POOLING AND SERVICING AGREEMENT

GENERAL

The certificates will be issued pursuant to the pooling and servicing agreement dated as of February 1, 2006, among the depositor, the master servicer and the trustee. Reference is made to the accompanying prospectus for important information in addition to that set forth in this prospectus supplement regarding the terms and conditions of the pooling and servicing agreement and the offered certificates. The trustee, or any of its affiliates, in its individual or any other capacity, may become the owner or pledgee of certificates with the same rights as it would have if it were not trustee. The depositor will provide a prospective or actual certificateholder, without charge, on written request, a copy, without exhibits, of the pooling and servicing agreement. Requests should be addressed to the President, Residential Asset Mortgage Products, Inc., 8400 Normandale Lake Boulevard, Suite 250, Minneapolis, Minnesota 55437. In addition to the circumstances described in the accompanying prospectus, the depositor may terminate the trustee for cause under some circumstances. See "The Agreements--The Trustee" in the accompanying prospectus.

CUSTODIAL ARRANGEMENTS

The trustee will appoint Wells Fargo Bank, N.A., to serve as custodian for the mortgage loans. The custodian is not an affiliate of the depositor, the

o calculating remittance amounts to certificateholders. The custodian will maintain mortgage loan files that contain originals of the notes. The master servicer. mortgages. o reconciling servicing activity with respect to the mortgage loans. o sending remittances to the trustee for distributions to certificateholders. . Master servicing responsibilities include: o receiving funds from subservicers. No servicer will have custodial responsibility for the mortgage loans. Only the custodian has access to these vaults. o investor and tax reporting. THE MASTER SERVICER AND SUBSERVICERS Master Servicer. an affiliate of the depositor. will be responsible for master servicing the mortgage loans. assignments and allonges either in vaults located at the sponsor's premises in Minnesota or in vaults located at premises unrelated to the sponsor's premises. A shelving and filing system segregates the files relating to the mortgage loans from other assets serviced by the master servicer.master servicer or the sponsor.

o coordinating loan repurchases. . o oversight of all servicing activity. The master servicer may. including subservicers. although any such outsourcing will not relieve the master servicer of any of its responsibilities or liabilities under the pooling and servicing agreement. o approval of loss mitigation strategies. such as foreclosure management. and o providing certain notices and other responsibilities as detailed in the pooling and servicing agreement. outsource certain of its servicing functions. from time to time. o following up with subservicers with respect to mortgage loans that are delinquent or for which servicing decisions may need to be made. S-90 424B5 92nd "Page" of 274 TOC 1st Previous Next Bottom Just 92nd o management and liquidation of mortgaged properties acquired by foreclosure or deed in lieu of foreclosure.

. o sending monthly remittance statements to borrowers. Subservicer Responsibilities. etc. see "The Agreements--Events of Default. see "Sponsor and Master Servicer" in this prospectus supplement.For a general description of the master servicer and its activities. For a general description of material terms relating to the master servicer's removal or replacement. repayment plan. Rights Upon Event of Default" in the accompanying prospectus. o recommending a loss mitigation strategy for borrowers who have defaulted on their loans (i. o accurate and timely accounting. Subservicers are generally responsible for the following duties: o communicating with borrowers. modification. reporting and remittance of the principal and interest portions of monthly installment payments to the master servicer.). o collecting payments from borrowers. together with any other sums paid by borrowers that are required to be remitted.e. foreclosure.

and filing any primary mortgage insurance claims. o calculating and reporting payoffs and liquidations. if any. o maintaining an individual file for each loan. The subservicing agreement provides that HomeComings will provide all of the services described in the preceding paragraph. and o maintaining primary mortgage insurance commitments or certificates if required. HomeComings will subservice approximately 81. if applicable. HomeComings Financial Network. o paying escrows for borrowers.7% of the mortgage loans pursuant to the terms of a subservicing agreement with the master servicer. o accurate and timely reporting of negative amortization amounts. HomeComings was incorporated as a wholly-owned subsidiary of Residential Funding Corporation in 1995 to service and . HomeComings is a Delaware corporation and has been servicing mortgage loans secured by first liens on one-to four-family residential properties since 1996. if applicable.o accurate and timely accounting and administration of escrow and impound accounts. Inc.

HomeComings acquired American Custody Corporation to begin servicing subprime mortgage loans. and in 1999 HomeComings acquired Capstead Inc. HomeComings also performs special servicing functions where the servicing responsibilities with respect to delinquent mortgage loans . The three servicing locations were integrated onto one servicing system/platform by the end of 2001 becoming one of the first servicing operations to service all loan products on one servicing system. to focus on servicing prime loans such as the mortgage loans described herein. HomeComings total servicing portfolio was 164. Approximately 85% of mortgage loans currently master serviced by Residential Funding Corporation are subserviced by HomeComings. The operations of each of the acquired companies have been integrated into HomeComings' servicing operations. and mortgage loans made to borrowers with imperfect credit histories. In 1996. In addition to servicing mortgage loans secured by first liens on one-to-four family residential properties. HomeComings services mortgage loans secured by more junior second liens on residential properties. HomeComings serviced approximately 782.S-91 424B5 93rd "Page" of 274 TOC 1st Previous Next Bottom Just 93rd originate mortgage loans. was acquired.000 mortgage loans with an aggregate principal balance of approximately $104 billion.000 loans with an aggregate principal balance of approximately $25 billion with 20% being subprime. and subprime mortgage loans. As of December 31. After Capstead Inc. 2005.

such as contacting delinquent borrowers. the issuing entity will file a Report on Form 8-K providing any required additional disclosure regarding such subservicer. See "The Agreements--Events of Default. replacement. If HomeComings engages any subservicer to subservice 10% or more of the mortgage loans.that have been serviced by third parties is transferred to HomeComings. or any subservicer performs the types of services requiring additional disclosures. HomeComings may. although any such outsourcing will not relieve HomeComings of any of its responsibilities or liabilities as a subservicer. property tax administration and hazard insurance administration. S-92 424B5 94th "Page" of 274 TOC 1st Previous Next Bottom Just 94th The following tables set forth HomeComings servicing portfolio: . outsource certain of its subservicing functions. Rights Upon Event of Default" and "--Certain Other Matters Regarding Servicing" in the accompanying prospectus for a discussion of material removal. from time to time. HomeComings' servicing activities have included the activities specified above under "--Subservicer responsibilities". resignation and transfer provisions relating to the master servicer.

651 59.62% 7.10% 53.532.55% 9.55% 44.212 $31.93% 100.64% 13.811.07% 56.537.00% 41.04% 100.97% 40.03% 100.458.96% 50.49% 11.340 Prime (1) Non-Prime (2) Total $25.060 $17.99% 25.00% 46.319.673.00% PERCENTAGE CHANGE FROM THE PRIOR YEAR --------------------------Prime (1) Non-Prime (2) Total -6.214 Total $96.000 $69.591 $42.VOLUME BY YEAR END OUTSTANDING PRINCIPAL BALANCE FIST LIEN MORTGAGES --------------------------- 2001 2002 2003 2004 --------------- 2005 --------------- --------------- --------------- --------------- Prime (1) $44.728.763.835.541.90% 100.413.862.572.53% 39.039.30% 56.891 $76.900.224.56% 58.679 $44.78% .586.00% 49.851.954.686.699 $27.44% 100.774.570.126 Non-Prime (2) $52.343.943.07% 6.47% 10.860.680 $27.139.000 $29.00% 43.384.918.71% 28.53% 15.379 $54.039.56% 27.09% 60.000 $39.102.

313 $7.25% -1.95% 2.402.00% 100.00% 100.68% S-93 424B5 95th "Page" of 274 TOC 1st Previous Next Bottom Just 95th .313 $7.00% 100.296 $7.626.00% 100.94% -2.685 $8.402.68% NA -4.442.000 $7.136.000 $7.569.VOLUME BY YEAR END OUTSTANDING PRINCIPAL BALANCE JUNIOR LIEN MORTGAGES ----------------------------------------- 2001 --------------- 2002 --------------- 2003 2004 2005 --------------- --------------- Prime (1) $7.685 100.00% 100.00% 100.95% 2.264.300.264.087 Non-Prime (2) Total $7.627.136.25% -1.087 Prime (1) Non-Prime (2) Total $8.00% 100.024.00% PERCENTAGE CHANGE FROM THE PRIOR YEAR --------------------------Prime (1) Non-Prime (2) Total NA -4.626.00% 100.442.024.94% -2.296 $7.424.300.424.00% 100.569.627.

70% 11.75% 67.83% 4.632 168.37% 100.93% 5.776 582.28% 55.286 32.770 28.077 382.72% 100.03% 24.72% 32.63% 70.85% 38.85% 26.00% 125.91% -6.549 32.817 44.77% 100.30% 52.25% 100.00% 143.VOLUME BY NUMBER OF LOANS FIRST LIEN MORTGAGES --------------------------- 2001 2002 2003 2004 2005 --------------- --------------- --------------- --------------- --------------- Prime (1) Non-Prime (2) Total Prime (1) Non-Prime (2) Total 133.46% 8.773 394.209 257.00% 187.47% 11.835 29.23% 67.297 373.70% 71.00% 150.185 301.190 484.473 523.645 341.66% 14.30% 100.72% 26.22% .63% 9.00% PERCENTAGE CHANGE FROM THE PRIOR YEAR --------------------------Prime (1) Non-Prime (2) Total -9.

High Loan to Value first lien programs and Closed End Home Equity Loans and Home Equity Revolving Credit Line junior lien programs.946 100.00% PERCENTAGE CHANGE FROM THE PRIOR YEAR --------------------------Prime (1) Non-Prime (2) Total NA -5.00% 100.031 211.585 210.38% -5.778 199.51% -0.00% 100.30% (1) Prime .778 100.946 217.00% 100.00% 217.VOLUME BY NUMBER OF LOANS JUNIOR LIEN MORTGAGES ----------------------------------------- 2001 --------------- 2002 --------------- 2003 --------------- 2004 2005 --------------- Prime (1) Non-Prime (2) Total Prime (1) Non-Prime (2) Total 228.20% -2.38% -5.20% -2.51% -0.031 100.600 228. Alt A.00% 199.585 100.Product originated under the Jumbo.00% 100. .600 100.00% 211.00% 100.30% NA -5.00% 210.

1% of the mortgage loans.Product originated under the Subprime and Negotiated Conduit Asset programs. which entered the residential mortgage loan business in 1906. ResCap is a wholly-owned subsidiary of GMAC Mortgage Group. Inc. GMAC Mortgage Corporation ("GMACM") will subservice approximately 17. GMAC entered the residential real estate finance business in 1985 through its acquisition of Colonial Mortgage Service Company. servicing operations and portfolio of Norwest Mortgage. and the loan administration.. S-94 424B5 96th "Page" of 274 TOC 1st Previous Next Bottom Just 96th GMAC Mortgage Corporation. which is a wholly-owned subsidiary of General Motors Acceptance Corporation ("GMAC"). which was formed in 1926.(2) Non-Prime . which is a wholly owned subsidiary of Residential Capital Corporation ("ResCap"). These businesses formed the original basis of what is now GMACM. . GMAC is a wholly-owned subsidiary of General Motors Corporation. GMAC Mortgage Corporation is a Pennsylvania corporation and a wholly-owned subsidiary of GMAC Residential Holding Corporation.

GMACM purchases mortgage loans originated by GMAC Bank. Its telephone number is (215) 682-1000. Horsham. which is wholly-owned by ResCap and an affiliate of GMACM. . GMAC Bank is a federal savings bank and was formed in 2001.GMACM maintains its executive and principal offices at 100 Witmer Road. In addition. Pennsylvania 19044. All of the mortgage loans that GMAC Bank originates are originated in accordance with GMACM's underwriting standards described below. The diagram below illustrates the ownership structure among the parties affiliated with GMACM.

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