECTION 6.02(B) OF THE AGREEMENT.


                                       2
<PAGE>


<TABLE>
<CAPTION>
<S>                                                        <C>
Certificate No. ___                                        Percentage Interest: 100%

Class P


Date of Pooling and Servicing Agreement and                Aggregate Initial Certificate Principal Balance of this
Cut-off Date:  November 1, 2004                            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: October 25, 2034
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2004-AP3

         evidencing a fractional undivided interest in the distributions
         allocable to the Class 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,


                                       -3-
<PAGE>


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.

         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 Class P Certificate will be made unless the Trustee
has received either (i) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee with respect to the permissibility of such
transfer under the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and Section 4975 of the Internal Revenue


                                       4
<PAGE>


Code (the "Code") and stating, among other things, that the transferee's
acquisition of a Class P Certificate, will not constitute or result in a
non-exempt prohibited transaction under Section 406 of 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 undertaken in the Agreement, all in
accordance with Section 6.02(b) of the Agreement or (ii) a representation
letter, in the form as described by the Agreement, stating that the transferee
is not an employee benefit or other plan subject to the prohibited transaction
provisions of ERISA or Section 4975 of the Code (a "Plan"), or any other person
(including an investment manager, a named fiduciary or a trustee of any Plan)
acting, directly or indirectly, on behalf of or purchasing any Certificate with
"plan assets" of any Plan.

         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


                                       -5-
<PAGE>


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 and the Trust Fund created
thereby (other than the obligations to make payments to Certificateholders with
respect to the termination of the Agreement) shall terminate upon the earlier of
(i) the later of (A) the maturity or other liquidation (or Advance with respect
thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement, or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the terms
of the Agreement. Such optional repurchase may be made only on or after the
Distribution Date in November 2006 if on such Distribution Date the aggregate
Stated Principal Balance of the Mortgage Loans is less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date. The exercise
of such right will effect the early retirement of the Certificates. In no event,
however, will the Trust Fund created by the Agreement continue beyond the
expiration of 21 years after the death of certain persons identified in the
Agreement.

         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.


                                       6
<PAGE>


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


Dated:                                          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 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.


                                       8
<PAGE>


                                   EXHIBIT A-6

                           FORM OF CLASS 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").

         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 AND 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
UNDERTAKEN IN THE AGREEMENT, ALL IN ACCORDANCE WITH 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 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

<PAGE>


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.


                                       2
<PAGE>


<TABLE>
<CAPTION>
<S>                                                        <C>
Certificate No.__

Class 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: November 1, 2004                         $______________

                                                           Initial Certificate Notional Balance of this
First Distribution Date:                                   Certificate as of the Cut-off Date:
December 25, 2004                                          $______________

Trustee: Wells Fargo Bank, National Association            CUSIP:


Assumed Final Distribution Date: October 25, 2034
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2004-AP3

         evidencing a fractional undivided interest in the distributions
         allocable to the Class 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


                                       -3-
<PAGE>


"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.

         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 Class R Certificate will be made unless the Trustee
has


                                       4
<PAGE>


received either (i) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee with respect to the permissibility of such
transfer under the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and Section 4975 of the Internal Revenue Code (the "Code") and
stating, among other things, that the transferee's acquisition and holding of a
Class R Certificate is permissible under applicable law, will not constitute or
result in a non-exempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code and will not subject the Trustee, the Depositor or the
Servicer to any obligation or liability in addition to those undertaken in the
Agreement, all in accordance with Section 6.02(b) of the Agreement or (ii) a
representation letter, in the form as described by the Agreement, stating that
the transferee is not an employee benefit or other plan subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code (a
"Plan"), or any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan.

         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


                                       -5-
<PAGE>


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 and the Trust Fund created
thereby (other than the obligations to make payments to Certificateholders with
respect to the termination of the Agreement) shall terminate upon the earlier of
(i) the later of (A) the maturity or other liquidation (or Advance with respect
thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement, or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the terms
of the Agreement. Such optional repurchase may be made only on or after the
Distribution Date in November 2006 if on such Distribution Date the aggregate
Stated Principal Balance of the Mortgage Loans is less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date. The exercise
of such right will effect the early retirement of the Certificates. In no event,
however, will the Trust Fund created by the Agreement continue beyond the
expiration of 21 years after the death of certain persons identified in the
Agreement.

         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.


                                       6
<PAGE>


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


Dated:                                          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 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.


                                       2
<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-3-1
<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
2004-AP3, Class 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:


                                       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


                              ______________, 2004


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 2004-AP3


         Re:      Nomura Asset Acceptance Corporation
                  Mortgage Pass-Through Certificates, Series 2004-AP3, 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 2004-AP3, Class _____ (the
"Certificates"), issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of November 1, 2004, 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:__________________________


                                        2
<PAGE>


                                                                      EXHIBIT F


             FORM OF INVESTOR REPRESENTATION LETTER (NON-RULE 144A)

                                ___________,2004


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 2004-AP3


         Re:      Nomura Asset Acceptance Corporation, Alternative Loan Trust,
                  Mortgage Pass-Through Certificates, Series 2004-AP3
                  ---------------------------------------------------


Ladies and Gentlemen:

         _______________ (the "Purchaser") intends to purchase from ____________
(the "Seller") $_________ Initial Certificate Principal Balance of Mortgage
Pass-Through Certificates, Series 2004-AP3, Class _____ (the "Certificates"),
issued pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of November 1, 2004, 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.


                                       2
<PAGE>


                                                Very truly yours,


                                                ________________________________
                                                (Purchaser)


                                                By:_____________________________

                                                Name:___________________________

                                                Title:__________________________


                                       F-3
<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 2004-AP3


Re:      Nomura Asset Acceptance Corporation, Alternative Loan Trust, Mortgage
         Pass-Through Certificates, Series 2004-AP3 (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.

<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


                                      G-3
<PAGE>


                           ("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
                           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 November 1, 2004,
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):____________________________

<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]

<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 November 1, 2004, 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 2004-AP3

Reference is made to the Pooling and Servicing Agreement, dated as of November
1, 2004 (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:   ____________________________

<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.


<TABLE>
<CAPTION>
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
------------------------------------------------------------------------------------------------------------
State/Jurisdiction      Name of Anti-Predatory                              Category under Applicable
                        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  ss.ss.    Covered Loan
                        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.               Covered Loan
                        Code  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,       Georgia  Fair  Lending  Act, Ga. Code Ann. ss.ss.   High Cost Home Loan
2002 - Mar. 6, 2003)    7-6A-1 et seq.

                        Effective October 1, 2002 - March 6, 2003
---------------------   -------------------------------------------------   --------------------------------
Georgia as amended      Georgia  Fair  Lending  Act, Ga.  Code Ann. ss.ss.  High Cost Home Loan
(Mar. 7, 2003           7-6A-1 et seq.
- current)
                        Effective  for loans closed on or after March 7,
                        2003
---------------------   -------------------------------------------------   --------------------------------
HOEPA Section 32        Home  Ownership  and  Equity  Protection  Act of    High Cost Loan
---------------------   -------------------------------------------------   --------------------------------
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
------------------------------------------------------------------------------------------------------------
State/Jurisdiction      Name of Anti-Predatory                              Category under Applicable
                        Lending Law/Effective Date                          Anti-Predatory Lending Law
---------------------   -------------------------------------------------   --------------------------------
<S>                     <C>                                                 <C>
                        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.  ss.ss.    High  Loan  to  Value  Consumer
                        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, ss.ss.  High Rate High Fee Mortgage
                        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. 32.00 et   High Cost Home Loan
                        seq. and 209 C.M.R. ss.ss. 40.01 et seq.

                        Effective  March 22, 2001 and amended  from time
                        to time
---------------------   -------------------------------------------------   --------------------------------
Nevada                  Assembly  Bill  No.  284, Nev. Rev. Stat. ss.ss.    Home Loan
                        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. ss.ss.  High Cost Home Loan
                        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
---------------------   -------------------------------------------------   --------------------------------
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
------------------------------------------------------------------------------------------------------------
State/Jurisdiction      Name of Anti-Predatory                              Category under Applicable
                        Lending Law/Effective Date                          Anti-Predatory Lending Law
---------------------   -------------------------------------------------   --------------------------------
<S>                     <C>                                                 <C>
                        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
---------------------   -------------------------------------------------   --------------------------------
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>


<TABLE>
<CAPTION>
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
------------------------------------------------------------------------------------------------------------
State/Jurisdiction      Name of Anti-Predatory                              Category under Applicable
                        Lending Law/Effective Date                          Anti-Predatory Lending Law
---------------------   -------------------------------------------------   --------------------------------
<S>                     <C>                                                 <C>
Georgia  (Oct.  1,      Georgia  Fair  Lending Act, Ga. Code Ann. ss.ss.    Covered Loan
2002 - Mar. 6, 2003)    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>


<TABLE>
<CAPTION>
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
------------------------------------------------------------------------------------------------------------
State/Jurisdiction      Name of Anti-Predatory                              Category under Applicable
                        Lending Law/Effective Date                          Anti-Predatory Lending Law
---------------------   -------------------------------------------------   --------------------------------
<S>                     <C>                                                 <C>
Georgia  (Oct.  1,      Georgia  Fair  Lending Act, Ga. Code Ann. ss.ss.    Home Loan
2002 - Mar. 6, 2003)    7-6A-1 et seq.

                        Effective October 1, 2002 - March 6, 2003
---------------------   -------------------------------------------------   --------------------------------
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
------------------------------------------------------------------------------------------------------------
State/Jurisdiction      Name of Anti-Predatory                              Category under Applicable
                        Lending Law/Effective Date                          Anti-Predatory Lending Law
---------------------   -------------------------------------------------   --------------------------------
<S>                     <C>                                                 <C>
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. Stat. ss.ss.   Home Loan
                        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>

<PAGE>


                                                                      EXHIBIT O


                CERTIFICATE GUARANTY INSURANCE POLICY ENDORSEMENT


Attached to and forming                           Effective Date of Endorsement:
part of Policy No. AB0824BE                                    November 30, 2004
issued to:


Wells Fargo Bank, National Association, as Trustee for the
Holders of the Nomura Asset Acceptance Corporation,
Alternative Loan Trust, Mortgage Pass-Through Certificates, Series 2004-AP3,
Class A-4, A-5A and Class A-6

         For all purposes of this Policy, the following terms shall have the
following meanings:

         "Agreement" shall mean the Pooling and Servicing Agreement, dated as of
November 1, 2004, among Nomura Asset Acceptance Corporation, as the Depositor,
GMAC Mortgage Corporation, as a Servicer, Nomura Credit & Capital, Inc., as
Seller and Wells Fargo Bank, N.A., as Trustee, as such Agreement may be amended,
modified or supplemented from time to time as set forth in the Agreement,
provided that any such amendment, modification or supplement shall have been
approved in writing by the Insurer.

         "Business Day" shall mean any day other than (i) a Saturday or a Sunday
or (ii) a day on which banking institutions in the State of New York, the
Commonwealth of Pennsylvania, the State of Minnesota, the State of Maryland, the
State in which GMAC Mortgage Corporation's servicing operations are located or
the city in which any corporate office of the Trustee under the Agreement or the
Insurer is located are authorized or obligated by law or executive order to be
closed.

         "Certificate Guarantee Insurance Policy" or "Policy" shall mean this
Certificate Guaranty Insurance Policy together with each and every endorsement
hereto.

         "Class A-4 Certificates" shall mean any one of the Certificates
designated as a Class A-4 Certificate, substantially in the form set forth in
Exhibit A-1 to the Agreement.

         "Class A-5A Certificates" shall mean any one of the Certificates
designated as a Class A-5A Certificate, substantially in the form set forth in
Exhibit A-1 to the Agreement.

         "Class A-6 Certificates" shall mean any one of the Certificates
designated as a Class A-6 Certificate, substantially in the form set forth in
Exhibit A-1 to the Agreement.

         "Distribution Date" shall mean the 25th day of any month (or if such
25th day is not a Business Day, the first Business Day immediately following)
beginning with the First Distribution Date.

         "Due for Payment" shall mean with respect to any Insured Amounts, such
amount that is due and payable pursuant to the terms of the Agreement on the
related Distribution Date.

         "Final Distribution Date" shall mean October 25, 2034.

         "First Distribution Date" shall mean December 27, 2004.

         "Guaranteed Distribution" shall mean, with respect to the Insured
Certificates as of any Distribution Date, the distribution to be made to the
Holders of the Insured Certificates in an aggregate amount equal to the sum of
(1) any shortfall in amounts available to pay interest for the related Interest
Accrual Period on the Certificate Principal Balance of the Insured Certificates
at the related Pass-Through Rate, net of any Prepayment Interest Shortfalls
allocated to the Insured Certificates and net of any Relief Act Interest
Shortfalls

<PAGE>


allocated to the Insured Certificates and (2) the Certificate Principal Balance
of the Insured Certificates to the extent unpaid on the Final Distribution Date.
A Guaranteed Distribution shall not include any Net WAC Rate Carryover Amounts,
Prepayment Interest Shortfalls or Relief Act Interest Shortfalls.

         "Holder" shall mean any person who is the registered owner or
beneficial owner of any Insured Certificate.

         "Insured Amounts" shall mean, with respect to any Distribution Date,
the Guaranteed Distribution for such Distribution Date.

         "Insured Certificates" shall mean the Class A-4 Certificates, the Class
A-5A Certificates and the Class A-6 Certificates.

         "Insured Payments" shall mean, with respect to any Distribution Date,
the aggregate amount actually paid by the Insurer to the Trustee in respect of
(i) Insured Amounts for such Distribution Date and (ii) Preference Amounts for
any given Business Day.

         "Insurer" shall mean Ambac Assurance Corporation, or any successor
thereto, as issuer of the Certificate Guaranty Insurance Policy.

         "Insurer Premium Rate" shall mean 0.09% per annum.

         "Late Payment Rate" shall mean the lesser of (a) the greater of (i) the
per annum rate of interest publicly announced from time to time by Citibank,
N.A. as its prime or base lending rate (any change in such rate of interest to
be effective on the date such change is announced by Citibank, N.A.) plus 2%,
and (ii) the highest rate of interest on any of the Insured Certificates and (b)
the maximum rate permissible under applicable usury or similar laws limiting
interest rates. The Late Payment Rate shall be computed on the basis of the
actual number of days elapsed over a year of 360 days for any Distribution Date.

         "Nonpayment" shall mean, with respect to any Distribution Date, an
Insured Amount which is Due for Payment but has not been and will not be paid in
respect of such Distribution Date pursuant to the Agreement.

         "Notice" shall mean the telephonic or telegraphic notice, promptly
confirmed in writing by telecopy substantially in the form of Exhibit A to the
Policy, the original of which is subsequently delivered by registered or
certified mail, from the Trustee specifying the Insured Amount which shall be
due and owing on the applicable Distribution Date.

         "Preference Amount" means any payment of Insured Amounts on an Insured
Certificate which has become Due for Payment and which is made to a Holder by or
on behalf of the Trustee which has been deemed a preferential transfer and
theretofore recovered from its Holder pursuant to the United States Bankruptcy
Code in accordance with a final, non-appealable order of a court of competent
jurisdiction.

         "Term of the Policy" shall mean the period from and including the date
of issuance of the Policy to and including the date on which (i) the Certificate
Principal Balance of the Insured Certificates is reduced to zero, (ii) any
period during which any payment of the Insured Certificates could have been
avoided in whole or in part as a preference payment under applicable bankruptcy,
insolvency, receivership or similar law has expired, and (iii) if any
proceedings requisite to avoidance as a preference payment have been commenced
prior to the occurrence of (i) and (ii), a final and nonappealable order in
resolution of each such proceeding has been entered.

         "Trustee" shall mean Wells Fargo Bank, National Association, or its
successor-in-interest, in its capacity as trustee under the Agreement, or if any
successor trustee or any co-trustee shall be appointed as provided therein, then
"Trustee" shall also mean such successor trustee or such co-trustee, as the case
may be, subject to the provisions thereof.

         Capitalized terms used herein and not otherwise defined shall have the
meaning assigned to them in the Agreement as of the date of execution of the
Policy, without giving effect to any subsequent amendment to or modification of
the Agreement unless such amendment or modification has been approved in writing
by the Insurer.

         As provided by the Policy, the Insurer will pay any amount payable
hereunder, other than Preference Amounts, no later than 12:00 noon, New York
City time, on the later of the Distribution Date on which the related Insured
Amount is due or the second Business Day following receipt in New York, New York
on a Business Day by the Insurer of a Notice; provided that, if such Notice is
received after 12:00 noon, New York City time, on such Business Day, it will be
deemed to be received on the following Business Day. If any such Notice is not
in proper form or is otherwise insufficient for the purpose of making a claim
under the Policy, it shall be deemed not to have

<PAGE>


been received for purposes of this paragraph, and the Insurer shall promptly so
advise the Trustee and the Trustee may submit an amended Notice.

         The Insurer shall pay any Preference Amount when due to be paid
pursuant to the Order referred to below, but in any event on the Distribution
Date next following receipt on a Business Day by the Insurer of (i) a certified
copy of a final, non-appealable order of a court or other body exercising
jurisdiction in such insolvency proceeding to the effect that the Trustee or the
Holder is required to return such Preference Amount paid during the term of this
Policy because such payments were avoided as a preferential transfer or
otherwise rescinded or required to be restored by the Trustee or the Holder (the
"Order"), (ii) a certificate by or on behalf of the Trustee that the Order has
been entered and is not subject to any stay, (iii) an assignment, in form and
substance satisfactory to the Insurer, duly executed and delivered by the
Trustee, irrevocably assigning to the Insurer all rights and claims of the
Trustee or the Holder relating to or arising under the Agreement against the
estate of the Trustee or otherwise with respect to such Preference Amount and
(iv) a Notice of Nonpayment (attached hereto as Exhibit A) appropriately
completed and executed by the Trustee. Such payment shall be disbursed to the
receiver, conservator, debtor-in-possession or trustee in bankruptcy named in
the Order, and not to the Trustee or the Holder, as applicable, directly, unless
the Trustee or the Holder, as applicable, has made a payment of the Preference
Amount to the court or such receiver, conservator, debtor-in-possession or
trustee in bankruptcy named in the Order, in which case the Insurer will pay the
Trustee on behalf of the Holder, subject to the delivery of (a) the items
refereed to in clauses (i), (ii), (iii) and (iv) above to the Insurer and (b)
evidence satisfactory to the Insurer that payment has been made to such court or
receiver, conservator, debtor-in-possession or trustee in bankruptcy named in
the Order.

         The Insurer hereby agrees that it shall be subrogated to the rights of
Holders by virtue of any previous payment under this Policy provided that no
recovery of such payment will occur unless the full amount of the Holders'
allocable distributions for such Distribution Date can be made. In so doing, the
Insurer does not waive its rights to seek full payment of all amounts owed to it
under the Agreement.

         The terms and provisions of the Agreement constitute the instrument of
assignment referred to in the second paragraph of the face of this Policy.

         A premium will be payable on this Policy as provided in Section 5.05(a)
and 12.06 of the Agreement, beginning with the First Distribution Date, in an
amount, with respect to each Distribution Date, equal to the Insurer Premium (as
defined in the Agreement).

         The Policy to which this Endorsement is attached and of which it forms
a part is hereby amended to provide that there shall be no acceleration payment
due under the Policy unless such acceleration is at the sole option of the
Insurer. The Policy is further hereby amended, to the extent necessary, to
clarify that the reference to "loss of any prepayment or any other acceleration
payment" in the fourth paragraph of the face of the Policy does not refer to
that portion of any shortfall, if any, in interest on any mortgage loan in any
month in which such mortgage loan is paid prior to its stated maturity.

         This Policy does not cover shortfalls, if any, attributable to the
liability of the Trust Fund, any REMIC or the Trustee for withholding taxes, if
any (including interest and penalties in respect of any such liability) or any
other taxes, withholding or other charge imposed by any governmental authority,
Prepayment Interest Shortfalls, Relief Act Interest Shortfalls or any Net WAC
Rate Carryover Amounts.

         Nothing herein contained shall be held to vary, alter, waive or extend
any of the terms, conditions, provisions, agreements or limitations of the above
mentioned Policy other than as above stated.

         On and after the completion of the Term of the Policy, the Policy shall
be void and of no force and effect whatsoever.

         This Policy is issued under and pursuant to, and shall be construed
under, the laws of the State of New York (without giving effect to the conflict
of laws provisions thereof).

         THIS POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY
FUND SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       9
<PAGE>


         IN WITNESS WHEREOF, Ambac Assurance Corporation has caused this
Endorsement to the Policy to be signed by its duly authorized officers.


Managing Director                               Assistant Secretary
__________________________                      __________________________

<PAGE>


                                    EXHIBIT A
                  TO THE CERTIFICATE GUARANTY INSURANCE POLICY
                               Policy No. AB0824BE


                         NOTICE OF NONPAYMENT AND DEMAND
                         FOR PAYMENT OF INSURED AMOUNTS


                                                  Date:  [    ]


Ambac Assurance Corporation
One State Street Plaza
New York, New York  10004
Attention:  General Counsel


         Reference is made to Certificate Guaranty Insurance Policy No. AB0824BE
(the "Policy") issued by Ambac Assurance Corporation ("Ambac"). Terms
capitalized herein and not otherwise defined shall have the meanings specified
in the Policy and the Pooling and Servicing Agreement, dated as of November 1,
2004, among Nomura Asset Acceptance Corporation, as the Depositor, GMAC Mortgage
Corporation, as a Servicer, Nomura Credit & Capital, Inc., as Seller and Wells
Fargo Bank, N.A., as Trustee (without regard to any amendment or supplement
thereto unless such amendment or supplement has been approved in writing by
Ambac) (the "Agreement"), as the case may be, unless the context otherwise
requires.

         The Trustee hereby certifies as follows:

A-1      THE TRUSTEE IS THE TRUSTEE UNDER THE AGREEMENT FOR THE HOLDERS.

A-2      THE RELEVANT DISTRIBUTION DATE IS [DATE].

A-3      PAYMENT ON THE INSURED CERTIFICATES IN RESPECT OF THE DISTRIBUTION DATE
         IS DUE TO BE RECEIVED ON ____________________________ UNDER THE
         AGREEMENT, IN AN AMOUNT EQUAL TO $__________.

A-4      THERE IS A SHORTFALL OF $__________ IN A GUARANTEED DISTRIBUTION IN
         RESPECT OF THE INSURED CERTIFICATES, WHICH AMOUNT IS AN INSURED AMOUNT
         PURSUANT TO THE TERMS OF THE AGREEMENT.

A-5      THE TRUSTEE HAS NOT HERETOFORE MADE A DEMAND FOR THE INSURED AMOUNT IN
         RESPECT OF THE DISTRIBUTION DATE.

A-6      THE TRUSTEE HEREBY REQUESTS THE PAYMENT OF THE INSURED AMOUNT THAT IS
         DUE FOR PAYMENT BE MADE BY AMBAC UNDER THE POLICY AND DIRECTS THAT
         PAYMENT UNDER THE POLICY BE MADE TO THE FOLLOWING ACCOUNT BY BANK WIRE
         TRANSFER OF FEDERAL OR OTHER IMMEDIATELY AVAILABLE FUNDS IN ACCORDANCE
         WITH THE TERMS OF THE POLICY TO:

______________________________________ Trustee's account number.

<PAGE>


A-7      THE TRUSTEE HEREBY AGREES THAT, FOLLOWING RECEIPT OF THE INSURED AMOUNT
         FROM AMBAC, IT SHALL (A) HOLD SUCH AMOUNTS IN TRUST AND APPLY THE SAME
         DIRECTLY TO THE DISTRIBUTION OF PAYMENT ON THE INSURED CERTIFICATES
         WHEN DUE; (B) NOT APPLY SUCH FUNDS FOR ANY OTHER PURPOSE; (C) DEPOSIT
         SUCH FUNDS TO THE INSURANCE ACCOUNT AND NOT COMMINGLE SUCH FUNDS WITH
         OTHER FUNDS HELD BY THE TRUSTEE AND (D) MAINTAIN AN ACCURATE RECORD OF
         SUCH PAYMENTS WITH RESPECT TO EACH INSURED CERTIFICATE AND THE
         CORRESPONDING CLAIM ON THE POLICY AND PROCEEDS THEREOF.

         ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE
COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM
CONTAINING ANY MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF
MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A
FRAUDULENT INSURANCE ACT, WHICH IS A CRIME AND SHALL ALSO BE SUBJECT TO A CIVIL
PENALTY NOT TO EXCEED FIVE THOUSAND DOLLARS AND THE STATED VALUE OF THE CLAIM
FOR EACH SUCH VIOLATION.


                                                [Name of Trustee]


                                                By:_____________________________


                                                Title:__________________________
                                                              (Officer)