                                                                                                 EXECUTION COPY



                                   RESIDENTIAL ASSET SECURITIES CORPORATION,

                                                  Depositor,

                                       RESIDENTIAL FUNDING CORPORATION,

                                               Master Servicer,

                                                      and

                                        U.S. BANK NATIONAL ASSOCIATION

                                                    Trustee





                                        POOLING AND SERVICING AGREEMENT

                                            Dated as of May 1, 2006





                          Home Equity Mortgage Asset-Backed Pass-Through Certificates

                                               Series 2006-EMX4







                                               TABLE OF CONTENTS

                                                                                                          PAGE


ARTICLE I      DEFINITIONS..................................................................3

        Section 1.01.     Definitions.......................................................3
        Section 1.02.     Determination of LIBOR...........................................41


ARTICLE II     CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES.............43

        Section 2.01.     Conveyance of Mortgage Loans.....................................43
        Section 2.02.     Acceptance by Trustee............................................46
        Section 2.03.     Representations, Warranties and Covenants of the Master Servicer and the
                          Depositor........................................................47
        Section 2.04.     Representations and Warranties of Sellers........................49
        Section 2.05.     Execution and Authentication of Certificates; Conveyance of REMIC-I Regular
                          Interests........................................................51
        Section 2.06.     Purposes and Powers of the Trust.................................51
        Section 2.07.     Agreement Regarding Ability to Disclose..........................52


ARTICLE III    ADMINISTRATION AND SERVICING OF MORTGAGE LOANS..............................53

        Section 3.01.     Master Servicer to Act as Servicer...............................53
        Section 3.02.     Subservicing Agreements Between Master Servicer and Subservicers; Enforcement
                          of Subservicers' Obligations.....................................55
        Section 3.03.     Successor Subservicers...........................................56
        Section 3.04.     Liability of the Master Servicer.................................56
        Section 3.05.     No Contractual Relationship Between Subservicer and Trustee or
                          Certificateholders...............................................57
        Section 3.06.     Assumption or Termination of Subservicing Agreements by Trustee..57
        Section 3.07.     Collection of Certain Mortgage Loan Payments; Deposits to Custodial Account57
        Section 3.08.     Subservicing Accounts; Servicing Accounts........................60
        Section 3.09.     Access to Certain Documentation and Information Regarding the Mortgage Loans
                          61
        Section 3.10.     Permitted Withdrawals from the Custodial Account.................61
        Section 3.11.     Maintenance of Primary Insurance Coverage........................63
        Section 3.12.     Maintenance of Fire Insurance and Omissions and Fidelity Coverage63
        Section 3.13.     Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements;
                          Certain Assignments..............................................64
        Section 3.14.     Realization Upon Defaulted Mortgage Loans........................66
        Section 3.15.     Trustee to Cooperate; Release of Mortgage Files..................68
        Section 3.16.     Servicing and Other Compensation; Compensating Interest..........69
        Section 3.17.     Reports to the Trustee and the Depositor.........................70
        Section 3.18.     Annual Statement as to Compliance and Servicing Assessment.......70
        Section 3.19.     Annual Independent Public Accountants' Servicing Report..........71
        Section 3.20.     Right of the Depositor in Respect of the Master Servicer.........71
        Section 3.21.     [Reserved].......................................................72
        Section 3.22.     Advance Facility.................................................72


ARTICLE IV     PAYMENTS TO CERTIFICATEHOLDERS..............................................76

        Section 4.01.     Certificate Account..............................................76
        Section 4.02.     Distributions....................................................76
        Section 4.03.     Statements to Certificateholders; Statements to Rating Agencies; Exchange Act
                          Reporting........................................................79
        Section 4.04.     Distribution of Reports to the Trustee and the Depositor; Advances by the
                          Master Servicer..................................................83
        Section 4.05.     Allocation of Realized Losses....................................84
        Section 4.06.     Reports of Foreclosures and Abandonment of Mortgaged Property....86
        Section 4.07.     Optional Purchase of Defaulted Mortgage Loans....................86
        Section 4.08.     Limited Mortgage Loan Repurchase Right...........................86
        Section 4.09.     Derivative Contracts.............................................87
        Section 4.10.     Yield Maintenance Agreement......................................88


ARTICLE V      THE CERTIFICATES............................................................89

        Section 5.01.     The Certificates.................................................89
        Section 5.02.     Registration of Transfer and Exchange of Certificates............91
        Section 5.03.     Mutilated, Destroyed, Lost or Stolen Certificates................95
        Section 5.04.     Persons Deemed Owners............................................95
        Section 5.05.     Appointment of Paying Agent......................................96


ARTICLE VI     THE DEPOSITOR AND THE MASTER SERVICER.......................................97

        Section 6.01.     Respective Liabilities of the Depositor and the Master Servicer..97
        Section 6.02.     Merger or Consolidation of the Depositor or the Master Servicer; Assignment
                          of Rights and Delegation of Duties by Master Servicer............97
        Section 6.03.     Limitation on Liability of the Depositor, the Master Servicer and Others   98
        Section 6.04.     Depositor and Master Servicer Not to Resign......................98


ARTICLE VII    DEFAULT.....................................................................99

        Section 7.01.     Events of Default................................................99
        Section 7.02.     Trustee or Depositor to Act; Appointment of Successor...........100
        Section 7.03.     Notification to Certificateholders..............................101
        Section 7.04.     Waiver of Events of Default.....................................102


ARTICLE VIII   CONCERNING THE TRUSTEE.....................................................103

        Section 8.01.     Duties of Trustee...............................................103
        Section 8.02.     Certain Matters Affecting the Trustee...........................104
        Section 8.03.     Trustee Not Liable for Certificates or Mortgage Loans...........105
        Section 8.04.     Trustee May Own Certificates....................................106
        Section 8.05.     Master Servicer to Pay Trustee's Fees and Expenses; Indemnification106
        Section 8.06.     Eligibility Requirements for Trustee............................106
        Section 8.07.     Resignation and Removal of the Trustee..........................107
        Section 8.08.     Successor Trustee...............................................108
        Section 8.09.     Merger or Consolidation of Trustee..............................108
        Section 8.10.     Appointment of Co-Trustee or Separate Trustee...................108
        Section 8.11.     Appointment of Custodians.......................................109
        Section 8.12.     Appointment of Office or Agency.................................110
        Section 8.13.     DTC Letter of Representations...................................110
        Section 8.14.     Yield Maintenance Agreement.....................................110


ARTICLE IX     TERMINATION................................................................111

        Section 9.01.     Termination Upon Purchase or Liquidation of All Mortgage Loans..111
        Section 9.02.     Additional Termination Requirements.............................114


ARTICLE X      REMIC PROVISIONS...........................................................116

        Section 10.01.    REMIC Administration............................................116
        Section 10.02.    Master Servicer, REMIC Administrator and Trustee Indemnification119


ARTICLE XI     MISCELLANEOUS PROVISIONS...................................................120

        Section 11.01.    Amendment.......................................................120
        Section 11.02.    Recordation of Agreement; Counterparts..........................122
        Section 11.03.    Limitation on Rights of Certificateholders......................122
        Section 11.04.    Governing Law...................................................123
        Section 11.05.    Notices.........................................................123
        Section 11.06.    Notices to Rating Agencies......................................124
        Section 11.07.    Severability of Provisions......................................124
        Section 11.08.    Supplemental Provisions for Resecuritization....................124
        Section 11.09.    Third-Party Beneficiary.........................................125


ARTICLE XII    COMPLIANCE WITH REGULATION AB..............................................125

        Section 12.01.    Intent of Parties; Reasonableness...............................125
        Section 12.02.    Additional Representations and Warranties of the Trustee........126
        Section 12.03.    Information to be Provided by the Trustee.......................126
        Section 12.04.    Report on Assessment of Compliance and Attestation..............127
        Section 12.05.    Indemnification; Remedies.......................................127


EXHIBIT A      FORM OF CLASS A CERTIFICATE................................................A-1


EXHIBIT B      FORM OF CLASS M CERTIFICATE................................................B-1


EXHIBIT C      FORM OF CLASS SB CERTIFICATE...............................................C-1


EXHIBIT D      FORM OF CLASS R CERTIFICATE................................................D-1


EXHIBIT E      FORM OF CUSTODIAL AGREEMENT................................................E-1


EXHIBIT F      MORTGAGE LOAN SCHEDULE.....................................................F-1


EXHIBIT G      FORM OF REQUEST FOR RELEASE................................................G-1


EXHIBIT H-1    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT.................................H-1-1


EXHIBIT H-2    FORM OF TRANSFEROR CERTIFICATE...........................................H-2-1


EXHIBIT I      FORM OF INVESTOR REPRESENTATION LETTER.....................................I-1


EXHIBIT J      FORM OF TRANSFEROR REPRESENTATION LETTER...................................J-1


EXHIBIT K      TEXT OF AMENDMENT TO POOLING AND SERVICING AGREEMENT PURSUANT TO
               SECTION 11.01(E) FOR A LIMITED GUARANTY....................................K-1


EXHIBIT L      FORM OF LIMITED GUARANTY...................................................L-1


EXHIBIT M      FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN...............M-1


EXHIBIT N      FORM OF RULE 144A INVESTMENT REPRESENTATION................................N-1


EXHIBIT O      [RESERVED].................................................................O-1


EXHIBIT P      FORM OF ERISA LETTER.......................................................P-1


EXHIBIT Q      [RESERVED].................................................................Q-1


EXHIBIT R      ASSIGNMENT AGREEMENT......................................................R-1

EXHIBIT S      SERVICING CRITERIA.........................................................S-1


EXHIBIT T-1    FORM OF 10-K CERTIFICATION...............................................T-1-1


EXHIBIT T-2    FORM OF BACK-UP CERTIFICATION............................................T-2-1


EXHIBIT U      INFORMATION TO BE PROVIDED BY THE MASTER SERVICER TO THE RATING AGENCIES RELATING TO
               REPORTABLE MODIFIED MORTGAGE LOANS.........................................U-1








        This Pooling and Servicing  Agreement,  effective as of May 1, 2006, among RESIDENTIAL ASSET SECURITIES
CORPORATION,  as the  depositor  (together  with  its  permitted  successors  and  assigns,  the  "Depositor"),
RESIDENTIAL FUNDING  CORPORATION,  as master servicer (together with its permitted  successors and assigns, the
"Master Servicer"),  and U.S. BANK NATIONAL ASSOCIATION,  a banking association organized under the laws of the
United States, as trustee (together with its permitted successors and assigns, the "Trustee").

                                            PRELIMINARY STATEMENT:

        The Depositor  intends to sell  mortgage  asset-backed  pass-through  certificates  (collectively,  the
"Certificates"),  to be issued  hereunder in fifteen  Classes,  which in the aggregate will evidence the entire
beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assets.

                                                    REMIC I

        As provided  herein,  the REMIC  Administrator  will make an election to treat the  segregated  pool of
assets  consisting of the Mortgage Loans and certain other related assets  (exclusive of the Yield  Maintenance
Agreement)  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."  Component I of the
Class R  Certificates  will  represent  the sole Class of  "residual  interests" in REMIC I for purposes of the
REMIC  Provisions  (as defined  herein) under  federal  income tax law. The following  table  irrevocably  sets
forth  the  designation,   remittance  rate  (the  "Uncertificated  REMIC I  Pass-Through  Rate")  and  initial
Uncertificated  Principal  Balance  for each of the  "regular  interests"  in  REMIC I  (the  "REMIC I  Regular
Interests").  The "latest  possible  maturity  date"  (determined  solely for purposes of  satisfying  Treasury
regulation  Section 1.860G-1(a)(4)(iii))  for each REMIC I  Regular  Interest shall be the Maturity Date.  None
of the REMIC I Regular Interests will be certificated.

                     UNCERTIFICATED
                        REMIC I              INITIAL UNCERTIFICATED
                  -------------------               REMIC I                  LATEST POSSIBLE
  DESIGNATION      PASS-THROUGH RATE           PRINCIPAL BALANCE              MATURITY DATE

      LT-1             Variable(1)           $ 684,887,002.30                 June 25, 2036
      LT-2             Variable(1)           $          23,894.18             June 25, 2036
      LT-3                0.00%              $          44,605.83             June 25, 2036
      LT-4             Variable(1)           $          44,605.83             June 25, 2036
_______________
(1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate.

                                                   REMIC II

        As provided  herein,  the REMIC  Administrator  will make an election 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.  Component  II of the Class R  Certificates  will
represent  the sole  Class of  "residual  interests"  in REMIC II  for purposes of the REMIC  Provisions  under
federal  income tax law.  The  following  table  irrevocably  sets forth the  designation,  Pass-Through  Rate,
aggregate Initial Certificate Principal Balance,  certain features,  month of Final Scheduled Distribution Date
and initial ratings for each Class of  Certificates  comprising the interests  representing "regular interests"
in REMIC II.  The "latest  possible  maturity  date"  (determined  solely for purposes of  satisfying  Treasury
Regulation  Section 1.860G-1(a)(4)(iii))  for each Class of  REMIC II  Regular  Interests shall be the Maturity
Date.

                                                                                          Month of
                                                                                            Final
                                            Aggregate Initial                             Scheduled
                             Pass-Through      Certificate                              Distribution
 Designation       Type          Rate       Principal Balance         Features              Date
                                                                                                         S&P     Moody's
  Class A-1     Regular(1)  Adjustable(2)(3) $255,871,000.00     Senior/Adjustable     February 2027    AAA       Aaa
                                                                      Rate
  Class A-2     Regular(1)  Adjustable(2)(3) $108,534,000.00     Senior/Adjustable     November 2031    AAA       Aaa
                                                                      Rate
  Class A-3     Regular(1)  Adjustable(2)(3) $120,000,000.00    Senior/Adjustable      April 2036      AAA       Aaa
                                                                      Rate
  Class A-4     Regular(1)  Adjustable(2)(3) $ 41,332,000.00    Senior/Adjustable       June 2036      AAA       Aaa
                                                                      Rate
  Class M-1     Regular(1)  Adjustable(2)(3) $ 27,743,000.00  Mezzanine/Adjustable      June 2036      AA+       Aa1
                                                                      Rate
  Class M-2     Regular(1)  Adjustable(2)(3) $ 25,002,000.00  Mezzanine/Adjustable      June 2036      AA+       Aa2
                                                                      Rate
  Class M-3     Regular(1)  Adjustable(2)(3) $ 14,385,000.00  Mezzanine/Adjustable      June 2036       AA       Aa3
                                                                      Rate
  Class M-4     Regular(1)  Adjustable(2)(3) $ 13,358,000.00  Mezzanine/Adjustable      June 2036      AA-       A1
                                                                      Rate
  Class M-5     Regular(1)  Adjustable(2)(3) $ 12,672,000.00   Mezzanine/Adjustable      June 2036       A+       A2
                                                                      Rate
  Class M-6     Regular(1)  Adjustable(2)(3) $ 12,330,000.00  Mezzanine/Adjustable      June 2036       A        A3
                                                                      Rate
  Class M-7     Regular(1)  Adjustable(2)(3) $ 11,645,000.00  Mezzanine/Adjustable      June 2036       A-      Baa1
                                                                      Rate
  Class M-8     Regular(1)  Adjustable(2)(3) $ 10,275,000.00  Mezzanine/Adjustable      June 2036      BBB+     Baa2
                                                                      Rate
  Class M-9     Regular(1)  Adjustable(2)(3) $  8,563,000.00   Mezzanine/Adjustable      June 2036      BBB      Baa3
                                                                      Rate
   Class SB     Regular          (4)         $ 23,290,108.14       Subordinate          June 2036      N/R       N/R
                   (4)



_______________

(1)     The Class A and Class M  Certificates will represent  ownership of REMIC II Regular Interests  together
    with certain  rights to payments to be made from amounts  received  under the Yield  Maintenance  Agreement
    which  will be deemed  made for  federal  income tax  purposes  outside  of  REMIC II  by the holder of the
    Class SB Certificates as the owner of the Yield Maintenance Agreement.
(2)     The  REMIC II  Regular  Interests  ownership  of  which  is  represented  by the  Class A  and  Class M
    Certificates,  will  accrue  interest  at a per  annum  rate  equal to the  lesser  of  (i) LIBOR  plus the
    applicable  Margin  and  (ii) the  Net WAC Cap Rate  and the  provisions  for the  payment  of  Basis  Risk
    Shortfalls  herein,  which payments will not be part of the  entitlement of the REMIC II Regular  Interests
    related to such Certificates.
(3)     The Class A and Class M  Certificates  will also entitle  their  holders to certain  payments  from the
    Holder of the  Class SB  Certificates  from  amounts  to which the  related  REMIC II Regular  Interest  is
    entitled and from  amounts  received  under the Yield  Maintenance  Agreement,  which will not be a part of
    their ownership of the REMIC II Regular Interests.
(4)     The Class SB  Certificates  will accrue interest as described in the definition of Accrued  Certificate
    Interest.  The Class SB  Certificates  will not accrue  interest on their  Certificate  Principal  Balance.
    The Class SB  Certificates  will represent  ownership of two REMIC II Regular  Interests,  a principal only
    regular  interest  designated  REMIC II  Regular  Interest  SB-PO and an  interest  only  regular  interest
    designated  REMIC II Regular  Interest SB-IO,  which will be entitled to distributions as set forth herein.
    The rights of the Holder of the Class SB  Certificates  to payments  from the Yield  Maintenance  Agreement
    shall be outside and apart from its rights under the REMIC II Regular Interests SB-IO and SB-PO.







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








ARTICLE I

                                                  DEFINITIONS

Section 1.01...Definitions.

        Whenever  used in this  Agreement,  the  following  words and  phrases,  unless the  context  otherwise
requires, shall have the meanings specified in this Article.

        Accrued  Certificate  Interest:  With  respect  to each  Distribution  Date and each  Class of  Class A
Certificates  and Class M  Certificates,  interest  accrued during the related  Interest  Accrual Period on the
Certificate  Principal  Balance thereof  immediately  prior to such  Distribution Date at the Pass-Through Rate
for that Distribution Date.

        The  amount of Accrued  Certificate  Interest  on each  Class of  Certificates  shall be reduced by the
amount of Prepayment  Interest  Shortfalls on the related Mortgage Loans during the prior calendar month to the
extent not covered by  Compensating  Interest  pursuant to  Section 3.16,  and by Relief Act  Shortfalls on the
related  Mortgage  Loans  during the  related  Due  Period.  All such  reductions  with  respect to the related
Mortgage  Loans will be allocated  among the  Certificates  in proportion to the amount of Accrued  Certificate
Interest payable on such Certificates on such Distribution Date absent such reductions.

        Accrued  Certificate  Interest  for any  Distribution  Date shall  further  be reduced by the  interest
portion of Realized Losses allocated to any Class of Certificates pursuant to Section 4.05.

        Accrued Certificate  Interest shall accrue on the basis of a 360-day year and the actual number of days
in the related Interest Accrual Period.

        With respect to each  Distribution  Date and the Class SB  Certificates,  interest  accrued  during the
preceding  Interest  Accrual  Period  at the  Pass-Through  Rate on the  Notional  Amount as  specified  in the
definition  of  Pass-Through  Rate,  immediately  prior to such  Distribution  Date,  reduced  by any  interest
shortfalls  with respect to the Mortgage  Loans,  including  Prepayment  Interest  Shortfalls to the extent not
covered  by   Compensating   Interest   pursuant  to   Section 3.16   or  by  Excess  Cash  Flow   pursuant  to
Section 4.02(c)(v)  and (vi).  Accrued  Certificate  Interest on the Class SB  Certificates shall accrue on the
basis of a 360-day year and the actual number of days in the related Interest Accrual Period.

        Adjusted  Mortgage  Rate:  With  respect  to any  Mortgage  Loan  and any  date of  determination,  the
Mortgage Rate borne by the related Mortgage Note, less the rate at which the related Subservicing Fee accrues.

        Adjustment  Date:  With  respect  to each  adjustable-rate  Mortgage  Loan,  each date set forth in the
related Mortgage Note on which an adjustment to the interest rate on such Mortgage Loan becomes effective.

        Advance:  With  respect to any Mortgage  Loan,  any advance  made by the Master  Servicer,  pursuant to
Section 4.04.

        Affiliate:  With respect to any Person,  any other Person  controlling,  controlled  by or under common
control  with such first  Person.  For  purposes of this  definition,  "control"  means the power to direct the
management  and  policies of such  Person,  directly or  indirectly,  whether  through the  ownership of voting
securities,  by contract or otherwise;  and the terms "controlling" and "controlled" have meanings  correlative
to the foregoing.

        Agreement:  This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.

        Amount Held for Future  Distribution:  With respect to any Distribution  Date, the total of the amounts
held in the  Custodial  Account at the close of  business  on the  preceding  Determination  Date on account of
(i) Liquidation  Proceeds,  Subsequent  Recoveries,  Insurance Proceeds,  REO Proceeds,  Principal Prepayments,
Mortgage Loan  purchases  made pursuant to  Section 2.02,  2.03,  2.04 or 4.07 and Mortgage Loan  substitutions
made  pursuant to  Section 2.03  or 2.04  received or made in the month of such  Distribution  Date (other than
such Liquidation Proceeds,  Subsequent  Recoveries,  Insurance Proceeds, REO Proceeds and purchases of Mortgage
Loans that the Master  Servicer has deemed to have been  received in the  preceding  month in  accordance  with
Section 3.07(b))  and (ii)  payments  which  represent  early  receipt of scheduled  payments of principal  and
interest due on a date or dates subsequent to the Due Date in the related Due Period.

        Appraised  Value:  With respect to any Mortgaged  Property,  the lesser of (i) the  appraised  value of
such Mortgaged  Property based upon the appraisal made at the time of the  origination of the related  Mortgage
Loan, and (ii) the sales price of the Mortgaged  Property at such time of origination,  except in the case of a
Mortgaged  Property  securing a refinanced  or modified  Mortgage  Loan as to which it is either the  appraised
value based upon the appraisal  made at the time of  origination  of the loan which was  refinanced or modified
or the appraised value determined in an appraisal at the time of refinancing or  modification,  as the case may
be.

        Assignment:  An assignment of the Mortgage,  notice of transfer or equivalent instrument, in recordable
form,  sufficient  under the laws of the  jurisdiction  wherein  the related  Mortgaged  Property is located to
reflect of record the sale of the  Mortgage  Loan to the Trustee for the benefit of  Certificateholders,  which
assignment,  notice of transfer or equivalent  instrument may be in the form of one or more blanket assignments
covering  Mortgages  secured by  Mortgaged  Properties  located in the same  county,  if  permitted  by law and
accompanied by an Opinion of Counsel to that effect.

        Assignment  Agreement:  The  Assignment  and  Assumption  Agreement,  dated the Closing  Date,  between
Residential  Funding and the Depositor relating to the transfer and assignment of the Mortgage Loans,  attached
hereto as Exhibit R.

        Available  Distribution  Amount:  With respect to any Distribution Date, an amount equal to (a) the sum
of (i) the  amount  relating  to the  Mortgage  Loans on deposit  in the  Custodial  Account as of the close of
business on the immediately  preceding  Determination Date,  including any Subsequent  Recoveries,  and amounts
deposited in the  Custodial  Account in  connection  with the  substitution  of Qualified  Substitute  Mortgage
Loans, (ii) the amount of any Advance made on the immediately  preceding  Certificate Account Deposit Date with
respect  to the  Mortgage  Loans,  (iii)  any  amount  deposited  in the  Certificate  Account  on the  related
Certificate  Account  Deposit  Date  pursuant  to the second  paragraph  of  Section 3.12(a)  in respect of the
Mortgage  Loans,  (iv) any amount that the Master  Servicer is not  permitted  to withdraw  from the  Custodial
Account  pursuant to  Section 3.16(e)  in respect of the Mortgage  Loans,  and (v) any amount  deposited in the
Certificate  Account pursuant to Section 4.07 or 9.01 in respect of the Mortgage Loans,  reduced by (b) the sum
as of the close of business on the immediately  preceding  Determination Date of (x) the Amount Held for Future
Distribution  with  respect to the  Mortgage  Loans,  and (y) amounts  permitted  to be withdrawn by the Master
Servicer from the Custodial Account in respect of the Mortgage Loans pursuant to clauses  (ii)-(x),  inclusive,
of Section 3.10(a).

        Balloon Loan:  Each of the Mortgage  Loans having an original term to maturity that is shorter than the
related amortization term.

        Balloon  Payment:  With respect to any Balloon Loan, the related  Monthly Payment payable on the stated
maturity date of such Balloon Loan.

        Bankruptcy Code:  The Bankruptcy Code of 1978, as amended.

        Basis  Risk  Shortfalls:   With  respect  to  each  Class of  the  Class  A  Certificates  and  Class M
Certificates,  and any  Distribution  Date, the sum of (a) with respect to any  Distribution  Date on which the
Net WAC Cap Rate is used to determine  the  Pass-Through  Rate of such Class,  an amount equal to the excess of
(x) Accrued  Certificate  Interest  for such  Class calculated  at a per  annum  rate  equal to LIBOR  plus the
related  Margin for such  Distribution  Date  (which  shall not exceed  14.000% per  annum),  over  (y) Accrued
Certificate  Interest  for such  Class calculated  using  the Net WAC Cap  Rate,  (b) any  shortfalls  for such
Class calculated  pursuant to clause (a)  above remaining  unpaid from prior  Distribution  Dates,  and (c) one
month's  interest on the amount in clause (b)  (based on the number of days in the preceding  Interest  Accrual
Period) at a per annum rate equal to LIBOR plus the related  Margin for such  Distribution  Date  (which  shall
not exceed 14.000% per annum).

        Book-Entry Certificate:  Any Certificate registered in the name of the Depository or its nominee.

        Business  Day:  Any  day  other  than  (i) a  Saturday  or a  Sunday  or  (ii) a day on  which  banking
institutions in the State of California,  the State of Minnesota,  the State of Texas, the State of New York or
the State of  Illinois  (and such  other  state or states in which the  Custodial  Account  or the  Certificate
Account are at the time located) are required or authorized by law or executive order to be closed.

        Capitalization  Reimbursement  Amount: With respect to any Distribution Date, the amount of Advances or
Servicing  Advances  that were added to the Stated  Principal  Balance of the  Mortgage  Loans during the prior
calendar month and  reimbursed to the Master  Servicer or  Subservicer  on or prior to such  Distribution  Date
pursuant to Section 3.10(a)(vii).

        Cash  Liquidation:  With respect to any defaulted  Mortgage Loan other than a Mortgage Loan as to which
an REO  Acquisition  occurred,  a  determination  by the Master  Servicer  that it has received  all  Insurance
Proceeds,  Liquidation  Proceeds and other payments or cash recoveries which the Master Servicer reasonably and
in good faith expects to be finally recoverable with respect to such Mortgage Loan.

        Certificate:   Any  Class A  Certificate,   Class M   Certificate,   Class SB  Certificate  or  Class R
Certificate.

        Certificate  Account:  The account or accounts created and maintained  pursuant to Section 4.01,  which
shall be  entitled  "U.S.  Bank  National  Association,  as  trustee,  in trust for the  registered  holders of
Residential Asset Securities Corporation,  Home Equity Mortgage Asset-Backed Pass-Through Certificates,  Series
2006-EMX4"  and which  account  shall be held for the  benefit of the  Certificateholders  and which must be an
Eligible Account.

        Certificate  Account  Deposit  Date:  With  respect to any  Distribution  Date,  the Business Day prior
thereto.

        Certificateholder  or Holder:  The Person in whose name a Certificate is registered in the  Certificate
Register,  except that neither a Disqualified  Organization nor a Non-United States Person shall be a holder of
a Class R  Certificate  for any  purpose  hereof.  Solely for the  purpose of giving any  consent or  direction
pursuant to this Agreement,  any Certificate,  other than a Class R Certificate,  registered in the name of the
Depositor,  the  Master  Servicer  or any  Subservicer  or any  Affiliate  thereof  shall be  deemed  not to be
outstanding and the Percentage  Interest or Voting Rights evidenced  thereby shall not be taken into account in
determining  whether the  requisite  amount of Percentage  Interests or Voting  Rights  necessary to effect any
such  consent or direction  has been  obtained.  All  references  herein to  "Holders" or  "Certificateholders"
shall  reflect  the rights of  Certificate  Owners as they may  indirectly  exercise  such  rights  through the
Depository and participating  members thereof,  except as otherwise specified herein;  provided,  however, that
the Trustee shall be required to recognize as a "Holder" or  "Certificateholder"  only the Person in whose name
a Certificate is registered in the Certificate Register.

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

        Certificate Principal Balance:  With respect to any Class A Certificate or Class M Certificate,  on any
date of  determination,  an amount equal to (i) the Initial  Certificate  Principal Balance of such Certificate
as  specified  on the  face  thereof,  minus  (ii)  the  sum of (x) the  aggregate  of all  amounts  previously
distributed  with  respect to such  Certificate  (or any  predecessor  Certificate)  and  applied to reduce the
Certificate  Principal  Balance thereof  pursuant to Section 4.02(c) and (y) the aggregate of all reductions in
Certificate  Principal  Balance  deemed  to have  occurred  in  connection  with  Realized  Losses  which  were
previously allocated to such Certificate (or any predecessor  Certificate)  pursuant to Section 4.05; provided,
that with respect to any  Distribution  Date, the Certificate  Principal  Balance of any  outstanding  Class of
Class A  Certificates and Class M Certificates (with respect to the Class A  Certificates,  on a pro rata basis
based on the amount of Realized  Loss  previously  allocated  thereto and  remaining  unreimbursed)  to which a
Realized Loss was previously  allocated and remains  unreimbursed will be increased,  to the extent of Realized
Losses  previously  allocated  thereto  and  remaining  unreimbursed,  but  only to the  extent  of  Subsequent
Recoveries  received during the preceding  calendar  month.  With respect to any Class SB  Certificate,  on any
date of determination,  an amount equal to the Percentage  Interest  evidenced by such Certificate,  multiplied
by an amount  equal to (i) the  excess,  if any,  of (A) the then  aggregate  Stated  Principal  Balance of the
Mortgage  Loans over (B) the then  aggregate  Certificate  Principal  Balance of the Class A  Certificates  and
Class M  Certificates  then  outstanding,  which represents the sum of (i) the Initial Principal Balance of the
REMIC II Regular  Interest  SB-PO,  as reduced by Realized  Losses  allocated  thereto and payments deemed made
thereon,  and (ii) accrued and unpaid  interest on the REMIC II Regular  Interest SB-IO, as reduced by Realized
Losses allocated thereto.  The Class R Certificates will not have a Certificate Principal Balance.

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

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

        Class A Certificates:  Collectively,  the Class A-1  Certificates,  Class A-2  Certificates,  Class A-3
Certificates and Class A-4 Certificates.

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

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

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

        Class A-1   Certificate:   Any  one  of  the  Class A-1   Certificates  executed  by  the  Trustee  and
authenticated by the Certificate  Registrar  substantially  in the form annexed hereto as Exhibit A,  senior to
the Class M  Certificates,  Class SB Certificates and Class R  Certificates  with respect to distributions  and
the allocation of Realized  Losses as set forth in  Section 4.05,  and  evidencing an interest  designated as a
"regular interest" in REMIC II for purposes of the REMIC Provisions.

        Class A-1 Margin:  0.040% per annum.

        Class A-2   Certificate:   Any  one  of  the  Class A-2   Certificates  executed  by  the  Trustee  and
authenticated by the Certificate  Registrar  substantially  in the form annexed hereto as Exhibit A,  senior to
the Class M  Certificates,  Class SB  Certificates and Class R  Certificates  with respect to distributions and
the allocation of Realized  Losses as set forth in  Section 4.05,  and  evidencing an interest  designated as a
"regular interest" in REMIC II for purposes of the REMIC Provisions.

        Class A-2 Margin:  0.110% per annum.

        Class A-3   Certificate:   Any  one  of  the  Class A-3   Certificates  executed  by  the  Trustee  and
authenticated by the Certificate  Registrar  substantially  in the form annexed hereto as Exhibit A,  senior to
the Class M  Certificates,  Class  SB Certificates and Class R  Certificates  with respect to distributions and
the allocation of Realized  Losses as set forth in  Section 4.05,  and  evidencing an interest  designated as a
"regular interest" in REMIC III for purposes of the REMIC Provisions.

        Class A-3  Margin:  Initially,  0.160% per annum, and on any Distribution  Date on and after the second
Distribution Date after the first possible Optional Termination Date, 0.320% per annum.

        Class A-4   Certificate:   Any  one  of  the  Class A-4   Certificates  executed  by  the  Trustee  and
authenticated by the Certificate  Registrar  substantially  in the form annexed hereto as Exhibit A,  senior to
the Class M  Certificates,  Class  SB Certificates and Class R  Certificates  with respect to distributions and
the allocation of Realized  Losses as set forth in  Section 4.05,  and  evidencing an interest  designated as a
"regular interest" in REMIC III for purposes of the REMIC Provisions.

        Class A-4  Margin:  Initially,  0.230% per annum, and on any Distribution  Date on and after the second
Distribution Date after the first possible Optional Termination Date, 0.460% per annum.

        Class M Certificates:  Collectively,  the Class M-1  Certificates,  Class M-2  Certificates,  Class M-3
Certificates,  Class M-4 Certificates,  Class M-5 Certificates, Class M-6 Certificates, Class M-7 Certificates,
Class M-8 Certificates and Class M-9 Certificates.

        Class M-1   Certificate:   Any  one  of  the  Class M-1   Certificates  executed  by  the  Trustee  and
authenticated  by the  Certificate  Registrar  substantially  in the form  annexed  hereto  as  Exhibit B,  and
evidencing  (i) an  interest  designated  as a  "regular  interest"  in  REMIC II  for  purposes  of the  REMIC
Provisions and (ii) the right to receive payments under the Yield Maintenance Agreement.

        Class M-1  Margin:  Initially,  0.280% per annum, and on any Distribution  Date on and after the second
Distribution Date after the first possible Optional Termination Date, 0.420% per annum.

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

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

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

        Class M-2   Certificate:   Any  one  of  the  Class M-2   Certificates  executed  by  the  Trustee  and
authenticated  by the  Certificate  Registrar  substantially  in the form  annexed  hereto  as  Exhibit B,  and
evidencing  (i) an  interest  designated  as a  "regular  interest"  in  REMIC II  for  purposes  of the  REMIC
Provisions and (ii) the right to receive payments under the Yield Maintenance Agreement.

        Class M-2  Margin:  Initially,  0.300% per annum, and on any Distribution  Date on and after the second
Distribution Date after the first possible Optional Termination Date, 0.450% per annum.

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

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

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

        Class M-3   Certificate:   Any  one  of  the  Class M-3   Certificates  executed  by  the  Trustee  and
authenticated  by the  Certificate  Registrar  substantially  in the form  annexed  hereto  as  Exhibit B,  and
evidencing  (i) an  interest  designated  as a  "regular  interest"  in  REMIC II  for  purposes  of the  REMIC
Provisions and (ii) the right to receive payments under the Yield Maintenance Agreement.

        Class M-3  Margin:  Initially,  0.320% per annum, and on any Distribution  Date on and after the second
Distribution Date after the first possible Optional Termination Date, 0.480% per annum.

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

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

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

        Class M-4   Certificate:   Any  one  of  the  Class M-4   Certificates  executed  by  the  Trustee  and
authenticated  by the  Certificate  Registrar  substantially  in the form  annexed  hereto  as  Exhibit B,  and
evidencing  (i) an  interest  designated  as a  "regular  interest"  in  REMIC II  for  purposes  of the  REMIC
Provisions and (ii) the right to receive payments under the Yield Maintenance Agreement.

        Class M-4  Margin:  Initially,  0.350% per annum, and on any Distribution  Date on and after the second
Distribution Date after the first possible Optional Termination Date, 0.525% per annum.

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

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

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

        Class M-5   Certificate:   Any  one  of  the  Class M-5   Certificates  executed  by  the  Trustee  and
authenticated  by the  Certificate  Registrar  substantially  in the form  annexed  hereto  as  Exhibit B,  and
evidencing  (i) an  interest  designated  as a  "regular  interest"  in  REMIC II  for  purposes  of the  REMIC
Provisions and (ii) the right to receive payments under the Yield Maintenance Agreement.

        Class M-5  Margin:  Initially,  0.390% per annum, and on any Distribution  Date on and after the second
Distribution Date after the first possible Optional Termination Date, 0.585% per annum.

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

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

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

        Class M-6   Certificate:   Any  one  of  the  Class M-6   Certificates  executed  by  the  Trustee  and
authenticated  by the  Certificate  Registrar  substantially  in the form  annexed  hereto  as  Exhibit B,  and
evidencing  (i) an  interest  designated  as a  "regular  interest"  in  REMIC II  for  purposes  of the  REMIC
Provisions and (ii) the right to receive payments under the Yield Maintenance Agreement.

        Class M-6  Margin:  Initially,  0.480% per annum, and on any Distribution  Date on and after the second
Distribution Date after the first possible Optional Termination Date, 0.720% per annum.

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

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

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

        Class M-7   Certificate:   Any  one  of  the  Class M-7   Certificates  executed  by  the  Trustee  and
authenticated  by the  Certificate  Registrar  substantially  in the form  annexed  hereto  as  Exhibit B,  and
evidencing  (i) an  interest  designated  as a  "regular  interest"  in  REMIC II  for  purposes  of the  REMIC
Provisions and (ii) the right to receive payments under the Yield Maintenance Agreement.

        Class M-7  Margin:  Initially,  0.900% per annum, and on any Distribution  Date on and after the second
Distribution Date after the first possible Optional Termination Date, 1.350% per annum.

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

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

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

        Class M-8   Certificate:   Any  one  of  the  Class M-8   Certificates  executed  by  the  Trustee  and
authenticated  by the  Certificate  Registrar  substantially  in the form  annexed  hereto  as  Exhibit B,  and
evidencing  (i) an  interest  designated  as a  "regular  interest"  in  REMIC II  for  purposes  of the  REMIC
Provisions and (ii) the right to receive payments under the Yield Maintenance Agreement.

        Class M-8  Margin:  Initially,  1.100% per annum, and on any Distribution  Date on and after the second
Distribution Date after the first possible Optional Termination Date, 1.650% per annum.

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

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

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

        Class M-9   Certificate:   Any  one  of  the  Class M-9   Certificates  executed  by  the  Trustee  and
authenticated  by the  Certificate  Registrar  substantially  in the form  annexed  hereto  as  Exhibit B,  and
evidencing  (i) an  interest  designated  as a  "regular  interest"  in  REMIC II  for  purposes  of the  REMIC
Provisions and (ii) the right to receive payments under the Yield Maintenance Agreement.

        Class M-9  Margin:  Initially,  2.000% per annum, and on any Distribution  Date on and after the second
Distribution Date after the first possible Optional Termination Date, 3.000% per annum.

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

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

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

        Class R Certificate:  Any one of the Class R Certificates  executed by the Trustee and authenticated by
the  Certificate  Registrar  substantially  in the form annexed  hereto as Exhibit D and evidencing an interest
designated as a "residual interest" in a REMIC for purposes of the REMIC Provisions.

        Class SB  Certificate:  Any one of the Class SB  Certificates executed by the Trustee and authenticated
by the Certificate  Registrar  substantially in the form annexed hereto as Exhibit C,  subordinate to the Class
A Certificates  and Class M Certificates  with respect to  distributions  and the allocation of Realized Losses
as set forth in Section  4.05,  and  evidencing  an  interest  comprised  of  "regular  interests"  in REMIC II
together  with  certain  rights to payments  under the Yield  Maintenance  Agreement  for purposes of the REMIC
Provisions.

        Closing Date:  May 25, 2006.

        Code:  The Internal Revenue Code of 1986.

        Commission:  The Securities and Exchange Commission.

        Compensating  Interest:  With respect to any Distribution  Date, any amount paid by the Master Servicer
in accordance with Section 3.16(f).

        Corporate  Trust  Office:  The  principal  office of the  Trustee at which at any  particular  time its
corporate  trust business with respect to this  Agreement  shall be  administered,  which office at the date of
the  execution of this  instrument  is located at U.S. Bank  National  Association,  EP-MN-WS3D,  60 Livingston
Avenue, St. Paul, Minnesota 55107, Attn: Structured Finance/RASC 2006-EMX4.

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

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

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

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

        Custodian:  Wells  Fargo Bank,  N.A.,  or any  successor  custodian  appointed  pursuant to a Custodial
Agreement.

        Cut-off Date:  May 1, 2006.

        Cut-off Date Balance:  $685,000,108.14.

        Cut-off Date  Principal  Balance:  With  respect to any Mortgage  Loan,  the unpaid  principal  balance
thereof at the Cut-off Date after giving  effect to all  installments  of principal due on or prior thereto (or
due in the month of the Cut-off Date), whether or not received.

        Debt  Service  Reduction:  With respect to any Mortgage  Loan,  a reduction  in the  scheduled  Monthly
Payment for such  Mortgage  Loan by a court of  competent  jurisdiction  in a proceeding  under the  Bankruptcy
Code, except such a reduction  constituting a Deficient  Valuation or any reduction that results in a permanent
forgiveness of principal.

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

        Definitive Certificate:  Any definitive, fully registered Certificate.

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

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

        Depositor:  As defined in the preamble hereto.

        Depository:  The Depository  Trust Company,  or any successor  Depository  hereafter named. The nominee
of  the  initial  Depository  for  purposes  of  registering  those  Certificates  that  are  to be  Book-Entry
Certificates  is Cede & Co.  The  Depository  shall at all times be a  "clearing  corporation"  as  defined  in
Section 8-102(a)(5)  of the  Uniform  Commercial  Code  of  the  State  of New  York  and a  "clearing  agency"
registered pursuant to the provisions of Section 17A of the Exchange Act.

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

        Derivative  Contract:  Any ISDA Master Agreement,  together with the related Schedule and Confirmation,
entered into by the Trustee and a Derivative Counterparty in accordance with Section 4.09.

        Derivative Counterparty:  Any counterparty to a Derivative Contract as provided in Section 4.09

        Destroyed  Mortgage Note: A Mortgage Note the original of which was  permanently  lost or destroyed and
has not been replaced.

        Determination  Date: With respect to any Distribution  Date, the 20th day (or if such 20th day is not a
Business Day, the Business Day  immediately  following such 20th day) of the month of the related  Distribution
Date.

        Disqualified   Organization:   Any  organization   defined  as  a  "disqualified   organization"  under
Section 860E(e)(5)  of the Code,  including,  if not otherwise included,  any of the following:  (i) the United
States,  any State or political  subdivision  thereof,  any possession of the United  States,  or any agency or
instrumentality  of any of the foregoing  (other than an  instrumentality  which is a corporation if all of its
activities  are  subject to tax and,  except for  Freddie  Mac, a  majority  of its board of  directors  is not
selected by such governmental unit), (ii) a foreign government, any international  organization,  or any agency
or instrumentality of any of the foregoing,  (iii) any organization  (other than certain farmers'  cooperatives
described  in  Section 521  of the  Code)  which  is  exempt  from the tax  imposed  by  Chapter  1 of the Code
(including  the tax imposed by  Section 511 of the Code on unrelated  business  taxable  income) and (iv) rural
electric  and  telephone  cooperatives  described  in   Section 1381(a)(2)(C)   of  the  Code.  A  Disqualified
Organization  also includes any "electing large  partnership," as defined in Section 775(a) of the Code and any
other  Person so  designated  by the Trustee  based upon an Opinion of Counsel that the holding of an Ownership
Interest  in a Class R  Certificate  by such  Person  may cause any  REMIC or any  Person  having an  Ownership
Interest  in any  Class of  Certificates  (other  than such  Person) to incur a  liability  for any federal tax
imposed under the Code that would not  otherwise be imposed but for the Transfer of an Ownership  Interest in a
Class R  Certificate  to such Person.  The terms  "United  States,"  "State" and  "international  organization"
shall have the meanings set forth in Section 7701 of the Code or successor provisions.

        Distribution  Date:  The 25th day of any  month  beginning  in June  2006 or, if such 25th day is not a
Business Day, the Business Day immediately following such 25th day.

        DTC  Letter:  The Letter of  Representations,  dated May 24,  2006,  among the Trustee on behalf of the
Trust Fund, U.S. Bank National Association, in its individual capacity as agent thereunder and the Depository.

        Due Date: With respect to any  Distribution  Date and any Mortgage Loan, the day during the related Due
Period on which the Monthly Payment is due.

        Due Period:  With respect to any Distribution Date, the calendar month of such Distribution Date.

        Eligible  Account:  An  account  that  is  any of  the  following:  (i)  maintained  with a  depository
institution  the debt  obligations  of which  have  been  rated by each  Rating  Agency in its  highest  rating
available,  or (ii) an account or  accounts  in a  depository  institution  in which  such  accounts  are fully
insured to the limits  established by the FDIC,  provided that any deposits not so insured shall, to the extent
acceptable  to each Rating  Agency,  as  evidenced  in writing,  be  maintained  such that (as  evidenced by an
Opinion of Counsel  delivered to the Trustee and each Rating  Agency) the  registered  Holders of  Certificates
have a claim with  respect to the funds in such  account or a perfected  first  security  interest  against any
collateral  (which shall be limited to Permitted  Investments)  securing  such funds that is superior to claims
of any other depositors or creditors of the depository  institution  with which such account is maintained,  or
(iii) in the case of the  Custodial  Account,  a trust account or accounts  maintained  in the corporate  trust
department of U.S. Bank National  Association,  or (iv) in the case of the Certificate Account, a trust account
or accounts maintained in the corporate trust department of U.S. Bank National  Association,  or (v) an account
or accounts of a  depository  institution  acceptable  to each Rating  Agency (as  evidenced in writing by each
Rating  Agency  that use of any such  account as the  Custodial  Account or the  Certificate  Account  will not
reduce the rating  assigned to any Class of  Certificates by such Rating Agency below the  then-current  rating
assigned to such Certificates by such Rating Agency).

        Eligible  Master  Servicing  Compensation:  With  respect  to any  Distribution  Date,  the  lesser  of
(a) one-twelfth  of 0.125% of the Stated Principal Balance of the related Mortgage Loans immediately  preceding
such  Distribution  Date and (b) the sum of the  Servicing  Fee and all income and gain on amounts  held in the
Custodial  Account  and the  Certificate  Account and payable to the  Certificateholders  with  respect to such
Distribution  Date;  provided that for purposes of this  definition the amount of the Servicing Fee will not be
reduced pursuant to Section 7.02(a) except as may be required pursuant to the last sentence of such Section.

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

        Event of Default:  As defined in Section 7.01.

        Excess Cash Flow: With respect to any  Distribution  Date, an amount equal to the sum of (A) the excess
of (i) the  Available  Distribution  Amount for that  Distribution  Date over (ii) the sum of (a) the  Interest
Distribution  Amount for that Distribution Date and (b) the lesser of (1) the aggregate  Certificate  Principal
Balance of Class A  Certificates and Class M  Certificates  immediately prior to such Distribution Date and (2)
the Principal  Remittance  Amount for that  Distribution  Date to the extent not applied to pay interest on the
Class A  Certificates  and  Class M  Certificates  on such  Distribution  Date,  (B) the  Overcollateralization
Reduction Amount,  if any, for that Distribution Date and (C) any Yield Maintenance  Agreement Payment received
by the Trustee for that Distribution Date.

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

        Exchange Act:  The Securities Exchange Act of 1934, as amended.

        Expense Fee Rate:  With respect to any Mortgage  Loan as of any date of  determination,  the sum of the
applicable Servicing Fee Rate and the per annum rate at which the applicable Subservicing Fee accrues.

        Fannie Mae: Fannie Mae, a federally  chartered and privately owned  corporation  organized and existing
under the Federal National Mortgage Association Charter Act, or any successor thereto.

        FDIC:  Federal Deposit Insurance Corporation or any successor thereto.

        Final  Distribution  Date:  The  Distribution  Date on which the final  distribution  in respect of the
Certificates  will be made pursuant to Section 9.01,  which Final  Distribution Date shall in no event be later
than the end of the 90-day liquidation period described in Section 9.02.

        Final Scheduled  Distribution  Date: Solely for purposes of the face of the  Certificates,  as follows:
with respect to the Class A-1  Certificates,  the Distribution Date occurring in February 2027; with respect to
the  Class A-2  the  Distribution  Date  occurring  in  November  2031;  with  respect  to  the  Class A-3  the
Distribution  Date  occurring in April 2036; and with respect to the Class A-4  Certificates  and each Class of
Class M  Certificates,  the Distribution  Date occurring in June 2036. No event of default under this Agreement
will arise or become  applicable  solely by reason of the  failure to retire the entire  Certificate  Principal
Balance  of any  Class of  Class A  Certificates  or  Class M  Certificates  on or before  its Final  Scheduled
Distribution Date.

        Fitch:  Fitch Ratings, or its successors in interest.

        Foreclosure  Profits:  With  respect to any  Distribution  Date or related  Determination  Date and any
Mortgage Loan, the excess,  if any, of Liquidation  Proceeds,  Insurance  Proceeds and REO Proceeds (net of all
amounts  reimbursable  therefrom  pursuant  to  Section 3.10(a)(ii))  in respect of each  Mortgage  Loan or REO
Property for which a Cash  Liquidation or REO Disposition  occurred in the related  Prepayment  Period over the
sum of the unpaid principal  balance of such Mortgage Loan or REO Property  (determined,  in the case of an REO
Disposition,  in accordance  with  Section 3.14)  plus accrued and unpaid interest at the Mortgage Rate on such
unpaid  principal  balance from the Due Date to which  interest was last paid by the Mortgagor to the first day
of the month following the month in which such Cash Liquidation or REO Disposition occurred.

        Form 10-K Certification:  As defined in Section 4.03(e).

        Freddie Mac: Freddie Mac, a corporate  instrumentality  of the United States created and existing under
Title III of the Emergency Home Finance Act of 1970, as amended, or any successor thereto.

        Gross Margin:  With respect to each  adjustable-rate  Mortgage Loan, the fixed  percentage set forth in
the related  Mortgage Note and indicated on the Mortgage Loan Schedule as the "NOTE MARGIN,"  which  percentage
is added to the related Index on each  Adjustment  Date to determine  (subject to rounding in  accordance  with
the related  Mortgage  Note,  the Periodic Cap, the Maximum  Mortgage Rate and the Minimum  Mortgage  Rate) the
interest rate to be borne by such Mortgage Loan until the next Adjustment Date.

        HUD:  The United States Department of Housing and Urban Development.

        Independent:  When used with respect to any  specified  Person,  means such a Person who (i) is in fact
independent of the Depositor,  the Master  Servicer and the Trustee,  or any Affiliate  thereof,  (ii) does not
have any direct financial  interest or any material indirect  financial  interest in the Depositor,  the Master
Servicer or the Trustee or in an Affiliate thereof,  and (iii) is not connected with the Depositor,  the Master
Servicer or the Trustee as an officer, employee,  promoter,  underwriter,  trustee, partner, director or person
performing similar functions.

        Index: With respect to any  adjustable-rate  Mortgage Loan and as to any Adjustment Date therefor,  the
related index as stated in the related Mortgage Note.

        Initial  Certificate  Principal  Balance:  With respect to each Class of  Certificates  (other than the
Class R  Certificates),  the Certificate Principal Balance of such Class of Certificates as of the Closing Date
as set forth in the Preliminary Statement hereto.

        Insurance  Proceeds:  Proceeds paid in respect of the Mortgage Loans pursuant to any Primary  Insurance
Policy or any other  related  insurance  policy  covering a Mortgage  Loan,  to the extent  such  proceeds  are
payable to the mortgagee under the Mortgage,  any  Subservicer,  the Master Servicer or the Trustee and are not
applied to the  restoration of the related  Mortgaged  Property or released to the Mortgagor in accordance with
the procedures that the Master Servicer would follow in servicing mortgage loans held for its own account.

        Interest  Accrual Period:  With respect to the  Distribution  Date in June 2006, the period  commencing
the Closing Date and ending on the day preceding the  Distribution  Date in June 2006,  and with respect to any
Distribution  Date after the Distribution  Date in June 2006, the period commencing on the Distribution Date in
the month  immediately  preceding  the month in which  such  Distribution  Date  occurs  and  ending on the day
preceding such Distribution Date.

        Interest   Distribution   Amount:   For  any  Distribution   Date,  the  amounts  payable  pursuant  to
Section 4.02(c)(i) and (ii).

        Interim Certification:  As defined in Section 2.02.

        Late  Collections:  With  respect to any Mortgage  Loan,  all amounts  received  during any Due Period,
whether as late  payments of Monthly  Payments or as Insurance  Proceeds,  Liquidation  Proceeds or  otherwise,
which  represent late payments or collections of Monthly  Payments due but delinquent for a previous Due Period
and not previously recovered.

        LIBOR:  With respect to any  Distribution  Date, the arithmetic  mean of the London  interbank  offered
rate quotations for one-month U.S. Dollar  deposits,  expressed on a per annum basis,  determined in accordance
with Section 1.02.

        LIBOR  Business  Day:  Any day other  than (i) a  Saturday  or  Sunday  or (ii) a day on which  banking
institutions in London, England are required or authorized by law to be closed.
        LIBOR Certificates:  Collectively, the Class A Certificates and Class M Certificates.

        LIBOR Rate  Adjustment  Date:  With respect to each  Distribution  Date,  the second LIBOR Business Day
immediately preceding the commencement of the related Interest Accrual Period.

        Limited Repurchase Right Holder:  RFC Asset Holdings II, Inc., or its successor.

        Liquidation  Proceeds:  Amounts  (other than  Insurance  Proceeds)  received by the Master  Servicer in
connection  with the taking of an entire  Mortgaged  Property  by  exercise  of the power of eminent  domain or
condemnation  or in  connection  with the  liquidation  of a defaulted  Mortgage Loan through  trustee's  sale,
foreclosure sale or otherwise, other than REO Proceeds and Subsequent Recoveries.

        Loan-to-Value  Ratio: As of any date, the fraction,  expressed as a percentage,  the numerator of which
is the  current  principal  balance  of the  related  Mortgage  Loan  at the  date  of  determination  and  the
denominator of which is the Appraised Value of the related Mortgaged Property.

        Margin: The Class A-1 Margin,  Class A-2 Margin,  Class A-3 Margin, Class A-4 Margin, Class M-1 Margin,
Class M-2 Margin,  Class M-3 Margin,  Class M-4 Margin,  Class M-5 Margin,  Class M-6 Margin, Class M-7 Margin,
Class M-8 Margin or Class M-9 Margin, as applicable.

        Marker Rate: With respect to the Class SB  Certificates or the REMIC II  Regular Interest SB-IO and any
Distribution Date, a per annum rate equal to two (2) times the weighted average of the  Uncertificated  REMIC I
Pass-Through Rates for REMIC I Regular Interest LT2 and REMIC I Regular Interest LT3.

        Master Servicer:  As defined in the preamble hereto.

        Maturity Date: With respect to each Class of  Certificates  representing  ownership of REMIC II Regular
Interests or REMIC I Regular  Interests  issued by each of REMIC I and REMIC II  the latest  possible  maturity
date,  solely  for  purposes  of   Section 1.860G-1(a)(4)(iii)  of  the  Treasury  Regulations,  by  which  the
Certificate Principal Balance of each such Class of  Certificates  representing a regular interest in the Trust
Fund  would be  reduced  to zero,  which is,  for each  such  regular  interest,  June 25,  2036,  which is the
Distribution Date occurring in the month following the last scheduled monthly payment of the Mortgage Loans.

        Maximum  Mortgage  Rate:  With  respect  to any  adjustable-rate  Mortgage  Loan,  the per  annum  rate
indicated on the Mortgage Loan  Schedule as the "NOTE  CEILING,"  which rate is the maximum  interest rate that
may be applicable to such Mortgage Loan at any time during the life of such Mortgage Loan.

        Maximum  Net  Mortgage  Rate:  With  respect  to any  adjustable-rate  Mortgage  Loan  and any  date of
determination,  the Maximum  Mortgage Rate minus the Expense Fee Rate. With respect to any fixed-rate  Mortgage
Loan and any date of determination, the Net Mortgage Rate.

        MERS: Mortgage Electronic  Registration  Systems,  Inc., a corporation organized and existing under the
laws of the State of Delaware, or any successor thereto.

        MERS(R)System:  The system of recording transfers of Mortgages electronically maintained by MERS.

        MIN:  The Mortgage Identification Number for Mortgage Loans registered with MERS on the MERS(R)System.

        Minimum  Mortgage Rate:  With respect to any  adjustable-rate  Mortgage Loan, a per annum rate equal to
the greater of (i) the  Note Margin and (ii) the rate  indicated  on the  Mortgage  Loan  Schedule as the "NOTE
FLOOR,"  which rate may be  applicable  to such  Mortgage  Loan at any time  during  the life of such  Mortgage
Loan.

        Modified Mortgage Loan:  Any Mortgage Loan that has been the subject of a Servicing Modification.

        Modified  Net  Mortgage  Rate:  With  respect to any  Mortgage  Loan that is the subject of a Servicing
Modification,  the Net Mortgage  Rate minus the rate per annum by which the Mortgage Rate on such Mortgage Loan
was reduced.

        MOM Loan:  With respect to any Mortgage  Loan,  MERS acting as the  mortgagee  of such  Mortgage  Loan,
solely as nominee for the originator of such Mortgage Loan and its successors and assigns,  at the  origination
thereof.

        Monthly  Payment:  With respect to any Mortgage Loan  (including  any REO Property) and the Due Date in
any Due  Period,  the  payment of  principal  and  interest  due thereon in  accordance  with the  amortization
schedule  at the time  applicable  thereto  (after  adjustment,  if any,  for  Curtailments  and for  Deficient
Valuations  occurring prior to such Due Date but before any adjustment to such amortization  schedule by reason
of any  bankruptcy,  other than a Deficient  Valuation,  or similar  proceeding  or any  moratorium  or similar
waiver or grace  period and before any  Servicing  Modification  that  constitutes  a reduction of the interest
rate on such Mortgage Loan).

        Moody's:  Moody's Investors Service, Inc., or its successors in interest.

        Mortgage:  With  respect  to each  Mortgage  Note,  the  mortgage,  deed of trust  or other  comparable
instrument  creating a first or junior lien on an estate in fee simple or leasehold  interest in real  property
securing a Mortgage Note.

        Mortgage File: The mortgage documents listed in Section 2.01  pertaining to a particular  Mortgage Loan
and any additional documents required to be added to the Mortgage File pursuant to this Agreement.

        Mortgage  Loans:  Such of the  mortgage  loans  transferred  and  assigned to the  Trustee  pursuant to
Section 2.01  as from  time to time are held or deemed to be held as a part of the  Trust  Fund,  the  Mortgage
Loans  originally so held being  identified in the initial  Mortgage Loan  Schedule,  and Qualified  Substitute
Mortgage  Loans held or deemed  held as part of the Trust Fund  including,  without  limitation,  each  related
Mortgage Note, Mortgage and Mortgage File and all rights appertaining thereto.

        Mortgage Loan Schedule:  The lists of the Mortgage Loans attached  hereto as Exhibit F (as amended from
time to time to reflect the addition of Qualified  Substitute  Mortgage Loans),  which lists shall set forth at
a minimum the following information as to each Mortgage Loan:

(i)     the Mortgage Loan identifying number ("RFC LOAN #");

(ii)    [reserved];

(iii)   the maturity of the Mortgage Note ("MATURITY  DATE," or "MATURITY DT");

(iv)    for the adjustable-rate Mortgage Loans, the Mortgage Rate as of origination ("ORIG RATE");

(v)     the Mortgage Rate as of the Cut-off Date ("CURR RATE");

(vi)    the Net Mortgage Rate as of the Cut-off Date ("CURR NET");

(vii)   the scheduled monthly payment of principal,  if any, and interest as of the Cut-off Date ("ORIGINAL P &
             I" or "CURRENT P & I");

(viii)  the Cut-off Date Principal Balance ("PRINCIPAL BAL");

(ix)    the Loan-to-Value Ratio at origination ("LTV");

(x)     a code "T," "BT" or "CT" under the column "LN  FEATURE,"  indicating  that the Mortgage Loan is secured
             by a second or  vacation  residence  (the  absence  of any such code  means the  Mortgage  Loan is
             secured by a primary residence);

(xi)    a code "N" under the column "OCCP CODE,"  indicating  that the Mortgage  Loan is secured by a non-owner
             occupied  residence  (the absence of any such code means the Mortgage  Loan is secured by an owner
             occupied residence);

(xii)   for the adjustable-rate Mortgage Loans, the Maximum Mortgage Rate ("NOTE CEILING");

(xiii)  for the adjustable-rate Mortgage Loans, the maximum Net Mortgage Rate ("NET CEILING");

(xiv)   for the adjustable-rate Mortgage Loans, the Note Margin ("NOTE MARGIN");

(xv)    for the adjustable-rate  Mortgage Loans, the first Adjustment Date after the Cut-off Date ("NXT INT CHG
             DT");

(xvi)   for the adjustable-rate Mortgage Loans, the Periodic Cap ("PERIODIC DECR" or "PERIODIC INCR");

(xvii)  [reserved]; and

(xviii) for the  adjustable-rate  Mortgage Loans,  the rounding of the semi-annual or annual  adjustment to the
             Mortgage Rate ("NOTE METHOD").

        Such  schedules  may consist of multiple  reports that  collectively  set forth all of the  information
required.

        Mortgage  Note:  The  originally  executed  note or  other  evidence  of  indebtedness  evidencing  the
indebtedness of a Mortgagor under a Mortgage Loan, together with any modification thereto.

        Mortgage  Rate:  With respect to any Mortgage  Loan,  the interest  rate borne by the related  Mortgage
Note,  or  any  modification  thereto  other  than  a  Servicing   Modification.   The  Mortgage  Rate  on  the
adjustable-rate  Mortgage  Loans will adjust on each  Adjustment  Date to equal the sum (rounded to the nearest
multiple of  one-eighth  of one percent  (0.125%) or up to the nearest  one-eighth  of one  percent,  which are
indicated by a "U" on the Mortgage Loan  Schedule,  except in the case of the  adjustable-rate  Mortgage  Loans
indicated by an "X" on the Mortgage Loan Schedule under the heading "NOTE  METHOD"),  of the related Index plus
the Note  Margin,  in each case subject to the  applicable  Periodic  Cap,  Maximum  Mortgage  Rate and Minimum
Mortgage Rate.

        Mortgaged Property:  The underlying real property securing a Mortgage Loan.

        Mortgagor:  The obligor on a Mortgage Note.

        Net  Mortgage  Rate:  With respect to any Mortgage  Loan as of any date of  determination,  a per annum
rate equal to the Mortgage Rate for such Mortgage Loan as of such date minus the related Expense Fee Rate.

        Net WAC Cap Rate: With respect to any  Distribution  Date, the product of (i) a per annum rate equal to
the weighted  average of the Net Mortgage Rates (or, if applicable,  the Modified Net Mortgage Rates) using the
Net  Mortgage  Rates in effect for the  Monthly  Payments  due on such  Mortgage  Loans  during the related Due
Period,  weighted on the basis of the respective  Stated Principal  Balances thereof for such Distribution Date
and (ii) a fraction equal to 30 divided by the actual number of days in the related Interest Accrual Period.

        Non-United States Person:  Any Person other than a United States Person.

        Nonrecoverable  Advance:  Any Advance  previously made or proposed to be made by the Master Servicer or
Subservicer  in respect of a Mortgage  Loan  (other  than a Deleted  Mortgage  Loan)  which,  in the good faith
judgment of the Master  Servicer,  will not, or, in the case of a proposed  Advance,  would not, be  ultimately
recoverable by the Master Servicer from related Late Collections,  Insurance Proceeds,  Liquidation Proceeds or
REO Proceeds.  To the extent that any Mortgagor is not obligated  under the related  Mortgage  documents to pay
or reimburse any portion of any Servicing  Advances that are outstanding  with respect to the related  Mortgage
Loan as a result of a modification of such Mortgage Loan by the Master  Servicer,  which forgives amounts which
the Master Servicer or Subservicer had previously  advanced,  and the Master Servicer  determines that no other
source of payment or  reimbursement  for such  advances is available to it, such  Servicing  Advances  shall be
deemed  to be  Nonrecoverable  Advances.  The  determination  by  the  Master  Servicer  that  it  has  made  a
Nonrecoverable  Advance  shall be evidenced by a certificate  of a Servicing  Officer,  Responsible  Officer or
Vice  President or its  equivalent or senior officer of the Master  Servicer,  delivered to the Depositor,  the
Trustee,  and the Master Servicer setting forth such  determination,  which shall include any other information
or reports  obtained  by the Master  Servicer  such as property  operating  statements,  rent  rolls,  property
inspection  reports  and  engineering  reports,  which may support  such  determinations.  Notwithstanding  the
above,  the Trustee shall be entitled to rely upon any  determination  by the Master  Servicer that any Advance
previously  made is a  Nonrecoverable  Advance  or that any  proposed  Advance,  if made,  would  constitute  a
Nonrecoverable Advance.

        Nonsubserviced  Mortgage  Loan:  Any  Mortgage  Loan that,  at the time of  reference  thereto,  is not
subject to a Subservicing Agreement.

        Note Margin:  With respect to each  adjustable-rate  Mortgage Loan,  the fixed  percentage set forth in
the related  Mortgage Note and indicated on the Mortgage Loan Schedule as the "NOTE MARGIN,"  which  percentage
is added to the Index on each  Adjustment  Date to  determine  (subject  to  rounding  in  accordance  with the
related  Mortgage  Note,  the  Periodic  Cap,  the Maximum  Mortgage  Rate and the Minimum  Mortgage  Rate) the
interest rate to be borne by such adjustable-rate Mortgage Loan until the next Adjustment Date.

        Notional  Amount:  With respect to the Class SB  Certificates or the REMIC II  Regular  Interest SB-IO,
immediately  prior to any  Distribution  Date, the aggregate of the  Uncertificated  Principal  Balances of the
REMIC I Regular Interests.

        Officers'  Certificate:  A  certificate  signed by the  Chairman of the Board,  the  President,  a Vice
President,  Assistant Vice President,  Director,  Managing Director, the Treasurer, the Secretary, an Assistant
Treasurer  or an  Assistant  Secretary  of the  Depositor  or the  Master  Servicer,  as the case  may be,  and
delivered to the Trustee, as required by this Agreement.

        Opinion of Counsel:  A written  opinion of counsel  acceptable  to the Trustee and the Master  Servicer
and which  counsel  may be counsel  for the  Depositor  or the Master  Servicer,  provided  that any Opinion of
Counsel  (i)  referred  to  in  the  definition  of  "Disqualified   Organization"  or  (ii)  relating  to  the
qualification  of any  REMIC  hereunder  as a REMIC  or  compliance  with the  REMIC  Provisions  must,  unless
otherwise specified, be an opinion of Independent counsel.

        Optional  Termination  Date:  Any  Distribution  Date on or after  which the Stated  Principal  Balance
(after giving  effect to  distributions  to be made on such  Distribution  Date) of the Mortgage  Loans is less
than 10.00% of the Cut-off Date Balance.

        Outstanding  Mortgage Loan: With respect to the Due Date in any Due Period,  a Mortgage Loan (including
an REO  Property)  that was not the  subject  of a  Principal  Prepayment  in  Full,  Cash  Liquidation  or REO
Disposition  and that was not  purchased,  deleted  or  substituted  for  prior  to such Due Date  pursuant  to
Section 2.02, 2.03, 2.04 or 4.07.

        Overcollateralization  Amount:  With respect to any Distribution  Date, the excess,  if any, of (a) the
aggregate  Stated  Principal  Balance of the Mortgage Loans before giving effect to  distributions of principal
to be made on such  Distribution  Date over (b) the  aggregate  Certificate  Principal  Balance of the  Class A
Certificates and Class M Certificates immediately prior to such date.

        Overcollateralization Floor:  An amount equal to the product of 0.50% and the Cut-off Date Balance.

        Overcollateralization  Increase  Amount:  With  respect  to any  Distribution  Date,  the lesser of (a)
Excess Cash Flow for that  Distribution  Date (to the extent not used to cover the amounts described in clauses
(iv) and (v) of the  definition  of Principal  Distribution  Amount as of such  Distribution  Date) and (b) the
excess  of  (1)  the  Required   Overcollateralization   Amount  for  such   Distribution  Date  over  (2)  the
Overcollateralization Amount for such Distribution Date.

        Overcollateralization  Reduction  Amount:  With  respect to any  Distribution  Date on which the Excess
Overcollateralization  Amount  is,  after  taking  into  account  all  other  distributions  to be made on such
Distribution Date, greater than zero, the  Overcollateralization  Reduction Amount shall be equal to the lesser
of (i) the Excess  Overcollateralization  Amount for that Distribution  Date and (ii) the Principal  Remittance
Amount on such Distribution Date.

        Ownership  Interest:  With  respect to any  Certificate,  any  ownership  or security  interest in such
Certificate,  including any interest in such Certificate as the Holder thereof and any other interest  therein,
whether direct or indirect, legal or beneficial, as owner or as pledgee.

        Pass-Through  Rate: With respect to each Class of  Class A  Certificates  and Class M  Certificates and
any  Distribution  Date,  the least of (i) a per annum  rate equal to LIBOR  plus the  related  Margin for such
Distribution Date, (ii) 14.000% per annum and (iii) the Net WAC Cap Rate for such Distribution Date.

        With respect to the Class SB  Certificates and any  Distribution  Date or the REMIC II Regular Interest
SB-IO,  a per annum rate equal to the  percentage  equivalent of a fraction,  the numerator of which is the sum
of the amounts  calculated  pursuant to clauses (i) through (iii) below,  and the  denominator  of which is the
aggregate  principal  balance of the REMIC I Regular  Interests.  For purposes of calculating the  Pass-Through
Rate for the Class SB  Certificates or the REMIC II  Regular  Interest SB-IO, the numerator is equal to the sum
of the following components:

               (i)    the  Uncertificated  Pass-Through Rate for REMIC I Regular Interest LT1 minus the related
        Marker Rate,  applied to a notional  amount equal to the  Uncertificated  Principal  Balance of REMIC I
        Regular Interest LT1;

               (ii)   the  Uncertificated  Pass-Through Rate for REMIC I Regular Interest LT2 minus the related
        Marker Rate,  applied to a notional  amount equal to the  Uncertificated  Principal  Balance of REMIC I
        Regular Interest LT2; and

               (iii)  the  Uncertificated  Pass-Through  Rate for REMIC I Regular  Interest LT4 minus twice the
        related Marker Rate,  applied to a notional  amount equal to the  Uncertificated  Principal  Balance of
        REMIC I Regular Interest LT4.

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

        Percentage  Interest:  With respect to any Class A  Certificate or Class M  Certificate,  the undivided
percentage  ownership interest in the related  Class evidenced by such Certificate,  which percentage ownership
interest shall be equal to the Initial  Certificate  Principal Balance thereof divided by the aggregate Initial
Certificate  Principal  Balance of all of the  Certificates  of the same Class.  The  Percentage  Interest with
respect to a Class SB Certificate or Class R Certificate shall be stated on the face thereof.

        Periodic Cap: With respect to each  adjustable-rate  Mortgage  Loan,  the periodic rate cap that limits
the increase or the decrease of the related  Mortgage Rate on any Adjustment  Date pursuant to the terms of the
related Mortgage Note.

        Permitted Investments:  One or more of the following:

        (i)    obligations  of or guaranteed as to principal and interest by the United States or any agency or
               instrumentality  thereof  when such  obligations  are backed by the full faith and credit of the
               United States;

        (ii)   repurchase  agreements on  obligations  specified in clause (i) maturing not more than one month
               from the date of  acquisition  thereof,  provided  that the unsecured  obligations  of the party
               agreeing to  repurchase  such  obligations  are at the time rated by each  Rating  Agency in its
               highest short-term rating available;

        (iii)  federal funds,  certificates of deposit, demand deposits, time deposits and bankers' acceptances
               (which  shall  each have an  original  maturity  of not more  than 90 days  and,  in the case of
               bankers'  acceptances,  shall in no event have an  original  maturity of more than 365 days or a
               remaining  maturity  of more than 30 days)  denominated  in United  States  dollars  of any U.S.
               depository  institution or trust company incorporated under the laws of the United States or any
               state thereof or of any domestic  branch of a foreign  depository  institution or trust company;
               provided that the debt  obligations of such depository  institution or trust company at the date
               of acquisition  thereof have been rated by each Rating Agency in its highest  short-term  rating
               available;  and, provided further that, if the original maturity of such short-term  obligations
               of a domestic branch of a foreign depository  institution or trust company shall exceed 30 days,
               the  short-term  rating of such  institution  shall be A-1+ in the case of  Standard & Poor's if
               Standard & Poor's is a Rating Agency;

        (iv)   commercial paper and demand notes (having original  maturities of not more than 365 days) of any
               corporation  incorporated  under the laws of the United States or any state thereof which on the
               date of  acquisition  has been rated by each  Rating  Agency in its  highest  short term  rating
               available;  provided that such commercial paper and demand notes shall have a remaining maturity
               of not more than 30 days;

        (v)    a money market fund or a qualified  investment  fund rated by each Rating  Agency in its highest
               long-term rating available (which may be managed by the Trustee or one of its Affiliates); and

        (vi)   other  obligations  or  securities  that are  acceptable  to each  Rating  Agency as a Permitted
               Investment  hereunder and will not reduce the rating  assigned to any Class of  Certificates  by
               such Rating Agency below the  then-current  rating assigned to such  Certificates by such Rating
               Agency, as evidenced in writing;

provided,  however,  that no instrument shall be a Permitted Investment if it represents,  either (1) the right
to receive only interest  payments with respect to the underlying  debt  instrument or (2) the right to receive
both principal and interest  payments  derived from  obligations  underlying  such instrument and the principal
and interest  payments  with respect to such  instrument  provide a yield to maturity  greater than 120% of the
yield to maturity at par of such underlying  obligations.  References herein to the highest rating available on
unsecured  long-term  debt shall mean AAA in the case of Standard & Poor's and Aaa in the case of Moody's,  and
for purposes of this Agreement,  any references herein to the highest rating available on unsecured  commercial
paper and short-term debt  obligations  shall mean the following:  A-1 in the case of Standard & Poor's and P-1
in the case of Moody's;  provided,  however, that any Permitted Investment that is a short-term debt obligation
rated A-1 by Standard & Poor's must satisfy the following additional  conditions:  (i) the total amount of debt
from A-1 issuers must be limited to the investment of monthly principal and interest  payments  (assuming fully
amortizing  collateral);  (ii) the total  amount of A-1  investments  must not  represent  more than 20% of the
aggregate  outstanding  Certificate  Principal  Balance of the Certificates and each investment must not mature
beyond 30 days;  (iii) the terms of the debt must have a predetermined  fixed dollar amount of principal due at
maturity that cannot vary; and (iv) if the investments  may be liquidated  prior to their maturity or are being
relied on to meet a certain  yield,  interest must be tied to a single  interest rate index plus a single fixed
spread (if any) and must move  proportionately  with that index.  Any Permitted  Investment may be purchased by
or through the Trustee or its Affiliates.

        Permitted Transferee:  Any Transferee of a Class R Certificate,  other than a Disqualified Organization
or Non-United States Person.

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

        Prepayment  Assumption:  With  respect  to the  Class A  Certificates  and  Class M  Certificates,  the
prepayment  assumption  to be used for  determining  the accrual of  original  issue  discount  and premium and
market  discount  on such  Certificates  for  federal  income  tax  purposes,  which  (a) with  respect  to the
fixed-rate  Mortgage  Loans,  assumes a  constant  prepayment  rate of  one-tenth  of 23% per annum of the then
outstanding  Stated Principal  Balance of the fixed-rate  Mortgage Loans in the first month of the life of such
Mortgage  Loans and an additional  one-tenth of 23% per annum in each month  thereafter  until the tenth month,
and  beginning  in the tenth  month and in each month  thereafter  during the life of the  fixed-rate  Mortgage
Loans,  a  constant  prepayment  rate of 23% per annum  each  month  ("23%  HEP") and (b) with  respect  to the
adjustable-rate  Mortgage Loans assumes a prepayment  assumption of 2% of the constant prepayment rate in month
one,  increasing by approximately  2.545% from month 2 until month 12,  a constant  prepayment rate of 30% from
month 12 to month 22, a constant  prepayment  rate of 50% from month 23 to month 27, and a constant  prepayment
rate of 35%  thereafter,  used for  determining  the accrual of original  issue discount and premium and market
discount on the Class A  Certificates and Class M  Certificates  for federal income tax purposes.  The constant
prepayment  rate  assumes  that the  stated  percentage  of the  outstanding  Stated  Principal  Balance of the
adjustable-rate Mortgage Loans is prepaid over the course of a year.

        Prepayment  Interest  Shortfall:  With respect to any  Distribution  Date and any Mortgage  Loan (other
than a Mortgage Loan relating to an REO  Property)  that was the subject of (a) a Principal  Prepayment in Full
during the related  Prepayment  Period,  an amount  equal to the excess of one month's  interest at the related
Net  Mortgage  Rate (or  Modified  Net  Mortgage  Rate in the case of a Modified  Mortgage  Loan) on the Stated
Principal  Balance of such  Mortgage  Loan over the amount of interest  (adjusted  to the related Net  Mortgage
Rate (or Modified Net Mortgage  Rate in the case of a Modified  Mortgage  Loan)) paid by the Mortgagor for such
Prepayment  Period to the date of such  Principal  Prepayment  in Full or (b) a  Curtailment  during  the prior
calendar  month,  an amount  equal to one month's  interest at the related Net  Mortgage  Rate (or Modified Net
Mortgage Rate in the case of a Modified Mortgage Loan) on the amount of such Curtailment.

        Prepayment  Period:  With respect to any  Distribution  Date, the calendar month preceding the month of
distribution.

        Primary  Insurance  Policy:  Each  primary  policy of mortgage  guaranty  insurance  as  indicated by a
numeric code on the Mortgage  Loan  Schedule  with the exception of code "A23," "A34" or "A96" under the column
"MI CO CODE."

        Principal  Distribution  Amount: With respect to any Distribution Date, the lesser of (a) the excess of
(x) the sum of (A) the  Available  Distribution  Amount and (B) with respect to clauses  (b)(v) and (vi) below,
the Yield  Maintenance  Agreement  Payment  for that  Distribution  Date,  over (y) the  Interest  Distribution
Amount, and (b) the sum of:

(i)     the  principal  portion of each Monthly  Payment  received or Advanced  with respect to the related Due
           Period on each Outstanding Mortgage Loan;

(ii)    the Stated Principal Balance of any Mortgage Loan repurchased  during the related Prepayment Period (or
           deemed to have been so repurchased in accordance  with  Section 3.07(b))  pursuant to  Section 2.02,
           2.03,  2.04 or  4.07  and  the  amount  of any  shortfall  deposited  in the  Custodial  Account  in
           connection  with the  substitution  of a Deleted  Mortgage  Loan  pursuant to  Section 2.03  or 2.04
           during the related Prepayment Period;

(iii)   the principal portion of all other unscheduled  collections,  other than Subsequent Recoveries,  on the
           Mortgage  Loans  (including,  without  limitation,  Principal  Prepayments  in  Full,  Curtailments,
           Insurance  Proceeds,  Liquidation  Proceeds and REO Proceeds) received during the related Prepayment
           Period  (or  deemed to have been so  received)  to the extent  applied  by the  Master  Servicer  as
           recoveries of principal of the Mortgage Loans pursuant to Section 3.14;

(iv)    the lesser of (1) Subsequent  Recoveries for such  Distribution  Date and (2) the principal  portion of
           any  Realized  Losses  allocated  to any  Class of  Certificates  on a prior  Distribution  Date and
           remaining unpaid;

(v)     the lesser of (1) the Excess Cash Flow for such  Distribution  Date (to the extent not used pursuant to
           clause (iv) of this  definition  on such  Distribution  Date) and (2) the  principal  portion of any
           Realized  Losses  incurred (or deemed to have been  incurred) on any Mortgage  Loans in the calendar
           month preceding such Distribution Date; and

(vi)       the lesser of (1) the Excess Cash Flow for that  Distribution  Date (to the extent not used pursuant
           to  clauses   (iv)  and  (v)  of  this   definition   on  such   Distribution   Date)  and  (2)  the
           Overcollateralization Increase Amount for such Distribution Date;

minus

(vii)   (A) the amount of any  Overcollateralization  Reduction Amount for such  Distribution  Date and (B) the
           amount of any Capitalization Reimbursement Amount for such Distribution Date.

        Principal  Prepayment:  Any payment of  principal  or other  recovery on a Mortgage  Loan,  including a
recovery that takes the form of  Liquidation  Proceeds or Insurance  Proceeds,  which is received in advance of
its scheduled Due Date and is not accompanied by an amount as to interest  representing  scheduled  interest on
such payment due on any date or dates in any month or months subsequent to the month of prepayment.

        Principal  Prepayment in Full:  Any Principal  Prepayment  made by a Mortgagor of the entire  principal
balance of a Mortgage Loan.

        Principal  Remittance  Amount:  With respect to any Distribution Date, all amounts described in clauses
(b)(i) through (iii) of the definition of Principal Distribution Amount for that Distribution Date.

        Program Guide:  The AlterNet  Seller Guide as incorporated  into the  Residential  Funding Seller Guide
for mortgage  collateral  sellers that participate in Residential  Funding's  AlterNet  Mortgage  Program,  and
Residential  Funding's  Servicing Guide and any other subservicing  arrangements which Residential  Funding has
arranged to  accommodate  the servicing of the Mortgage Loans and in each case all  supplements  and amendments
thereto published by Residential Funding.

        Purchase  Price:  With  respect to any  Mortgage  Loan (or REO  Property)  required to be or  otherwise
purchased on any date pursuant to  Section 2.02,  2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of
the Stated Principal Balance thereof plus the principal portion of any related  unreimbursed  Advances and (ii)
unpaid  accrued  interest at either (a) the Adjusted  Mortgage  Rate (or Modified Net Mortgage Rate in the case
of a Modified  Mortgage Loan) plus the rate per annum at which the Servicing Fee is  calculated,  or (b) in the
case of a purchase  made by the Master  Servicer,  at the Net Mortgage  Rate (or Modified Net Mortgage  Rate in
the case of a Modified  Mortgage Loan), in each case on the Stated  Principal  Balance thereof to the first day
of the  month  following  the  month of  purchase  from the Due Date to  which  interest  was last  paid by the
Mortgagor.  With respect to any Mortgage  Loan (or REO Property)  required to be or otherwise  purchased on any
date  pursuant  to  Section 4.08,  an  amount  equal to the  greater  of (i) the sum of (a) 100% of the  Stated
Principal  Balance  thereof plus the principal  portion of any related  unreimbursed  Advances of such Mortgage
Loan (or REO Property) and (b) unpaid  accrued  interest at either (1) the Adjusted  Mortgage Rate (or Modified
Net Mortgage Rate in the case of a Modified  Mortgage  Loan) plus the rate per annum at which the Servicing Fee
is  calculated,  or (2) in the case of a purchase  made by the Master  Servicer,  at the Net Mortgage  Rate (or
Modified Net  Mortgage  Rate in the case of a Modified  Mortgage  Loan),  in each case on the Stated  Principal
Balance  thereof  to the first  day of the month  following  the month of  purchase  from the Due Date to which
interest  was  last  paid by the  Mortgagor,  and  (ii) the fair  market  value of such  Mortgage  Loan (or REO
Property).

        Qualified  Substitute  Mortgage  Loan:  A  Mortgage  Loan  substituted  by  Residential  Funding or the
Depositor  for a Deleted  Mortgage  Loan which  must,  on the date of such  substitution,  as  confirmed  in an
Officers' Certificate  delivered to the Trustee, (i) have an outstanding principal balance,  after deduction of
the  principal  portion  of  the  monthly  payment  due in the  month  of  substitution  (or in the  case  of a
substitution  of more than one Mortgage Loan for a Deleted  Mortgage Loan, an aggregate  outstanding  principal
balance,  after such  deduction),  not in excess of the Stated  Principal  Balance of the Deleted Mortgage Loan
(the amount of any shortfall to be deposited by Residential  Funding,  in the Custodial Account in the month of
substitution);  (ii) have a Mortgage  Rate and a Net Mortgage Rate no lower than and not more than 1% per annum
higher than the Mortgage  Rate and Net Mortgage  Rate,  respectively,  of the Deleted  Mortgage  Loan as of the
date of substitution;  (iii) have a Loan-to-Value  Ratio at the time of substitution no higher than that of the
Deleted  Mortgage Loan at the time of  substitution;  (iv) have a remaining term to stated maturity not greater
than  (and not more  than one year  less  than)  that of the  Deleted  Mortgage  Loan;  (v)  comply  with  each
representation  and  warranty  set forth in  Sections  2.03 and 2.04  hereof and  Section 4  of the  Assignment
Agreement,  (other than the  representations  and  warranties  set forth  therein with respect to the number of
loans  (including the related  percentage)  in excess of zero which meet or do not meet a specified  criteria);
(vi) not be 30 days or more  Delinquent;  (vii) not be subject to the  requirements of HOEPA (as defined in the
Assignment  Agreement);  (viii)  have a policy of title  insurance,  in the form and amount that is in material
compliance  with the Program  Guide,  that was effective as of the closing of such Mortgage  Loan, is valid and
binding,  and remains in full force and effect,  unless the  Mortgage  Property is located in the State of Iowa
where an attorney's  certificate has been provided as described in the Program Guide;  (ix) if the Deleted Loan
is not a Balloon Loan,  not be a Balloon  Loan;  (x) with respect to adjustable  rate  Mortgage  Loans,  have a
Mortgage  Rate that  adjusts  with the same  frequency  and based  upon the same  Index as that of the  Deleted
Mortgage Loan; (xi) with respect to adjustable  rate Mortgage  Loans,  have a Note Margin not less than that of
the Deleted  Mortgage  Loan;  (xii) with respect to adjustable  rate Mortgage  Loans,  have a Periodic Rate Cap
that is equal to that of the Deleted  Mortgage  Loan;  (xiii) with respect to adjustable  rate Mortgage  Loans,
have a next  Adjustment  Date no later than that of the Deleted  Mortgage  Loan, and (xiv) be secured by a lien
with the same lien priority as the Deleted Loan.

        Rating  Agency:  Each of Standard & Poor's and  Moody's.  If any agency or a successor  is no longer in
existence,  "Rating  Agency"  shall be such  statistical  credit rating  agency,  or other  comparable  Person,
designated  by the  Depositor,  notice  of which  designation  shall be given  to the  Trustee  and the  Master
Servicer.

        Realized Loss:  With respect to each Mortgage Loan (or REO Property) as to which a Cash  Liquidation or
REO Disposition has occurred,  an amount (not less than zero) equal to (i) the Stated Principal  Balance of the
Mortgage  Loan (or REO  Property) as of the date of Cash  Liquidation  or REO  Disposition,  plus (ii) interest
(and REO Imputed  Interest,  if any) at the Net Mortgage  Rate from the Due Date as to which  interest was last
paid or advanced to  Certificateholders  up to the last day of the month in which the Cash  Liquidation (or REO
Disposition)  occurred on the Stated  Principal  Balance of such Mortgage  Loan (or REO  Property)  outstanding
during  each Due  Period  that such  interest  was not paid or  advanced,  minus  (iii) the  proceeds,  if any,
received during the month in which such Cash Liquidation (or REO Disposition)  occurred,  to the extent applied
as recoveries of interest at the Net Mortgage  Rate and to principal of the Mortgage  Loan,  net of the portion
thereof  reimbursable  to the Master Servicer or any Subservicer  with respect to related  Advances,  Servicing
Advances  or other  expenses  as to which the Master  Servicer or  Subservicer  is  entitled  to  reimbursement
thereunder  but which have not been  previously  reimbursed.  With respect to each  Mortgage  Loan which is the
subject of a Servicing  Modification,  (a) (1) the amount by which the interest portion of a Monthly Payment or
the  principal  balance of such  Mortgage  Loan was reduced or (2) the sum of any other amounts owing under the
Mortgage Loan that were forgiven and that  constitute  Servicing  Advances that are  reimbursable to the Master
Servicer or a  Subservicer,  and (b) any such amount with  respect to a Monthly  Payment that was or would have
been due in the month  immediately  following the month in which a Principal  Prepayment or the Purchase  Price
of such  Mortgage  Loan is received or is deemed to have been  received.  With  respect to each  Mortgage  Loan
which has become the subject of a Deficient  Valuation,  the  difference  between the principal  balance of the
Mortgage Loan  outstanding  immediately  prior to such  Deficient  Valuation  and the principal  balance of the
Mortgage  Loan as reduced by the Deficient  Valuation.  With respect to each Mortgage Loan which has become the
object of a Debt Service  Reduction,  the amount of such Debt  Service  Reduction.  Notwithstanding  the above,
neither a Deficient  Valuation nor a Debt Service  Reduction  shall be deemed a Realized Loss hereunder so long
as the Master  Servicer has notified the Trustee in writing  that the Master  Servicer is  diligently  pursuing
any remedies that may exist in connection  with the  representations  and warranties made regarding the related
Mortgage  Loan and  either  (A) the  related  Mortgage  Loan is not in  default  with  regard to  payments  due
thereunder  or (B)  delinquent  payments of principal  and  interest  under the related  Mortgage  Loan and any
premiums on any applicable  primary hazard  insurance policy and any related escrow payments in respect of such
Mortgage Loan are being  advanced on a current basis by the Master  Servicer or a  Subservicer,  in either case
without giving effect to any Debt Service Reduction.

        Realized  Losses  allocated  to the  Class SB  Certificates  shall be  allocated  first to the REMIC II
Regular  Interest SB-IO in reduction of the accrued but unpaid  interest  thereon until such accrued and unpaid
interest  shall have been reduced to zero and then to the REMIC II  Regular  Interest SB-PO in reduction of the
Principal Balance thereof.

        To the extent the Master  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
recoveries  are  applied to reduce  the  Certificate  Principal  Balance  of any Class of  Certificates  on any
Distribution Date.

        Record  Date:  With  respect to each  Distribution  Date and the LIBOR  Certificates,  the Business Day
immediately  preceding such  Distribution  Date. With respect to each  Distribution  Date and the  Certificates
(other  than the LIBOR  Certificates),  the  close of  business  on the last  Business  Day of the  month  next
preceding  the month in which the related  Distribution  Date  occurs,  except in the case of the first  Record
Date which shall be the Closing Date.

        Reference Bank Rate:  As defined in Section 1.02.

        Regular Certificates:  The Class A Certificates, Class M Certificates and Class SB Certificates.

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

        Relief Act: The  Servicemembers  Civil Relief Act,  formerly  known as the Soldiers' and Sailors' Civil
Relief Act of 1940.

        Relief Act  Shortfalls:  Interest  shortfalls on the Mortgage  Loans  resulting  from the Relief Act or
similar legislation or regulations.

        REMIC: A "real estate  mortgage  investment  conduit"  within the meaning of  Section 860D of the Code.
As used herein, the term "REMIC" shall mean REMIC I or REMIC II.

        REMIC Administrator:  Residential Funding  Corporation.  If Residential Funding Corporation is found by
a court of  competent  jurisdiction  to no longer be able to fulfill  its  obligations  as REMIC  Administrator
under this  Agreement  the Master  Servicer or Trustee  acting as successor  Master  Servicer  shall  appoint a
successor  REMIC  Administrator,  subject  to  assumption  of the REMIC  Administrator  obligations  under this
Agreement.

        REMIC I:  The  segregated  pool of assets subject  hereto,  constituting a portion of the primary trust
created hereby and to be administered  hereunder,  exclusive of the Yield Maintenance Agreement,  which are not
assets of any REMIC, with respect to which a separate REMIC election is to be made, consisting of:

               (i)    the Mortgage Loans and the related Mortgage Files;

               (ii)   all payments on and  collections  in respect of the Mortgage  Loans due after the Cut-off
        Date (other than Monthly  Payments due in the month of the Cut-off  Date) as shall be on deposit in the
        Custodial Account or in the Certificate Account and identified as belonging to the Trust Fund;

               (iii)  property  which  secured a Mortgage  Loan and which has been  acquired for the benefit of
        the Certificateholders by foreclosure or deed in lieu of foreclosure;

               (iv)   the hazard insurance policies and Primary Insurance  Policies  pertaining to the Mortgage
        Loans, if any; and

               (v)    all proceeds of clauses (i) through (iv) above.

        REMIC  I Distribution  Amount:  For any Distribution Date, the Available  Distribution  Amount shall be
distributed  to the REMIC I Regular  Interests  and the  Class R  Certificates  in the  following  amounts  and
priority:

               (i)    to the extent of the Available  Distribution  Amount,  to REMIC II as the holder of REMIC
I Regular  Interests  LT1, LT2, LT3 and LT4, pro rata, in an amount equal to (A) their  Uncertificated  Accrued
Interest for such  Distribution  Date, plus (B) any amounts in respect thereof  remaining  unpaid from previous
Distribution Dates; and

               (ii)   to the extent of the Available  Distribution  Amount  remaining  after the  distributions
made  pursuant to clause (i) above,  to REMIC II as the holder of the REMIC I Regular  Interests,  in an amount
equal to:

                      (A)    in respect of the REMIC I Regular  Interests  LT2, LT3 and LT4,  their  respective
Principal Distribution Amounts;

                      (B)    in  respect  of  the  REMIC  I  Regular  Interest  LT1  any  remainder  until  the
Uncertificated Principal Balance thereof is reduced to zero;

                      (C)    any  remainder in respect of the REMIC I Regular  Interests  LT2, LT3 and LT4, pro
rata according to their respective  Uncertificated  Principal  Balances as reduced by the distributions  deemed
made pursuant to (A) above, until their respective Uncertificated Principal Balances are reduced to zero; and

               (iii)  any remaining amounts to the Holders of the Class R Certificates.

        REMIC I  Principal  Reduction  Amounts:  For any Distribution  Date, the amounts by which the principal
balances  of the  REMIC I  Regular  Interests  LT1,  LT2,  LT3 and LT4,  respectively,  will be reduced on such
Distribution  Date by the  allocation  of Realized  Losses and the  distribution  of  principal,  determined as
follows:

        For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:

        Y1 =   the aggregate  principal balance of the REMIC I Regular Interest LT1 after  distributions on the
prior Distribution Date.

        Y2 =   the  principal  balance of the REMIC I  Regular  Interest LT2 after  distributions  on the prior
Distribution Date.

        Y3 =   the  principal  balance of the REMIC I  Regular  Interest LT3 after  distributions  on the prior
Distribution Date.

        Y4 =   the  principal  balance of the REMIC I  Regular  Interest LT4 after  distributions  on the prior
Distribution Date (note:  Y3 = Y4).

        AY1 =  the REMIC I Regular Interest LT1 Principal Reduction Amount.

        AY2 =  the REMIC I Regular Interest LT2 Principal Reduction Amount.

        AY3 =  the REMIC I Regular Interest LT3 Principal Reduction Amount.

        AY4 =  the REMIC I Regular Interest LT4 Principal Reduction Amount.

        P0 =   the aggregate  principal  balance of the REMIC I  Regular  Interests LT1, LT2, LT3 and LT4 after
distributions and the allocation of Realized Losses on the prior Distribution Date.

        P1 =   the aggregate  principal  balance of the REMIC I  Regular  Interests LT1, LT2, LT3 and LT4 after
distributions and the allocation of Realized Losses to be made on such Distribution Date.

        AP =   P0 - P1 = the  aggregate  of the REMIC I  Regular  Interests  LT1,  LT2,  LT3 and LT4  Principal
Reduction Amounts.

              =the  aggregate  of the  principal  portions  of  Realized  Losses to be  allocated  to,  and the
principal  distributions to be made on, the  Certificates on such  Distribution  Date (including  distributions
of accrued and unpaid interest on the Class SB Certificates for prior Distribution Dates).

        R0 =   the Net WAC Cap Rate (stated as a monthly rate) after giving effect to amounts  distributed  and
Realized Losses allocated on the prior Distribution Date.

        R1 =   the Net WAC  Cap  Rate  (stated  as a  monthly  rate)  after  giving  effect  to  amounts  to be
distributed and Realized Losses to be allocated on such Distribution Date.

        a =    (Y2 + Y3)/P0.  The  initial  value of a on the  Closing  Date for use on the first  Distribution
Date shall be 0.0001.

        a0 =   the  lesser  of  (A)  the  sum  for  all  Classes  of  Certificates,  other  than  the  Class SB
Certificates,  of the  product  for each Class of (i) the  monthly  interest  rate (as limited by the REMIC Net
WAC Rate, if applicable)  for such Class  applicable for  distributions  to be made on such  Distribution  Date
and (ii) the aggregate  Certificate  Principal Balance for such Class after distributions and the allocation of
Realized Losses on the prior Distribution Date and (B) R0*P0.

        a1  =  the  lesser  of  (A)  the  sum  for  all  Classes  of  Certificates,  other  than  the  Class SB
Certificates,  of the product for each Class of (i) the  monthly  interest  rate (as limited by the Net WAC Cap
Rate,  if  applicable)  for  such  Class  applicable  for  distributions  to be  made  on the  next  succeeding
Distribution Date and (ii) the aggregate  Certificate  Principal Balance for such Class after distributions and
the allocation of Realized Losses to be made on such Distribution Date and (B) R1*P1.

        Then, based on the foregoing definitions:

        AY1 =  AP - AY2 - AY3 - AY4;

        AY2 =  a{ a0R1P1 - a1R0P0}/{2R1R0P1 -  a1R0};

        AY3 =  aAP - AY2; and

        AY4 =  AY3.

        if both AY2 and AY3, as so determined, are non-negative numbers.  Otherwise:

        (1)    If AY2, as so determined, is negative, then

        AY2 = 0;

        AY3 = a{a1R0P0 - a0R1P1}/{a1R0};

        AY4 = AY3; and

        AY1 = AP - AY2 - AY3 - AY4.

        (2)    If AY3, as so determined, is negative, then

        AY3 = 0;

        AY2 = a{a1R0P0 - a0R1P1}/{2R1R0P1 -  a1R0};

        AY4 = AY3; and

        AY1 = AP - AY2 - AY3 - AY4.



        REMIC I Realized  Losses:  Realized  Losses on the  Mortgage  Loans shall be  allocated  to the REMIC I
Regular  Interests as follows:  The interest portion of Realized Losses on the Mortgage Loans, if any, shall be
allocated  among the REMIC I Regular  Interests  LT1, LT2 and LT4 pro rata  according to the amount of interest
accrued but unpaid thereon,  in reduction  thereof.  Any interest  portion of such Realized Losses in excess of
the amount  allocated  pursuant to the preceding  sentence shall be treated as a principal  portion of Realized
Losses not attributable to any specific Mortgage Loan and allocated pursuant to the succeeding  sentences.  The
principal  portion of Realized Losses on the Mortgage  Loans, if any, shall be allocated  first, to the REMIC I
Regular  Interests LT2, LT3 and LT4 pro rata according to their respective  Principal  Reduction Amounts to the
extent  thereof in reduction of the  Uncertificated  Principal  Balance of such REMIC I Regular  Interests and,
second,  the  remainder,  if any, of such principal  portion of such Realized  Losses shall be allocated to the
REMIC I Regular Interest LT1 in reduction of the Uncertificated Principal Balance thereof.

        REMIC I Regular  Interests:  REMIC I Regular  Interest LT1,  REMIC II  Regular  Interest LT2,  REMIC II
Regular Interest LT3 and REMIC II Regular Interest LT4.

        REMIC I  Regular  Interest  LT1: A regular  interest in REMIC I  that is held as an asset of  REMIC II,
that has an initial  principal  balance  equal to the  related  Uncertificated  Principal  Balance,  that bears
interest  at the  related  Uncertificated  REMIC I  Pass-Through  Rate,  and that has such  other  terms as are
described herein.

        REMIC I Regular Interest LT1 Principal  Distribution  Amount: For any Distribution Date, the excess, if
any, of the REMIC I  Regular  Interest  LT1  Principal  Reduction  Amount for such  Distribution  Date over the
Realized Losses allocated to the REMIC I Regular Interest LT1 on such Distribution Date.

        REMIC I Regular Interest LT2: A regular interest in REMIC I that is held as an asset of REMIC II,  that
has an initial principal balance equal to the related  Uncertificated  Principal  Balance,  that bears interest
at the  related  Uncertificated  REMIC I  Pass-Through  Rate,  and that has such other  terms as are  described
herein.

        REMIC I Regular Interest LT2 Principal  Distribution  Amount: For any Distribution Date, the excess, if
any, of the REMIC I  Regular  Interest  LT2  Principal  Reduction  Amount for such  Distribution  Date over the
Realized Losses allocated to the REMIC I Regular Interest LT2 on such Distribution Date.

        REMIC I  Regular  Interest  LT3: A regular  interest in REMIC II  that is held as an asset of REMIC II,
that has an initial  principal  balance  equal to the  related  Uncertificated  Principal  Balance,  that bears
interest  at the  related  Uncertificated  REMIC I  Pass-Through  Rate,  and that has such  other  terms as are
described herein.

        REMIC I Regular Interest LT3 Principal  Distribution  Amount: For any Distribution Date, the excess, if
any, of the REMIC I  Regular  Interest  LT3  Principal  Reduction  Amount for such  Distribution  Date over the
Realized Losses allocated to the REMIC I Regular Interest LT3 on such Distribution Date.

        REMIC I  Regular  Interest  LT4: A regular  interest in REMIC II  that is held as an asset of REMIC II,
that has an initial  principal  balance  equal to the  related  Uncertificated  Principal  Balance,  that bears
interest  at the  related  Uncertificated  REMIC I  Pass-Through  Rate,  and that has such  other  terms as are
described herein.

        REMIC I Regular Interest LT4 Principal  Distribution  Amount: For any Distribution Date, the excess, if
any, of the REMIC I  Regular  Interest  LT4  Principal  Reduction  Amount for such  Distribution  Date over the
Realized Losses allocated to the REMIC I Regular Interest LT4 on such Distribution Date.

        REMIC II:  The segregated  pool of assets subject  hereto,  constituting a portion of the primary trust
created  hereby and to be  administered  hereunder,  with respect to which a separate  REMIC  election is to be
made, consisting of the REMIC I Regular Interests.

        REMIC II  Regular  Interest  SB-PO:  A  separate  non-certificated  beneficial  ownership  interest  in
REMIC II  issued  hereunder and  designated as a REMIC II Regular  Interest.  REMIC II  Regular  Interest SB-PO
shall have no  entitlement  to interest,  and shall be entitled to  distributions  of principal  subject to the
terms and conditions  hereof,  in aggregate amount equal to the initial  Certificate  Principal  Balance of the
Class SB Certificates as set forth in the Preliminary Statement hereto.

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

        REMIC II  Regular  Interests:  REMIC II  Regular  Interests SB-IO and SB-PO,  together with the regular
interests  in REMIC II  represented  by the Class A  Certificates  and Class M  Certificates  exclusive  of the
rights of such  Certificates  to payments of Basis Risk  Shortfall  Amounts  and to payments  derived  from the
Yield Maintenance Agreement.

        REMIC Administrator:  Residential Funding  Corporation.  If Residential Funding Corporation is found by
a court of  competent  jurisdiction  to no longer be able to fulfill  its  obligations  as REMIC  Administrator
under this  Agreement  the Master  Servicer or Trustee  acting as successor  Master  Servicer  shall  appoint a
successor  REMIC  Administrator,  subject  to  assumption  of the REMIC  Administrator  obligations  under this
Agreement.

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

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

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

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

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

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

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

        Repurchase Event:  As defined in the Assignment Agreement.

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

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

        Required  Overcollateralization  Amount:  With  respect  to any  Distribution  Date,  (a)  prior to the
Stepdown Date, an amount equal to 3.40% of the aggregate Stated  Principal  Balance of the Mortgage Loans as of
the Cut-off Date,  (b) on or after the Stepdown  Date if a Trigger  Event is not in effect,  the greater of (i)
an amount equal to 6.80% of the aggregate  outstanding  Stated  Principal  Balance of the Mortgage  Loans after
giving effect to distributions  made on that  Distribution  Date and (ii) the  Overcollateralization  Floor and
(c) on or  after  the  Stepdown  Date if a  Trigger  Event  is in  effect,  an  amount  equal  to the  Required
Overcollateralization    Amount   from   the   immediately   preceding    Distribution   Date.   The   Required
Overcollateralization  Amount may be  reduced so long as written  confirmation  is  obtained  from each  Rating
Agency that such reduction  shall not reduce the ratings  assigned to any Class of  Certificates by such Rating
Agency  below the lower of the  then-current  rating or the  rating  assigned  to such  Certificates  as of the
Closing Date by such Rating Agency.

        Residential  Funding:  Residential  Funding  Corporation,  a Delaware  corporation,  in its capacity as
seller of the Mortgage Loans to the Depositor and any successor thereto.

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

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

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

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

        Seller:  With respect to any Mortgage  Loan,  a Person,  including  any  Subservicer,  that  executed a
Seller's Agreement applicable to such Mortgage Loan.

        Seller's  Agreement:  An agreement for the origination and sale of Mortgage Loans generally in the form
of the seller  contract  referred  to or  contained  in the  Program  Guide,  or in such other form as has been
approved by the Master Servicer and the Depositor.

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

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

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

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

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

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

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

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

        Sixty-Plus  Delinquency  Percentage:  With respect to any Distribution Date and the Mortgage Loans, the
arithmetic  average,  for each of the three  Distribution  Dates  ending with such  Distribution  Date,  of the
fraction,  expressed as a  percentage,  equal to (x) the  aggregate  Stated  Principal  Balance of the Mortgage
Loans that are 60 or more days  delinquent  in payment of principal  and interest for that  Distribution  Date,
including  Mortgage Loans in foreclosure  and REO, over (y) the aggregate  Stated  Principal  Balance of all of
the Mortgage Loans immediately preceding that Distribution Date.

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

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

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

        Stepdown  Date:  That  Distribution  Date which is the  earlier to occur of (a) the  Distribution  Date
immediately  succeeding  the  Distribution  Date on which the aggregate  Certificate  Principal  Balance of the
Class A  Certificates has been reduced to zero and (b) the later to occur of (i) the  Distribution Date in June
2009 and (ii) the first  Distribution  Date on which the Senior  Enhancement  Percentage is equal to or greater
than 46.50%.

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

        Subordination   Percentage:   With  respect  to  each  Class  of  Class A   Certificates   and  Class M
Certificates, the respective percentage set forth below.

                                 Subordination
                  Class            Percentage
                    A                53.50%
                   M-1               61.60%
                   M-2               68.90%
                   M-3               73.10%
                   M-4               77.00%
                   M-5               80.70%
                   M-6               84.30%
                   M-7               87.70%
                   M-8               90.70%
                   M-9               93.20%

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

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

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

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

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

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

        Subservicing  Fee:  With  respect  to any  Mortgage  Loan,  the  fee  payable  monthly  to the  related
Subservicer  (or,  in the case of a  Nonsubserviced  Mortgage  Loan,  to the  Master  Servicer)  in  respect of
subservicing  and other  compensation  that accrues with  respect to each  Distribution  Date at an annual rate
designated as "SUBSERV FEE" on the Mortgage Loan Schedule.

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

        Telerate Screen Page 3750:  As defined in Section 1.02.

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

        Transfer Affidavit and Agreement: As defined in Section 5.02(f).

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

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

        Trigger  Event:  A Trigger  Event is in effect with  respect to any  Distribution  Date on or after the
Stepdown Date if either (a) the related Sixty-Plus Delinquency  Percentage,  as determined on that Distribution
Date,  equals or exceeds 35.50% of the Senior  Enhancement  Percentage for that  Distribution Date or (b) on or
after the  Distribution  Date in June 2008, the aggregate  amount of Realized Losses on the Mortgage Loans as a
percentage of the Cut-Off Date Balance exceeds the applicable amount set forth below:

        June 2008 to May 2009:             1.80% with respect to June 2008,  plus an  additional  1/12th of
                                           2.20% for each month thereafter.

        June 2009 to May 2010:             4.00% with respect to  June2009,  plus an  additional  1/12th of
                                           2.25% for each month thereafter.

        June 2010 to May 2011:             6.25% with respect to June 2010,  plus an  additional  1/12th of
                                           1.75% for each month thereafter.

        June 2011 to May 2012:             8.00% with respect to June 2011,  plus an  additional  1/12th of
                                           0.25% for each month thereafter.

        June 2012 and thereafter:          8.25%.

        Trustee:  As defined in the preamble hereto.

        Trust Fund: The segregated  pool of assets  subject  hereto,  consisting of: (i) the Mortgage Loans and
the related  Mortgage  Files;  (ii) all payments on and  collections in respect of the Mortgage Loans due after
the Cut-off Date (other than Monthly  Payments due in the month of the Cut-off  Date) as shall be on deposit in
the  Custodial  Account  or in  the  Certificate  Account  and  identified  as  belonging  to the  Trust  Fund;
(iii) property   which  secured  a  Mortgage  Loan  and  which  has  been  acquired  for  the  benefit  of  the
Certificateholders  by  foreclosure  or deed in lieu of  foreclosure;  (iv) the hazard  insurance  policies and
Primary Insurance Policies pertaining to the Mortgage Loans, if any; (v) the Yield Maintenance  Agreement;  and
(vi) all proceeds of clauses (i) through (v) above.

        Uncertificated  Accrued  Interest:  With respect to any REMIC I Regular  Interest for any  Distribution
Date,  one month's  interest at the related  Uncertificated  REMIC I  Pass-Through  Rate for such  Distribution
Date,  accrued  on  its  Uncertificated   Principal  Balance  immediately  prior  to  such  Distribution  Date.
Uncertificated  Accrued Interest for the REMIC I Regular  Interests shall accrue on the basis of a 360-day year
consisting of twelve 30-day months.  For purposes of calculating the amount of Uncertificated  Accrued Interest
for the REMIC I Regular  Interests for any  Distribution  Date, any Prepayment  Interest  Shortfalls and Relief
Act  Shortfalls  (to the extent not covered by  Compensating  Interest)  relating to the Mortgage Loans for any
Distribution  Date shall be allocated  among REMIC I Regular  Interests  LT1, LT2, LT3 and LT4 pro rata,  based
on,  and to the  extent  of,  Uncertificated  Accrued  Interest,  as  calculated  without  application  of this
sentence.  Uncertificated  Accrued  Interest on REMIC II Regular  Interest SB-PO shall be zero.  Uncertificated
Accrued  Interest  on  REMIC  II  Regular  Interest SB-IO  for  each  Distribution  Date  shall  equal  Accrued
Certificate Interest for the Class SB Certificates.

        Uncertificated  Principal Balance:  The principal amount of any REMIC I Regular Interest outstanding as
of any date of  determination.  The  Uncertificated  Principal  Balance of each REMIC I Regular  Interest shall
never be less than zero.  With  respect to the REMIC II Regular  Interest  SB-PO the  initial  amount set forth
with respect thereto in the Preliminary  Statement as reduced by  distributions  deemed made in respect thereof
pursuant to Section 4.02 and Realized Losses allocated thereto pursuant to Section 4.05.

        Uncertificated  REMIC I  Pass-Through  Rate:  With  respect to any  Distribution  Date and  (i) REMIC I
Regular  Interests  LT1 and LT2, the weighted  average of the Net Mortgage  Rates of the Mortgage  Loans,  (ii)
REMIC I Regular  Interest  LT3,  zero  (0.00%),  and (iii) REMIC I Regular  Interest  LT4,  twice the  weighted
average of the Net Mortgage Rates of the Mortgage Loans.

        Uniform Single Attestation  Program for Mortgage Bankers:  The Uniform Single  Attestation  Program for
Mortgage  Bankers,  as published by the Mortgage  Bankers  Association of America and effective with respect to
fiscal periods ending on or after December 15, 1995.

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

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

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

        Yield Maintenance  Agreement:  The confirmation,  dated as of the Closing Date, between the Trustee, on
behalf of the Trust Fund, and the Yield Maintenance  Agreement Provider,  relating to the Class A  Certificates
and Class M Certificates or any replacement, substitute, collateral or other arrangement in lieu thereof.

        Yield Maintenance  Agreement  Payment:  For any Distribution  Date, the payment,  if any, due under the
Yield Maintenance Agreement in respect of such Distribution Date.

        Yield  Maintenance  Agreement  Provider:  Deutsche  Bank AG,  New York  Branch and its  successors  and
assigns or any party to any replacement, substitute, collateral or other arrangement in lieu thereof.

        Yield Maintenance  Agreement  Shortfall Amount: For any Distribution Date, the amount, if any, by which
the payment on the Class A Certificates and Class M  Certificates  pursuant to Section 4.02(c) is paid from the
Yield Maintenance  Agreement  Payment for such  Distribution  Date pursuant to the provisions  thereof or would
have been so paid but for the failure of the Yield  Maintenance  Agreement  Provider to make a payment required
under the Yield Maintenance Agreement.

        Yield Maintenance  Agreement Shortfall  Carry-Forward  Amount: For any Distribution Date, the aggregate
Yield  Maintenance  Agreement  Shortfall Amounts for prior  Distribution  Dates to the extent not reimbursed to
the Class SB Certificates pursuant to Section 4.02(c)(x).

Section 1.02.  Determination of LIBOR.

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






                                         CONVEYANCE OF MORTGAGE LOANS;
                                       ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01.  Conveyance of Mortgage Loans.

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

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

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

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

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

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

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

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

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

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

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

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

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

(d)     It is intended that the  conveyances  by the Depositor to the Trustee of the Mortgage Loans as provided
for in this  Section 2.01 and the  Uncertificated  Regular Interests be construed as a sale by the Depositor to
the  Trustee  of  the  Mortgage  Loans  and  the  Uncertificated  Regular  Interests  for  the  benefit  of the
Certificateholders.  Further,  it is not  intended  that any such  conveyance  be  deemed to be a pledge of the
Mortgage  Loans and the  Uncertificated  Regular  Interests by the Depositor to the Trustee to secure a debt or
other  obligation  of the  Depositor.  Nonetheless,  (a) this  Agreement  is  intended  to be and  hereby  is a
security  agreement  within the meaning of  Articles 8 and 9 of the New York  Uniform  Commercial  Code and the
Uniform  Commercial  Code of any  other  applicable  jurisdiction;  (b) the  conveyances  provided  for in this
Section 2.01  shall be deemed to be (1) a grant by the  Depositor to the Trustee of a security  interest in all
of the Depositor's right (including the power to convey title thereto),  title and interest,  whether now owned
or hereafter  acquired,  in and to (A) the Mortgage Loans,  including the related  Mortgage Note, the Mortgage,
any insurance  policies and all other documents in the related  Mortgage File, (B) all amounts payable pursuant
to the Mortgage Loans in accordance with the terms thereof,  (C) any  Uncertificated  Regular Interests and any
and all general intangibles,  payment intangibles,  accounts,  chattel paper,  instruments,  documents,  money,
deposit  accounts,  certificates  of  deposit,  goods,  letters  of credit,  advices  of credit and  investment
property and other property of whatever kind or description now existing or hereafter  acquired  consisting of,
arising  from or  relating  to any of the  foregoing,  and (D) all  proceeds of the  conversion,  voluntary  or
involuntary,  of the  foregoing  into  cash,  instruments,  securities  or other  property,  including  without
limitation  all  amounts  from  time to time held or  invested  in the  Certificate  Account  or the  Custodial
Account,  whether in the form of cash,  instruments,  securities or other property and (2) an assignment by the
Depositor to the Trustee of any security  interest in any and all of  Residential  Funding's  right  (including
the power to convey title  thereto),  title and interest,  whether now owned or hereafter  acquired,  in and to
the property  described in the foregoing  clauses  (1)(A),  (B), (C) and (D) granted by Residential  Funding to
the Depositor  pursuant to the Assignment  Agreement;  (c) the possession by the Trustee,  the Custodian or any
other  agent of the  Trustee of Mortgage  Notes or such other  items of  property  as  constitute  instruments,
money, payment  intangibles,  negotiable  documents,  goods,  deposit accounts,  letters of credit,  advices of
credit,  investment  property,  certificated  securities or chattel paper shall be deemed to be  "possession by
the secured  party," or possession by a purchaser or a person  designated by such secured  party,  for purposes
of  perfecting  the  security  interest  pursuant  to the  Minnesota  Uniform  Commercial  Code and the Uniform
Commercial Code of any other applicable  jurisdiction as in effect  (including,  without  limitation,  Sections
8-106, 9-313 and 9-106 thereof);  and (d) notifications to persons holding such property,  and acknowledgments,
receipts  or  confirmations  from  persons  holding  such  property,  shall  be  deemed  notifications  to,  or
acknowledgments,  receipts or confirmations from, securities  intermediaries,  bailees or agents of, or persons
holding  for,  (as  applicable)  the  Trustee  for the  purpose of  perfecting  such  security  interest  under
applicable law.

        The Depositor and, at the  Depositor's  direction,  Residential  Funding and the Trustee shall,  to the
extent  consistent  with this Agreement,  take such  reasonable  actions as may be necessary to ensure that, if
this Agreement were deemed to create a security interest in the Mortgage Loans and the  Uncertificated  Regular
Interests and the other  property  described  above,  such security  interest would be deemed to be a perfected
security  interest of first  priority under  applicable law and will be maintained as such  throughout the term
of this Agreement.  Without  limiting the generality of the foregoing,  the Depositor shall prepare and deliver
to the Trustee not less than 15 days prior to any filing date and,  the Trustee  shall  forward for filing,  or
shall cause to be forwarded  for filing,  at the expense of the  Depositor,  all filings  necessary to maintain
the  effectiveness  of any original  filings  necessary  under the Uniform  Commercial Code as in effect in any
jurisdiction  to  perfect  the  Trustee's  security  interest  in  or  lien  on  the  Mortgage  Loans  and  the
Uncertificated  Regular  Interests,  as evidenced  by an  Officers'  Certificate  of the  Depositor,  including
without limitation (x) continuation  statements,  and (y) such other statements as may be occasioned by (1) any
change of name of Residential  Funding,  the Depositor or the Trustee (such  preparation and filing shall be at
the expense of the Trustee,  if occasioned by a change in the  Trustee's  name),  (2) any change of location of
the place of business or the chief executive office of Residential  Funding or the Depositor,  (3) any transfer
of any  interest of  Residential  Funding or the  Depositor  in any  Mortgage  Loan or (4) any  transfer of any
interest of Residential Funding or the Depositor in any Uncertificated Regular Interests.

Section 2.02.  Acceptance by Trustee.

        The Trustee  acknowledges receipt (or, with respect to Mortgage Loans subject to a Custodial Agreement,
and based  solely  upon a receipt  or  certification  executed  by the  Custodian,  receipt  by the  respective
Custodian  as the duly  appointed  agent of the  Trustee) of the  documents  referred to in  Section 2.01(b)(i)
above (except that for purposes of such  acknowledgement  only, a Mortgage Note may be endorsed in blank and an
Assignment  of Mortgage  may be in blank) and  declares  that it, or a Custodian  as its agent,  holds and will
hold such documents and the other  documents  constituting  a part of the Mortgage Files  delivered to it, or a
Custodian  as its agent,  in trust for the use and benefit of all present  and future  Certificateholders.  The
Trustee or Custodian (such Custodian being so obligated under a Custodial  Agreement)  agrees,  for the benefit
of  Certificateholders,  to review each Mortgage  File  delivered to it pursuant to  Section 2.01(b)  within 90
days  after  the  Closing  Date to  ascertain  that  all  required  documents  (specifically  as set  forth  in
Section 2.01(b)),  have been  executed and  received,  and that such  documents  relate to the  Mortgage  Loans
identified on the Mortgage Loan  Schedule,  as  supplemented,  that have been conveyed to it, and to deliver to
the  Trustee a  certificate  (the  "Interim  Certification")  to the effect that all  documents  required to be
delivered pursuant to  Section 2.01(b)  above have been executed and received and that such documents relate to
the Mortgage  Loans  identified on the Mortgage Loan Schedule,  except for any exceptions  listed on Schedule A
attached to such Interim  Certification.  Upon  delivery of the Mortgage  Files by the  Depositor or the Master
Servicer,  the Trustee shall  acknowledge  receipt (or,  with respect to Mortgage  Loans subject to a Custodial
Agreement,  and based  solely  upon a receipt  or  certification  executed  by the  Custodian,  receipt  by the
respective  Custodian  as  the  duly  appointed  agent  of  the  Trustee)  of  the  documents  referred  to  in
Section 2.01(b) above.

        If the  Custodian,  as the Trustee's  agent,  finds any document or documents  constituting a part of a
Mortgage File to be missing or defective,  upon receipt of notification  from the Custodian as specified in the
succeeding  sentence,  the  Trustee  shall  promptly  so notify or cause the  Custodian  to notify  the  Master
Servicer and the  Depositor.  Pursuant to  Section 2.3  of the Custodial  Agreement,  the Custodian will notify
the Master  Servicer,  the  Depositor  and the Trustee of any such omission or defect found by it in respect of
any Mortgage  File held by it in respect of the items  received by it pursuant to the Custodial  Agreement.  If
such  omission or defect  materially  and adversely  affects the interests in the related  Mortgage Loan of the
Certificateholders,  the Master  Servicer  shall  promptly  notify the  related  Subservicer  or Seller of such
omission or defect and request that such  Subservicer  or Seller correct or cure such omission or defect within
60 days from the date the Master  Servicer was notified of such omission or defect and, if such  Subservicer or
Seller does not correct or cure such omission or defect  within such period,  that such  Subservicer  or Seller
purchase such Mortgage Loan from the Trust Fund at its Purchase  Price,  in either case within 90 days from the
date the Master  Servicer  was  notified of such  omission or defect;  provided  that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in  Section 860G(a)(3)  of the
Code,  any such cure or  repurchase  must occur  within 90 days from the date such breach was  discovered.  The
Purchase  Price for any such Mortgage Loan shall be deposited or caused to be deposited by the Master  Servicer
in the  Custodial  Account  maintained  by it  pursuant to  Section 3.07  and,  upon  receipt by the Trustee of
written notification of such deposit signed by a Servicing Officer,  the Trustee or any Custodian,  as the case
may be,  shall  release to the Master  Servicer the related  Mortgage  File and the Trustee  shall  execute and
deliver  such  instruments  of transfer or  assignment  prepared by the Master  Servicer,  in each case without
recourse,  as shall be necessary to vest in the Subservicer or Seller or its designee,  as the case may be, any
Mortgage  Loan  released  pursuant  hereto and  thereafter  such  Mortgage  Loan shall not be part of the Trust
Fund. In furtherance of the foregoing and  Section 2.04,  if the  Subservicer or Seller or Residential  Funding
that  repurchases  the  Mortgage  Loan is not a member  of MERS and the  Mortgage  is  registered  on the MERS(R)
System,  the Master Servicer,  at its own expense and without any right of  reimbursement,  shall cause MERS to
execute and deliver an  assignment  of the Mortgage in  recordable  form to transfer the Mortgage  from MERS to
such  Subservicer  or  Seller  or  Residential  Funding  and shall  cause  such  Mortgage  to be  removed  from
registration  on the MERS(R)System in accordance with MERS' rules and  regulations.  It is understood and agreed
that the  obligation  of the  Subservicer  or Seller,  to so cure or purchase any  Mortgage  Loan as to which a
material and adverse defect in or omission of a constituent  document  exists shall  constitute the sole remedy
respecting   such  defect  or  omission   available  to   Certificateholders   or  the  Trustee  on  behalf  of
Certificateholders.

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

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

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

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

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

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

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

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

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

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

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

(x)     The  Servicing  Guide of the Master  Servicer  requires  that the  Subservicer  for each  Mortgage Loan
accurately and fully reports its borrower credit files to each of the Credit Repositories in a timely manner.

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

(b)     The Depositor hereby  represents and warrants to the Trustee for the benefit of the  Certificateholders
that as of the Closing Date (or, if otherwise  specified  below, as of the date so specified):  (i) immediately
prior to the  conveyance  of the Mortgage  Loans to the Trustee,  the  Depositor had good title to, and was the
sole owner of, each Mortgage Loan free and clear of any pledge,  lien,  encumbrance or security interest (other
than rights to servicing and related  compensation)  and such  conveyance  validly  transfers  ownership of the
Mortgage Loans to the Trustee free and clear of any pledge,  lien,  encumbrance or security interest;  and (ii)
each  Mortgage Loan  constitutes  a qualified  mortgage  under  Section 860G(a)(3)(A)  of the Code and Treasury
Regulations Section 1.860G-2(a)(1).

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

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

Section 2.04.  Representations and Warranties of Sellers.

        The Depositor,  as assignee of Residential  Funding under the Assignment  Agreement,  hereby assigns to
the Trustee for the benefit of the  Certificateholders  all of its right,  title and interest in respect of the
Assignment  Agreement  applicable  to a  Mortgage  Loan  as and to  the  extent  set  forth  in the  Assignment
Agreement.  Insofar  as the  Assignment  Agreement  relates  to the  representations  and  warranties  made  by
Residential  Funding in respect of such Mortgage Loan and any remedies  provided  thereunder  for any breach of
such  representations and warranties,  such right, title and interest may be enforced by the Master Servicer on
behalf of the Trustee and the  Certificateholders.  Upon the discovery by the Depositor,  the Master  Servicer,
the Trustee or any Custodian of a breach of any of the  representations  and warranties  made in the Assignment
Agreement in respect of any Mortgage Loan or of any Repurchase  Event which  materially  and adversely  affects
the interests of the  Certificateholders  in such Mortgage Loan, the party  discovering  such breach shall give
prompt  written  notice to the other parties (any Custodian  being so obligated  under a Custodial  Agreement).
The Master Servicer shall promptly notify  Residential  Funding of such breach or Repurchase  Event and request
that  Residential  Funding either (i) cure such breach or Repurchase  Event in all material  respects within 90
days from the date the Master Servicer was notified of such breach or Repurchase  Event or  (ii) purchase  such
Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02.

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

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

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

Section 2.05.  Execution and Authentication of Certificates; Conveyance of REMIC-I Regular Interests.
(a)     The Trustee  acknowledges  the  assignment to it of the Mortgage Loans and the delivery of the Mortgage
Files to it, or any Custodian on its behalf,  subject to any exceptions noted,  together with the assignment to
it of all other  assets  included  in the Trust  Fund,  receipt of which is hereby  acknowledged.  Concurrently
with such  delivery and in exchange  therefor,  the Trustee,  pursuant to the written  request of the Depositor
executed by an officer of the Depositor,  has executed and caused to be authenticated  and delivered to or upon
the order of the Depositor  the  Certificates  in  authorized  denominations  which  evidence  ownership of the
entire Trust Fund.

(b)     The Depositor,  concurrently with the execution and delivery hereof, does hereby transfer,  assign, set
over and otherwise  convey in trust to the Trustee  without  recourse all the right,  title and interest of the
Depositor in and to the REMIC I  Regular  Interests for the benefit of the holders of the Regular  Certificates
and  Component  II of the Class R  Certificates.  The  Trustee  acknowledges  receipt  of the  REMIC I  Regular
Interests  (each of which are  uncertificated)  and declares  that it holds and will hold the same in trust for
the  exclusive  use and benefit of the  holders of the Regular  Certificates  and  Component  II of the Class R
Certificates.  The interests  evidenced by Component II of the Class R Certificates,  together with the Regular
Certificates, constitute the entire beneficial ownership interest in REMIC II.

Section 2.06.  Purposes and Powers of the Trust.

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

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

        (b)    to enter into and perform its obligations under this Agreement;

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

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

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

Section 2.07.  Agreement Regarding Ability to Disclose.

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






ARTICLE III



                                ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01.  Master Servicer to Act as Servicer.

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

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

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

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

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

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

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

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

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

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

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

(g)     The Master Servicer shall comply with the terms of Section 9 of the Assignment Agreement.

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

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

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

Section 3.03.  Successor Subservicers.

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

Section 3.04.  Liability of the Master Servicer.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 3.08.  Subservicing Accounts; Servicing Accounts.

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

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

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

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

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

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

Section 3.10.  Permitted Withdrawals from the Custodial Account.

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

(i)     to make  deposits  into the  Certificate  Account  in the  amounts  and in the manner  provided  for in
Section 4.01;

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

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

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

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

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

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

(viii)  to reimburse  itself or the Depositor for expenses  incurred by and reimbursable to it or the Depositor
pursuant to  Section 3.01(a),  3.11, 3.13, 3.14(c),  6.03, 10.01 or otherwise,  or in connection with enforcing
any  repurchase,  substitution  or  indemnification  obligation  of any Seller  (other than the Depositor or an
Affiliate of the Depositor) pursuant to the related Seller's Agreement;

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

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

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

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

Section 3.11.  Maintenance of Primary Insurance Coverage.

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

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

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

(a)     The Master  Servicer  shall cause to be maintained  for each Mortgage Loan fire insurance with extended
coverage  in an amount  which is equal to the  lesser of the  principal  balance  owing on such  Mortgage  Loan
(together  with the  principal  balance of any  mortgage  loan secured by a lien that is senior to the Mortgage
Loan) or 100% of the insurable  value of the  improvements;  provided,  however,  that such coverage may not be
less than the  minimum  amount  required  to fully  compensate  for any loss or damage  on a  replacement  cost
BASIS. To the extent it may do so without  breaching the related  Subservicing  Agreement,  the Master Servicer
shall  replace  any  Subservicer  that does not cause  such  insurance,  to the extent it is  available,  to be
maintained.  The Master Servicer shall also cause to be maintained on property  acquired upon  foreclosure,  or
deed in lieu of  foreclosure,  of any Mortgage Loan,  fire insurance with extended  coverage in an amount which
is at least equal to the amount  necessary to avoid the  application of any  co-insurance  clause  contained in
the related hazard insurance  policy.  Pursuant to Section 3.07,  any amounts  collected by the Master Servicer
under any such  policies  (other  than  amounts  to be  applied  to the  restoration  or repair of the  related
Mortgaged  Property or property  thus  acquired or amounts  released to the  Mortgagor in  accordance  with the
Master  Servicer's  normal  servicing  procedures)  shall be deposited  in the  Custodial  Account,  subject to
withdrawal  pursuant  to  Section 3.10.  Any cost  incurred  by the Master  Servicer  in  maintaining  any such
insurance shall not, for the purpose of calculating monthly  distributions to  Certificateholders,  be added to
the amount  owing under the  Mortgage  Loan,  notwithstanding  that the terms of the  Mortgage  Loan so permit.
Such costs shall be  recoverable  by the Master  Servicer out of related late  payments by the Mortgagor or out
of Insurance  Proceeds and Liquidation  Proceeds to the extent permitted by Section 3.10.  It is understood and
agreed that no  earthquake  or other  additional  insurance is to be required of any Mortgagor or maintained on
property  acquired in respect of a Mortgage Loan other than pursuant to such  applicable  laws and  regulations
as shall at any time be in force and as shall  require such  additional  insurance.  Whenever the  improvements
securing  a  Mortgage  Loan are  located  at the  time of  origination  of such  Mortgage  Loan in a  federally
designated  special  flood  hazard  area,  the Master  Servicer  shall  cause  flood  insurance  (to the extent
available)  to be  maintained  in respect  thereof.  Such flood  insurance  shall be in an amount  equal to the
lesser  of (i) the  amount  required  to  compensate  for any loss or  damage to the  Mortgaged  Property  on a
replacement  cost basis and (ii) the maximum  amount of such  insurance  available  for the  related  Mortgaged
Property under the national flood insurance  program  (assuming that the area in which such Mortgaged  Property
is located is participating in such program).

        In the event that the Master  Servicer shall obtain and maintain a blanket fire  insurance  policy with
extended  coverage  insuring  against  hazard losses on all of the Mortgage  Loans,  it shall  conclusively  be
deemed to have satisfied its obligations as set forth in the first sentence of this  Section 3.12(a),  it being
understood  and agreed that such  policy may contain a  deductible  clause,  in which case the Master  Servicer
shall,  in the event that there  shall not have been  maintained  on the  related  Mortgaged  Property a policy
complying  with the first  sentence of this  Section 3.12(a)  and there shall have been a loss which would have
been covered by such policy,  deposit in the  Certificate  Account the amount not  otherwise  payable under the
blanket  policy because of such  deductible  clause.  Any such deposit by the Master  Servicer shall be made on
the Certificate  Account Deposit Date next preceding the Distribution  Date which occurs in the month following
the month in which  payments  under any such policy would have been  deposited  in the  Custodial  Account.  In
connection  with its  activities  as  administrator  and servicer of the Mortgage  Loans,  the Master  Servicer
agrees to present,  on behalf of itself,  the Trustee and  Certificateholders,  claims  under any such  blanket
policy.

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

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

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

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

(c)     The Master  Servicer or the  related  Subservicer,  as the case may be,  shall be entitled to approve a
request from a Mortgagor for a partial release of the related Mortgaged  Property,  the granting of an easement
thereon in favor of another  Person,  any alteration or demolition of the related  Mortgaged  Property or other
similar  matters if it has  determined,  exercising its good faith  business  judgment in the same manner as it
would if it were the owner of the  related  Mortgage  Loan,  that the  security  for,  and the  timely and full
collectability  of, such  Mortgage  Loan would not be  adversely  affected  thereby and that any REMIC  created
hereunder  would not fail to continue to qualify as a REMIC under the Code as a result  thereof and (subject to
Section 10.01(f))  that no tax on "prohibited  transactions" or "contributions" after the Startup Date would be
imposed on any REMIC created  hereunder as a result  thereof.  Any fee collected by the Master  Servicer or the
related  Subservicer for processing such a request will be retained by the Master Servicer or such  Subservicer
as additional servicing compensation.

(d)     Subject  to any other  applicable  terms and  conditions  of this  Agreement,  the  Trustee  and Master
Servicer  shall be entitled to approve an  assignment  in lieu of  satisfaction  with  respect to any  Mortgage
Loan,  provided the obligee with respect to such Mortgage Loan following such proposed  assignment provides the
Trustee  and  Master  Servicer  with a "Lender  Certification  for  Assignment  of  Mortgage  Loan" in the form
attached  hereto  as  Exhibit M,  in form and  substance  satisfactory  to the  Trustee  and  Master  Servicer,
providing  the  following:  (i)  that  the  Mortgage  Loan  is  secured  by  Mortgaged  Property  located  in a
jurisdiction  in which an assignment in lieu of  satisfaction  is required to preserve lien priority,  minimize
or avoid mortgage  recording  taxes or otherwise  comply with, or facilitate a refinancing  under,  the laws of
such  jurisdiction;  (ii) that the substance of the assignment is, and is intended to be, a refinancing of such
Mortgage Loan and that the form of the  transaction  is solely to comply with, or  facilitate  the  transaction
under,  such local laws;  (iii) that the Mortgage Loan  following the proposed  assignment  will have a rate of
interest  more than the  greater  of (A) 3% and (B) 5% of the annual  yield of the  unmodified  Mortgage  Loan,
below or above the rate of interest on such  Mortgage  Loan prior to such  proposed  assignment;  and (iv) that
such  assignment  is at the  request of the  borrower  under the related  Mortgage  Loan.  Upon  approval of an
assignment in lieu of  satisfaction  with respect to any Mortgage Loan, the Master  Servicer shall receive cash
in an amount equal to the unpaid  principal  balance of and accrued  interest on such  Mortgage  Loan,  and the
Master  Servicer  shall treat such amount as a Principal  Prepayment in Full with respect to such Mortgage Loan
for all purposes hereof.

Section 3.14.  Realization Upon Defaulted Mortgage Loans.

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

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

(c)     In the event that the Trust Fund  acquires any REO  Property as  aforesaid  or otherwise in  connection
with a default or imminent  default on a Mortgage Loan,  the Master  Servicer on behalf of the Trust Fund shall
dispose  of such REO  Property  as soon as  practicable,  giving  due  consideration  to the  interests  of the
Certificateholders,  but in all cases,  within  three full years after the taxable year of its  acquisition  by
the Trust Fund for  purposes of  Section 860G(a)(8)  of the Code (or such  shorter  period as may be  necessary
under  applicable  state  (including any state in which such property is located) law to maintain the status of
each REMIC  created  hereunder  as a REMIC  under  applicable  state law and avoid  taxes  resulting  from such
property  failing to be foreclosure  property under applicable state law) or, at the expense of the Trust Fund,
request,  more than 60 days before the day on which such grace period would otherwise  expire,  an extension of
such grace period unless the Master Servicer (subject to  Section 10.01(f))  obtains for the Trustee an Opinion
of  Counsel,  addressed  to the Trustee  and the Master  Servicer,  to the effect that the holding by the Trust
Fund of such REO Property  subsequent to such period will not result in the  imposition of taxes on "prohibited
transactions"  as defined in Section 860F  of the Code or cause any REMIC created  hereunder to fail to qualify
as a REMIC  (for  federal  (or any  applicable  State or  local)  income  tax  purposes)  at any time  that any
Certificates are outstanding,  in which case the Trust Fund may continue to hold such REO Property  (subject to
any conditions  contained in such Opinion of Counsel).  The Master  Servicer shall be entitled to be reimbursed
from the  Custodial  Account  for any costs  incurred in  obtaining  such  Opinion of  Counsel,  as provided in
Section 3.10.  Notwithstanding  any other  provision of this Agreement,  no REO Property  acquired by the Trust
Fund  shall be rented (or  allowed to  continue  to be rented) or  otherwise  used by or on behalf of the Trust
Fund in such a manner or  pursuant  to any terms that would (i) cause such REO  Property  to fail to qualify as
"foreclosure  property" within the meaning of  Section 860G(a)(8) of the Code or (ii) subject any REMIC created
hereunder  to the  imposition  of any  federal  income  taxes on the  income  earned  from  such REO  Property,
including any taxes imposed by reason of  Section 860G(c)  of the Code,  unless the Master  Servicer has agreed
to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes.

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

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

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

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

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

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

Section 3.16.  Servicing and Other Compensation; Compensating Interest.

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

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

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

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

(e)     Notwithstanding  clauses  (a) and (b)  above,  the  amount of  servicing  compensation  that the Master
Servicer shall be entitled to receive for its activities  hereunder for the period ending on each  Distribution
Date  shall  be  reduced  (but not  below  zero)  by the  amount  of  Compensating  Interest  (if any) for such
Distribution  Date used to cover Prepayment  Interest  Shortfalls as provided in  Section 3.16(f)  below.  Such
reduction shall be applied during such period as follows:  first,  to any Servicing Fee or Subservicing  Fee to
which the Master  Servicer is  entitled  pursuant to  Section 3.10(a)(iii);  and second,  to any income or gain
realized from any  investment of funds held in the Custodial  Account or the  Certificate  Account to which the
Master Servicer is entitled  pursuant to Sections 3.07(c) or 4.01(c),  respectively.  In making such reduction,
the Master  Servicer  shall not  withdraw  from the  Custodial  Account any such amount  representing  all or a
portion of the Servicing Fee to which it is entitled  pursuant to  Section 3.10(a)(iii)  and shall not withdraw
from the  Custodial  Account  or  Certificate  Account  any such  amount to which it is  entitled  pursuant  to
Section 3.07(c) or 4.01(c).

(f)     With respect to any Distribution  Date,  Prepayment  Interest  Shortfalls on the Mortgage Loans will be
covered  first,  by the Master  Servicer,  but only to the extent such  Prepayment  Interest  Shortfalls do not
exceed Eligible Master Servicing Compensation.

Section 3.17.  Reports to the Trustee and the Depositor.

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

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

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

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

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

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

Section 3.19.  Annual Independent Public Accountants' Servicing Report.

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

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

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

Section 3.21.  [Reserved].

Section 3.22.  Advance Facility.

        (a)    The Master  Servicer is hereby  authorized to enter into a financing or other facility (any such
arrangement,  an "Advance  Facility") under which (1) the Master Servicer sells,  assigns or pledges to another
Person (an  "Advancing  Person") the Master  Servicer's  rights under this  Agreement to be reimbursed  for any
Advances or Servicing  Advances  and/or (2) an  Advancing  Person  agrees to fund some or all  Advances  and/or
Servicing  Advances  required to be made by the Master Servicer  pursuant to this Agreement.  No consent of the
Depositor,  the  Trustee,  the  Certificateholders  or any other  party  shall be  required  before  the Master
Servicer  may enter into an Advance  Facility.  Notwithstanding  the  existence of any Advance  Facility  under
which an Advancing Person agrees to fund Advances and/or Servicing  Advances on the Master  Servicer's  behalf,
the Master  Servicer  shall  remain  obligated  pursuant  to this  Agreement  to make  Advances  and  Servicing
Advances  pursuant  to and as  required  by this  Agreement.  If the  Master  Servicer  enters  into an Advance
Facility,  and for so long as an Advancing  Person remains entitled to receive  reimbursement  for any Advances
including  Nonrecoverable  Advances  ("Advance  Reimbursement  Amounts")  and/or Servicing  Advances  including
Nonrecoverable  Advances  ("Servicing Advance  Reimbursement  Amounts" and together with Advance  Reimbursement
Amounts,  "Reimbursement  Amounts") (in each case to the extent such type of  Reimbursement  Amount is included
in the Advance Facility),  as applicable,  pursuant to this Agreement,  then the Master Servicer shall identify
such  Reimbursement  Amounts  consistent with the  reimbursement  rights set forth in  Section 3.10(a)(ii)  and
(vii) and remit such  Reimbursement  Amounts in accordance  with this  Section 3.22  or otherwise in accordance
with the  documentation  establishing the Advance  Facility to such Advancing Person or to a trustee,  agent or
custodian (an "Advance  Facility  Trustee")  designated by such Advancing  Person in an Advance Facility Notice
described below in  Section 3.22(b).  Notwithstanding  the foregoing,  if so required  pursuant to the terms of
the Advance  Facility,  the Master  Servicer may direct,  and if so directed in writing,  the Trustee is hereby
authorized to and shall pay to the Advance Facility Trustee the Reimbursement  Amounts  identified  pursuant to
the  preceding  sentence.  An  Advancing  Person  whose  obligations  hereunder  are  limited to the funding of
Advances and/or Servicing  Advances shall not be required to meet the  qualifications of a Master Servicer or a
Subservicer  pursuant to  Section 3.02(a)  or 6.02(c) hereof and shall not be deemed to be a Subservicer  under
this  Agreement.  Notwithstanding  anything to the contrary  herein,  in no event shall  Advance  Reimbursement
Amounts or  Servicing  Advance  Reimbursement  Amounts be  included  in the  Available  Distribution  Amount or
distributed to Certificateholders.

        (b)    If the Master  Servicer  enters into an Advance  Facility  and makes the  election  set forth in
Section 3.22(a),  the Master Servicer and the related  Advancing  Person shall deliver to the Trustee a written
notice and payment  instruction  (an "Advance  Facility  Notice"),  providing the Trustee with written  payment
instructions  as to where  to remit  Advance  Reimbursement  Amounts  and/or  Servicing  Advance  Reimbursement
Amounts  (each to the extent such type of  Reimbursement  Amount is included  within the Advance  Facility)  on
subsequent  Distribution Dates. The payment instruction shall require the applicable  Reimbursement  Amounts to
be distributed to the Advancing  Person or to an Advance  Facility  Trustee  designated in the Advance Facility
Notice.  An Advance  Facility  Notice  may only be  terminated  by the joint  written  direction  of the Master
Servicer and the related Advancing Person (and any related Advance Facility Trustee).

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

        (d)    Upon the direction of and at the expense of the Master  Servicer,  the Trustee agrees to execute
such  acknowledgments,  certificates,  and other documents  reasonably  satisfactory to the Trustee provided by
the Master  Servicer and  reasonably  satisfactory  to the Trustee  recognizing  the interests of any Advancing
Person or Advance  Facility Trustee in such  Reimbursement  Amounts as the Master Servicer may cause to be made
subject to Advance Facilities  pursuant to this Section 3.22,  and such other documents in connection with such
Advance  Facility as may be reasonably  requested from time to time by any Advancing Person or Advance Facility
Trustee and reasonably satisfactory to the Trustee.

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

        (i)    Any successor  Master Servicer to Residential  Funding (a "Successor  Master  Servicer") and the
Advancing  Person or Advance  Facility  Trustee shall be required to apply all amounts  available in accordance
with this  Section 3.22(e)  to the reimbursement of Advances and Servicing  Advances in the manner provided for
herein;  provided,  however,  that after the succession of a Successor Master Servicer,  (A) to the extent that
any Advances or Servicing  Advances with respect to any particular  Mortgage Loan are reimbursed  from payments
or recoveries,  if any, from the related Mortgagor,  and Liquidation  Proceeds or Insurance  Proceeds,  if any,
with respect to that Mortgage Loan,  reimbursement  shall be made,  first,  to the Advancing  Person or Advance
Facility Trustee in respect of Advances and/or  Servicing  Advances related to that Mortgage Loan to the extent
of the  interest  of the  Advancing  Person or Advance  Facility  Trustee  in such  Advances  and/or  Servicing
Advances,  second to the Master  Servicer  in respect of Advances  and/or  Servicing  Advances  related to that
Mortgage  Loan in excess of those in which the  Advancing  Person or  Advance  Facility  Trustee  Person has an
interest,  and third,  to the  Successor  Master  Servicer in respect of any other  Advances  and/or  Servicing
Advances  related to that Mortgage Loan, from such sources as and when  collected,  and (B)  reimbursements  of
Advances and  Servicing  Advances  that are  Nonrecoverable  Advances  shall be made pro rata to the  Advancing
Person or Advance  Facility  Trustee,  on the one hand, and any such Successor  Master  Servicer,  on the other
hand, on the basis of the respective aggregate  outstanding  unreimbursed  Advances and Servicing Advances that
are  Nonrecoverable  Advances  owed to the  Advancing  Person,  Advance  Facility  Trustee  or Master  Servicer
pursuant to this Agreement,  on the one hand, and any such Successor  Master  Servicer,  on the other hand, and
without  regard to the date on which any such  Advances  or  Servicing  Advances  shall have been made.  In the
event  that,  as a result  of the FIFO  allocation  made  pursuant  to this  Section 3.22(e),  some or all of a
Reimbursement  Amount  paid to the  Advancing  Person or  Advance  Facility  Trustee  relates  to  Advances  or
Servicing  Advances  that were made by a Person  other  than  Residential  Funding or the  Advancing  Person or
Advance  Facility  Trustee,  then the Advancing  Person or Advance  Facility Trustee shall be required to remit
any  portion  of such  Reimbursement  Amount to the  Person  entitled  to such  portion  of such  Reimbursement
Amount.  Without  limiting the generality of the  foregoing,  Residential  Funding shall remain  entitled to be
reimbursed by the Advancing Person or Advance  Facility Trustee for all Advances and Servicing  Advances funded
by Residential Funding to the extent the related  Reimbursement  Amount(s) have not been assigned or pledged to
an Advancing  Person or Advance Facility  Trustee.  The  documentation  establishing any Advance Facility shall
require  Residential  Funding to provide to the related  Advancing  Person or Advance  Facility Trustee loan by
loan  information  with respect to each  Reimbursement  Amount  distributed to such Advancing Person or Advance
Facility Trustee on each date of remittance  thereof to such Advancing Person or Advance Facility  Trustee,  to
enable the Advancing  Person or Advance  Facility  Trustee to make the FIFO  allocation  of each  Reimbursement
Amount with respect to each Mortgage Loan.

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

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

        (g)    Any  amendment to this  Section 3.22  or to any other  provision of this  Agreement  that may be
necessary  or  appropriate  to  effect  the  terms  of an  Advance  Facility  as  described  generally  in this
Section 3.22,  including  amendments to add provisions relating to a successor master servicer,  may be entered
into by the Trustee, the Depositor and the Master Servicer without the consent of any  Certificateholder,  with
written  confirmation  from each  Rating  Agency that the  amendment  will not result in the  reduction  of the
ratings on any class of the  Certificates  below the lesser of the then  current  or  original  ratings on such
Certificates  and  delivery  of an  Opinion  of Counsel as  required  under  Section 11.01(c),  notwithstanding
anything to the contrary in Section 11.01 of or elsewhere in this Agreement.

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

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

        (j)    After delivery of any Advance  Facility  Notice,  and until any such Advance Facility Notice has
been  terminated  by a Notice of  Facility  Termination,  this  Section 3.22  may not be amended  or  otherwise
modified without the prior written consent of the related Advancing Person.






ARTICLE IV




                                        PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01.  Certificate Account.

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

(b)     [Reserved].

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

Section 4.02.  Distributions.

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

(b)     (1)    On each Distribution  Date, the REMIC I  Distribution  Amount shall be distributed by REMIC I to
     REMIC II on account of the REMIC I  Regular  Interests and to the Holders of the Class R  Certificates  in
     the amounts and with the priorities set forth in the definition thereof.

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

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

(i)     to  the  Class A   Certificateholders,   the  Accrued  Certificate  Interest  payable  on  the  Class A
Certificates with respect to such  Distribution  Date, plus any related amounts accrued pursuant to this clause
(i) but  remaining  unpaid from any prior  Distribution  Date being paid from and in reduction of the Available
Distribution Amount for such Distribution Date;

(ii)    to the Class M  Certificateholders,  from the  amount,  if any, of the  Available  Distribution  Amount
remaining  after  the  foregoing  distributions,  the  Accrued  Certificate  Interest  payable  on the  Class M
Certificates with respect to such  Distribution  Date, plus any related amounts accrued pursuant to this clause
(ii)  but   remaining   unpaid   from  any   prior   Distribution   Date,   sequentially,   to  the   Class M-1
Certificateholders,  Class M-2 Certificateholders,  Class M-3 Certificateholders, Class M-4 Certificateholders,
Class M-5   Certificateholders,   Class M-6   Certificateholders,   Class M-7   Certificateholders,   Class M-8
Certificateholders  and Class M-9  Certificateholders,  in that order,  being paid from and in reduction of the
Available Distribution Amount for such Distribution Date;

(iii)   [reserved];

(iv)    the  Principal  Distribution  Amount  shall be  distributed  as  follows,  to be  applied to reduce the
Certificate  Principal  Balance of the  applicable  Certificates  in each case to the  extent of the  remaining
Principal Distribution Amount:

                      (A)    first,   the  Class  A  Principal   Distribution   Amount  shall  be  distributed,
               sequentially,  to the  Class A-1  Certificateholders,  Class A-2  Certificateholders,  Class A-3
               Certificateholders  and  Class A-4  Certificateholders,  in that  order,  in each case until the
               aggregate Certificate Principal Balance thereof is reduced to zero;

                      (B)    second,   to   the   Class M-1   Certificateholders,   the   Class M-1   Principal
               Distribution Amount, until the Certificate  Principal Balance of the Class M-1  Certificates has
               been reduced to zero;

                      (C)    third, to the Class M-2  Certificateholders,  the Class M-2 Principal Distribution
               Amount, until the Certificate  Principal Balance of the Class M-2  Certificates has been reduced
               to zero;

                      (D)    fourth,   to   the   Class M-3   Certificateholders,   the   Class M-3   Principal
               Distribution Amount, until the Certificate  Principal Balance of the Class M-3  Certificates has
               been reduced to zero;

                      (E)    fifth, to the Class M-4  Certificateholders,  the Class M-4 Principal Distribution
               Amount, until the Certificate  Principal Balance of the Class M-4  Certificates has been reduced
               to zero;

                      (F)    sixth, to the Class M-5  Certificateholders,  the Class M-5 Principal Distribution
               Amount, until the Certificate  Principal Balance of the Class M-5  Certificates has been reduced
               to zero;

                      (G)    seventh,   to  the   Class M-6   Certificateholders,   the   Class M-6   Principal
               Distribution Amount, until the Certificate  Principal Balance of the Class M-6  Certificates has
               been reduced to zero;

                      (H)    eighth,   to   the   Class M-7   Certificateholders,   the   Class M-7   Principal
               Distribution Amount, until the Certificate  Principal Balance of the Class M-7  Certificates has
               been reduced to zero;

                      (I)    ninth, to the Class M-8  Certificateholders,  the Class M-8 Principal Distribution
               Amount, until the Certificate  Principal Balance of the Class M-8  Certificates has been reduced
               to zero; and

                      (J)    tenth, to the Class M-9  Certificateholders,  the Class M-9 Principal Distribution
               Amount, until the Certificate  Principal Balance of the Class M-9  Certificates has been reduced
               to zero;

(v)     to the  Class A  Certificateholders  and  Class M  Certificateholders,  the  amount  of any  Prepayment
Interest  Shortfalls  allocated  thereto for such  Distribution  Date,  on a pro rata basis based on Prepayment
Interest  Shortfalls  allocated  thereto to the extent not offset by Eligible Master Servicing  Compensation on
such Distribution Date;

(vi)    to the  Class A  Certificateholders  and  Class M  Certificateholders,  the  amount  of any  Prepayment
Interest Shortfalls  previously  allocated thereto remaining unpaid from prior Distribution Dates together with
interest thereon at the Pass-Through Rate, on a pro rata basis based on unpaid Prepayment  Interest  Shortfalls
previously allocated thereto;

(vii)   first,  to the Class A  Certificateholders,  the amount of any unpaid Basis Risk  Shortfalls  allocated
thereto, on a pro rata basis based on the amount of unpaid Basis Risk Shortfalls  allocated thereto,  and then,
sequentially,  to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,  Class M-6,  Class M-7,  Class M-8
and Class M-9  Certificateholders,  in that order,  the related Basis Risk Shortfall,  as applicable,  for such
Class and that Distribution Date;

(viii)  to the Class A  Certificateholders  and Class M  Certificateholders,  Relief Act  Shortfalls  allocated
thereto for such  Distribution  Date, on a pro rata basis based on Relief Act Shortfalls  allocated thereto for
such Distribution Date,

(ix)    first,  to the Class A  Certificateholders,  the principal  portion of any Realized  Losses  previously
allocated to those  Certificates  and  remaining  unreimbursed,  on a pro rata basis based on their  respective
principal  portion  of  any  Realized  Losses  previously   allocated  to  those   Certificates  and  remaining
unreimbursed,  and  then,  sequentially,  to  the  Class M-1,   Class M-2,   Class M-3,  Class M-4,  Class M-5,
Class M-6,  Class M-7, Class M-8 and Class M-9 Certificateholders,  in that order, the principal portion of any
Realized Losses previously allocated to such Class and remaining unreimbursed;

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

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

(d)     Notwithstanding the foregoing clause (c), upon the reduction of the Certificate  Principal Balance of a
Class of  Class A  Certificates  or  Class M  Certificates  to zero,  such  Class of  Certificates  will not be
entitled to further distributions pursuant to Section 4.02.

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

(f)     Except  as  otherwise  provided  in  Section 9.01,  if the  Master  Servicer  anticipates  that a final
distribution  with  respect  to any  Class of  Certificates  will be made on a  Distribution  Date,  the Master
Servicer  shall,  no later than 40 days' prior to such  Distribution  Date,  notify the Trustee and the Trustee
shall,  not earlier than the 15th day and not later than the 25th day of the month preceding such  Distribution
Date,  distribute,  or cause to be  distributed,  on such date to each Holder of such Class of  Certificates  a
notice to the effect  that:  (i) the  Trustee  anticipates  that the final  distribution  with  respect to such
Class of  Certificates  will be made on such Distribution Date but only upon presentation and surrender of such
Certificates  at the office of the  Trustee or as  otherwise  specified  therein,  and (ii) no  interest  shall
accrue  on  such  Certificates  from  and  after  the  end of the  prior  calendar  month.  In the  event  that
Certificateholders  required to surrender  their  Certificates  pursuant to  Section 9.01(c)  do not  surrender
their  Certificates for final  cancellation,  the Trustee shall cause funds  distributable with respect to such
Certificates  to be withdrawn from the  Certificate  Account and credited to a separate  escrow account for the
benefit of such Certificateholders as provided in Section 9.01(d).

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

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

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

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

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

(iv)    the amount of any other fees or expenses  paid,  and the identity of the party  receiving  such fees or
expenses;  (A) the amount of such distribution to the  Certificateholders  of such  Class applied to reduce the
Certificate  Principal Balance thereof,  and (B) the aggregate amount included therein  representing  Principal
Prepayments;

(v)     the  amount of such  distribution  to Holders  of such  Class of  Certificates  allocable  to  interest
(including amounts payable as a portion of the Excess Cash Flow);

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

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

(viii)  the Certificate Principal Balance of each Class of Class A Certificates as of the Closing Date;

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

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

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

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

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

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

(xv)    the amount,  if any, of the Yield  Maintenance  Agreement  Payment for such  Distribution  Date and any
shortfall  in  amounts  previously  required  to be paid  under  the  Yield  Maintenance  Agreement  for  prior
Distribution Dates;

(xvi)   the  number,  aggregate  principal  balance and Stated  Principal  Balance of any REO  Properties  with
respect to the Mortgage Loans;

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

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

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

(xx)    the Basis Risk Shortfalls and Prepayment Interest Shortfalls;

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

(xxii)  the number and aggregate principal balance of the Mortgage Loans repurchased under Section 4.07;

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

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

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

(xxvi)  the occurrence of the Stepdown Date; and

(xxvii) the amount, if any, required to be paid under any Derivative  Contract entered into pursuant to Section
4.09 hereof.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 4.05.  Allocation of Realized Losses.

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

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

(i)     first, to Excess Cash Flow in the amounts and priority as provided in Section 4.02;

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

(iii)   third, to the Class M-9  Certificates,  until the aggregate  Certificate  Principal Balance thereof has
                     been reduced to zero;

(iv)    fourth, to the Class M-8  Certificates,  until the aggregate  Certificate Principal Balance thereof has
                     been reduced to zero;

(v)     fifth, to the Class M-7  Certificates,  until the aggregate  Certificate  Principal Balance thereof has
                     been reduced to zero;

(vi)    sixth, to the Class M-6  Certificates,  until the aggregate  Certificate  Principal Balance thereof has
                     been reduced to zero;

(vii)   seventh, to the Class M-5  Certificates,  until the aggregate Certificate Principal Balance thereof has
                     been reduced to zero;

(viii)  eighth, to the Class M-4  Certificates,  until the aggregate  Certificate Principal Balance thereof has
                     been reduced to zero;

(ix)    ninth, to the Class M-3  Certificates,  until the aggregate  Certificate  Principal Balance thereof has
                     been reduced to zero;

(x)     tenth, to the Class M-2  Certificates,  until the aggregate  Certificate  Principal Balance thereof has
                     been reduced to zero;

(xi)    eleventh, to the Class M-1 Certificates,  until the aggregate Certificate Principal Balance thereof has
                     been reduced to zero; and

(xii)   twelfth,  to the Class A-1,  Class A-2, Class A-3 and Class A-4 Certificates on a pro rata basis, based
                     on their  then  outstanding  Certificate  Principal  Balances  prior to  giving  effect to
                     distributions  to be made on such  Distribution  Date,  until  the  aggregate  Certificate
                     Principal Balance of each such Class has been reduced to zero.

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

(d)     All Realized Losses on the Mortgage Loans shall be allocated on each  Distribution  Date to the REMIC I
Regular Interests as provided in the definition of REMIC I Realized Losses.

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

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

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

Section 4.07.  Optional Purchase of Defaulted Mortgage Loans.

(a)     With  respect to any  Mortgage  Loan  which is  delinquent  in  payment by 90 days or more,  the Master
Servicer  may, at its option,  purchase such  Mortgage  Loan from the Trustee at the Purchase  Price  therefor;
provided, that such Mortgage Loan is 90 days or more delinquent at the time of repurchase.

(b)     If at any time the Master  Servicer makes a payment to the Certificate  Account  covering the amount of
the Purchase Price for such a Mortgage Loan as provided in clause (a) above,  and the Master Servicer  provides
to the Trustee a certification  signed by a Servicing  Officer stating that the amount of such payment has been
deposited in the  Certificate  Account,  then the Trustee shall execute the assignment of such Mortgage Loan at
the request of the Master  Servicer  without  recourse to the Master  Servicer  which shall  succeed to all the
Trustee's  right,  title and interest in and to such Mortgage  Loan,  and all security and  documents  relative
thereto.  Such  assignment  shall be an  assignment  outright and not for  security.  The Master  Servicer will
thereupon  own such  Mortgage,  and all such  security and  documents,  free of any further  obligation  to the
Trustee or the Certificateholders with respect thereto.

Section 4.08.  Limited Mortgage Loan Repurchase Right.

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

Section 4.09.  Derivative Contracts.

(a)     The Trustee shall, at the written direction of the Master Servicer,  on behalf of the Trust Fund, enter
into Derivative  Contracts,  solely for the benefit of the Class SB Certificates.  Any such Derivative Contract
shall  constitute a fully prepaid  agreement.  The Master  Servicer shall  determine,  in its sole  discretion,
whether any  Derivative  Contract  conforms to the  requirements  of clauses (b) and (c) of this Section  4.09.
Any  acquisition of a Derivative  Contract shall be accompanied by an appropriate  amendment to this Agreement,
including  an Opinion of Counsel,  as provided  in Section  11.01,  and either (i) an Opinion of Counsel to the
effect that the  existence  of the  Derivative  Contract  will not  adversely  affect the  availability  of the
exemptive relief afforded under ERISA by U.S.  Department of Labor  Prohibited  Transaction  Exemption  ("PTE")
94-29,  as most  recently  amended,  67 Fed.  Reg.  54487  (Aug.  22,  2002),  to the  Holders  of the  Class A
Certificates  or the Class M Certificates,  as of the date the Derivative  Contract is acquired by the Trustee;
or (ii) the consent of each holder of a Class A Certificate or Class M Certificate  to the  acquisition of such
Derivative  Contract.  All  collections,  proceeds  and other  amounts in respect of the  Derivative  Contracts
payable by the Derivative  Counterparty  shall be distributed to the Class SB Certificates on the  Distribution
Date following  receipt thereof by the Trustee.  In no event shall such an instrument  constitute a part of any
REMIC created hereunder.  In addition,  in the event any such instrument is deposited,  the Trust Fund shall be
deemed to be  divided  into two  separate  and  discrete  sub-trusts.  The assets of one such  sub-trust  shall
consist of all the assets of the Trust Fund other than such  instrument  and the assets of the other  sub-trust
shall consist solely of such instrument.

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

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

Section 4.10.  Yield Maintenance Agreement.

(a)     In the event that the Trustee does not receive by the Business Day  preceding a  Distribution  Date the
amount as  specified by the Master  Servicer  pursuant to  Section 4.04(a)(iv)  hereof as the amount to be paid
with  respect  to  such  Distribution  Date  by the  Yield  Maintenance  Agreement  Provider  under  the  Yield
Maintenance  Agreement,  the Trustee shall enforce the obligation of the Yield Maintenance  Agreement  Provider
thereunder.  The parties hereto  acknowledge that the Yield Maintenance  Agreement Provider shall be making all
calculations,  and determine the amounts to be paid,  under the Yield  Maintenance  Agreement.  Absent manifest
error, the Trustee may conclusively  rely on such  calculations and determination and any notice received by it
from the Master Servicer pursuant to Section 4.04(a)(iv) hereof.

(b)     The Trustee  shall  deposit or cause to be deposited any amount  received  under the Yield  Maintenance
Agreement  into the  Certificate  Account  on the date such  amount  is  received  from the  Yield  Maintenance
Agreement  Provider  under the Yield  Maintenance  Agreement  (including  termination  payments,  if any).  All
payments  received  under  the  Yield  Maintenance  Agreement  shall  be  distributed  in  accordance  with the
priorities set forth in Section 4.02(c) hereof.

(c)     In the event that the Yield Maintenance Agreement, or any replacement thereof,  terminates prior to the
Distribution Date in December 2010,  the Master Servicer,  but at no expense to the Master Servicer,  on behalf
of the Trustee,  to the extent that the termination value under the Yield  Maintenance  Agreement is sufficient
therefor  and only to the extent of the  termination  payment  received  from the Yield  Maintenance  Agreement
Provider,  shall  (i) cause  a new yield  maintenance  agreement  provider  to assume the  obligations  of such
terminated yield maintenance  agreement  provider or (ii) cause a new yield maintenance  agreement  provider to
enter into a new yield maintenance  agreement with the Trust Fund having  substantially  similar terms as those
set forth in the Yield Maintenance Agreement.







ARTICLE V


                                               THE CERTIFICATES

Section 5.01.  The Certificates.

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

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

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

        If with respect to any Book-Entry  Certificate (i)(A) the Depositor advises the Trustee in writing that
the  Depository is no longer  willing or able to properly  discharge its  responsibilities  as Depository  with
respect to such  Book-Entry  Certificate  and (B) the Depositor is unable to locate a qualified  successor,  or
(ii) (A) the  Depositor  at its  option  advises  the  Trustee  in  writing  that it  elects to  terminate  the
book-entry  system for such Book-Entry  Certificate  through the Depository and (B) upon receipt of notice from
the  Depository  of  the  Depositor's   election  to  terminate  the  book-entry  system  for  such  Book-Entry
Certificate,  the Depository  Participants holding beneficial  interests in such Book-Entry  Certificates agree
to initiate such termination,  the Trustee shall notify all Certificate Owners of such Book-Entry  Certificate,
through  the  Depository,  of  the  occurrence  of  any  such  event  and of  the  availability  of  Definitive
Certificates  to  Certificate  Owners  requesting  the same.  Upon  surrender to the Trustee of the  Book-Entry
Certificates by the Depository,  accompanied by registration  instructions from the Depository for registration
of transfer, the Trustee shall issue the Definitive Certificates.

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

        None of the Depositor,  the Master Servicer or the Trustee shall be liable for any actions taken by the
Depository or its nominee,  including,  without limitation,  any delay in delivery of any instructions required
under  this  Section  5.01  and may  conclusively  rely  on,  and  shall  be  protected  in  relying  on,  such
INSTRUCTIONS.  Upon the  issuance  of  Definitive  Certificates,  the  Trustee  and the Master  Servicer  shall
recognize the Holders of the Definitive Certificates as Certificateholders hereunder.

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

Section 5.02.  Registration of Transfer and Exchange of Certificates.

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

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

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

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

(e)     (i) In the case of any Class SB  Certificate or Class R  Certificate  presented for registration in the
name of any Person,  either (A) the Trustee shall  require an Opinion of Counsel  acceptable to and in form and
substance  satisfactory  to the Trustee,  the Depositor and the Master Servicer to the effect that the purchase
or holding of such Class SB  Certificate or Class R  Certificate is permissible  under applicable law, will not
constitute or result in any non-exempt  prohibited  transaction  under  Section 406 of ERISA or Section 4975 of
the Code (or  comparable  provisions  of any  subsequent  enactments),  and will not subject the  Trustee,  the
Depositor or the Master  Servicer to any obligation or liability  (including  obligations or liabilities  under
ERISA or  Section 4975  of the Code) in  addition  to those  undertaken  in this  Agreement,  which  Opinion of
Counsel shall not be an expense of the Trustee,  the Depositor or the Master  Servicer,  or (B) the prospective
transferee  shall  be  required  to  provide  the  Trustee,  the  Depositor  and  the  Master  Servicer  with a
certification  to the effect set forth in Exhibit P  (with respect to a Class SB  Certificate)  or in paragraph
fifteen of  Exhibit H-1  (with  respect to a Class R  Certificate),  which the  Trustee  may rely upon  without
further inquiry or investigation,  or such other  certifications as the Trustee may deem desirable or necessary
in order to establish that such  transferee or the Person in whose name such  registration  is requested is not
an employee  benefit plan or other plan or  arrangement  subject to the  prohibited  transaction  provisions of
ERISA or  Section 4975  of the Code,  or any Person  (including  an  insurance  company  investing  its general
accounts,  an investment  manager,  a named fiduciary or a trustee of any such plan) who is using "plan assets"
of any such plan to effect such acquisition (each of the foregoing, a "Plan Investor").

               (ii) Any  Transferee of a Class M  Certificate  will be deemed to have  represented by virtue of
its purchase or holding of such  Certificate  (or interest  therein)  that either (a) such  Transferee is not a
Plan  Investor,  (b) it has acquired and is holding such  Certificate  in reliance on U.S.  Department of Labor
Prohibited  Transaction  Exemption  ("PTE") 94-29, as most recently amended by PTE 2002-41,  67 Fed. Reg. 54487
(Aug. 22,  2002) (the "RFC  Exemption"),  and that it  understands  that there are  certain  conditions  to the
availability  of the RFC Exemption,  including that such  Certificate  must be rated,  at the time of purchase,
not lower than "BBB-" (or its  equivalent)  by Fitch,  Standard & Poor's or Moody's or (c) (x) such  Transferee
is an  insurance  company,  (y) the source of funds used to  purchase  or hold such  Certificate  (or  interest
therein) is an  "insurance  company  general  account" (as defined in  Prohibited  Transaction  Class Exemption
("PTCE")  95-60),  and (z) the  conditions  set forth in  Sections I and III of PTCE 95-60 have been  satisfied
(each entity that satisfies this clause (c), a "Complying Insurance Company").

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 5.04.  Persons Deemed Owners.

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

Section 5.05.  Appointment of Paying Agent.

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








ARTICLE VI



                                     THE DEPOSITOR AND THE MASTER SERVICER

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

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

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

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

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

(c)     Notwithstanding  anything  else in this  Section 6.02  and  Section 6.04  to the  contrary,  the Master
Servicer may assign its rights and delegate its duties and  obligations  under this  Agreement;  provided  that
the Person  accepting such  assignment or delegation  shall be a Person which is qualified to service  mortgage
loans on behalf of Fannie Mae or Freddie Mac, is reasonably  satisfactory to the Trustee and the Depositor,  is
willing  to  service  the  Mortgage  Loans and  executes  and  delivers  to the  Depositor  and the  Trustee an
agreement,  in form and substance reasonably  satisfactory to the Depositor and the Trustee,  which contains an
assumption  by such Person of the due and punctual  performance  and  observance of each covenant and condition
to be performed or observed by the Master  Servicer  under this  Agreement;  provided  further that each Rating
Agency's  rating of the  Classes  of  Certificates  that have been  rated in effect  immediately  prior to such
assignment  and  delegation  will not be  qualified,  reduced or withdrawn as a result of such  assignment  and
delegation  (as  evidenced  by a letter  to such  effect  from  each  Rating  Agency).  In the case of any such
assignment and delegation,  the Master  Servicer shall be released from its  obligations  under this Agreement,
except that the Master  Servicer  shall remain liable for all  liabilities  and  obligations  incurred by it as
Master  Servicer  hereunder  prior to the  satisfaction of the conditions to such assignment and delegation set
forth in the next preceding  sentence.  Notwithstanding  the foregoing,  in the event of a pledge or assignment
by the Master  Servicer  solely of its rights to purchase  all assets of the Trust Fund under  Section  9.01(a)
(or, if so  specified in Section  9.01(a),  its rights to purchase  the  Mortgage  Loans and property  acquired
related to such Mortgage Loans or its rights to purchase the  Certificates  related  thereto),  the provisos of
the first sentence of this paragraph will not apply.

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

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

Section 6.04.  Depositor and Master Servicer Not to Resign.

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








ARTICLE VII



                                                    DEFAULT

Section 7.01.  Events of Default.

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

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

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

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

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

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

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

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

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

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

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

Section 7.03.  Notification to Certificateholders.

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

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

Section 7.04.  Waiver of Events of Default.

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






ARTICLE VIII



                                            CONCERNING THE TRUSTEE

Section 8.01.  Duties of Trustee.

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

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

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

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

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

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

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

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

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

Section 8.02.  Certain Matters Affecting the Trustee.

(a)     Except as otherwise provided in Section 8.01:

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

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

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

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

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

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

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

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

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

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

Section 8.04.  Trustee May Own Certificates.

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

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

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

(b)     The Master Servicer agrees to indemnify the Trustee for, and to hold the Trustee harmless against,  any
loss,  liability or expense incurred without  negligence or willful  misconduct on its part, arising out of, or
in connection with, the acceptance and  administration  of the Trust Fund,  including its obligation to execute
the DTC Letter in its individual  capacity,  and including the costs and expenses  (including  reasonable legal
fees and expenses) of defending  itself  against any claim in connection  with the exercise or  performance  of
any of its powers or duties under this Agreement and the Yield Maintenance Agreement, provided that:

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

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

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

Section 8.06.  Eligibility Requirements for Trustee.

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

Section 8.07.  Resignation and Removal of the Trustee.

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

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

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

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

Section 8.08.  Successor Trustee.

(a)     Any successor trustee appointed as provided in Section 8.07  shall execute,  acknowledge and deliver to
the  Depositor  and to its  predecessor  trustee  an  instrument  accepting  such  appointment  hereunder,  and
thereupon the  resignation  or removal of the  predecessor  trustee shall become  effective and such  successor
trustee shall become effective and such successor trustee,  without any further act, deed or conveyance,  shall
become fully vested with all the rights,  powers,  duties and  obligations of its predecessor  hereunder,  with
the like  effect as if  originally  named as trustee  herein.  The  predecessor  trustee  shall  deliver to the
successor  trustee all Mortgage  Files and related  documents and statements  held by it hereunder  (other than
any Mortgage  Files at the time held by a  Custodian,  which shall  become the agent of any  successor  trustee
hereunder),  and the Depositor,  the Master Servicer and the predecessor trustee shall execute and deliver such
instruments  and do such other things as may  reasonably be required for more fully and  certainly  vesting and
confirming in the successor trustee all such rights, powers, duties and obligations.

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

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

Section 8.09.  Merger or Consolidation of Trustee.

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

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

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

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

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

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

Section 8.11.  Appointment of Custodians.

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

Section 8.12.  Appointment of Office or Agency.

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

Section 8.13.  DTC Letter of Representations.

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

Section 8.14.  Yield Maintenance Agreement.

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







ARTICLE IX


                                                  TERMINATION

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

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

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

(ii)    at the option of the Master Servicer,  the purchase of all Mortgage Loans and all property  acquired in
        respect of any  Mortgage  Loan  remaining  in the Trust  Fund,  at a price  equal to 100% of the unpaid
        principal  balance of each  Mortgage  Loan (or, if less than such unpaid  principal  balance,  the fair
        market value of the related  underlying  property of such Mortgage Loan with respect to Mortgage  Loans
        as to which  title has been  acquired  if such fair  market  value is less than such  unpaid  principal
        balance) (and if such purchase is made by the Master  Servicer only, net of any  unreimbursed  Advances
        attributable to principal) on the day of repurchase,  plus accrued interest thereon at the Net Mortgage
        Rate (or Modified Net Mortgage Rate in the case of any Modified  Mortgage Loan), to, but not including,
        the first day of the month in which such repurchase price is distributed;

provided,  however,  that in no event shall the trust created hereby continue beyond the expiration of 21 years
from the death of the last  survivor  of the  descendants  of Joseph P.  Kennedy,  the late  ambassador  of the
United States to the Court of St. James,  living on the date hereof;  and provided  further,  that the purchase
price set forth above shall be  increased as is  necessary,  as  determined  by the Master  Servicer,  to avoid
disqualification of any REMIC created hereunder as a REMIC.

        The purchase price paid by the Master Servicer pursuant to  Section 9.01(a)(ii)  shall also include any
amounts owed by Residential  Funding  pursuant to the last  paragraph of Section 4 of the Assignment  Agreement
in respect  of any  liability,  penalty  or  expense  that  resulted  from a breach of the  representation  and
warranty set forth in clause  (xlvii) of Section 4 of the  Assignment  Agreement that remain unpaid on the date
of such purchase.

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

        In addition to the foregoing,  on any Distribution Date on or after the Optional  Termination Date, the
Master  Servicer  shall  have  the  right,  at its  option,  to  purchase  the  Class A  Certificates,  Class M
Certificates  and  Class SB  Certificates  in  whole,  but  not in  part,  at a price  equal  to the sum of the
outstanding  Certificate  Principal  Balance  of  such  Certificates  plus  the  sum  of  one  month's  Accrued
Certificate  Interest thereon,  any previously unpaid Accrued Certificate  Interest,  and any unpaid Prepayment
Interest Shortfalls  previously allocated thereto and, in the case of Prepayment Interest  Shortfalls,  accrued
interest  thereon at the applicable  Pass-Through  Rate through the date of such optional  termination.  If the
Master Servicer exercises this right to purchase the outstanding  Class A  Certificates,  Class M  Certificates
and Class SB  Certificates,  the Master  Servicer  will  promptly  terminate  the  respective  obligations  and
responsibilities created hereby in respect of these Certificates pursuant to this Article IX.

(b)     The Master  Servicer  shall give the Trustee not less than 40 days'  prior  notice of the  Distribution
Date  on  which  (1)  the  Master  Servicer   anticipates  that  the  final   distribution   will  be  made  to
Certificateholders  as a result of the  exercise by the Master  Servicer of its right to purchase  the Mortgage
Loans or on which (2) the Master Servicer  anticipates that the  Certificates  will be purchased as a result of
the  exercise by the Master  Servicer to purchase  the  outstanding  Certificates.  Notice of any  termination,
specifying  the  anticipated  Final  Distribution  Date  (which  shall  be a date  that  would  otherwise  be a
Distribution  Date) upon which the  Certificateholders  may surrender their  Certificates to the Trustee (if so
required  by the  terms  hereof)  for  payment  of the final  distribution  and  cancellation  or notice of any
purchase  of the  outstanding  Certificates,  specifying  the  Distribution  Date upon  which the  Holders  may
surrender  their  Certificates  to the Trustee for payment,  shall be given promptly by the Master Servicer (if
it is exercising the right to purchase the Mortgage Loans or to purchase the outstanding  Certificates),  or by
the  Trustee  (in any  other  case)  by  letter  to the  Certificateholders  (with  a copy  to the  Certificate
Registrar)  mailed not  earlier  than the 15th day and not later than the 25th day of the month next  preceding
the month of such final distribution specifying:

(i)     the anticipated Final  Distribution Date upon which final payment of the Certificates is anticipated to
be made upon  presentation  and  surrender  of  Certificates  at the  office or agency of the  Trustee  therein
designated  where required  pursuant to this  Agreement or, in the case of the purchase by the Master  Servicer
of the outstanding Certificates, the Distribution Date on which such purchase is made,

(ii)    the amount of any such final payment or, in the case of the purchase of the  outstanding  Certificates,
the purchase price, in either case, if known, and

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

        If the Master  Servicer or the Trustee is  obligated to give notice to  Certificateholders  as required
above,  it  shall  give  such  notice  to the  Certificate  Registrar  at the  time  such  notice  is  given to
Certificateholders.  In the event of a  purchase  of the  Mortgage  Loans by the  Master  Servicer,  the Master
Servicer shall deposit in the Certificate  Account before the Final Distribution Date in immediately  available
funds an amount  equal to the purchase  price  computed as provided  above.  As a result of the exercise by the
Master  Servicer of its right to purchase the  outstanding  Certificates,  the Master Servicer shall deposit in
the  Certificate  Account,  before the  Distribution  Date on which such purchase is to occur,  in  immediately
available  funds, an amount equal to the purchase price for the  Certificates  computed as provided above,  and
provide  notice of such  deposit to the  Trustee.  The  Trustee  shall  withdraw  from such  account the amount
specified  in  subsection  (c) below and  distribute  such amount to the  Certificateholders  as  specified  in
subsection (c) below.  The Master Servicer shall provide to the Trustee  written  notification of any change to
the anticipated  Final  Distribution  Date as soon as  practicable.  If the Trust Fund is not terminated on the
anticipated  Final  Distribution  Date, for any reason,  the Trustee shall promptly mail notice thereof to each
affected Certificateholder.

(c)     Upon  presentation  and  surrender  of the  Class A  Certificates,  Class M  Certificates  and Class SB
Certificates by the  Certificateholders  thereof, the Trustee shall distribute to such  Certificateholders  (i)
the amount otherwise  distributable on such Distribution  Date, if not in connection with the Master Servicer's
election to repurchase the Mortgage Loans or the  outstanding  Class A Certificates,  Class M Certificates  and
Class SB  Certificates,  or (ii) if the Master  Servicer  elected to so  repurchase  the Mortgage  Loans or the
outstanding  Class A  Certificates,  Class M  Certificates  and Class SB  Certificates,  an amount equal to the
price paid  pursuant to Section  9.01(a) as follows:  first,  with  respect to the Class A  Certificates,  pari
passu, the outstanding  Certificate  Principal Balance thereof,  plus Accrued Certificate  Interest thereon for
the related  Interest  Accrual Period and any previously  unpaid Accrued  Certificate  Interest,  second,  with
respect to the Class M-1 Certificates,  the outstanding  Certificate  Principal  Balance thereof,  plus Accrued
Certificate  Interest  thereon  for the related  Interest  Accrual  Period and any  previously  unpaid  Accrued
Certificate  Interest,  third,  with  respect  to the  Class  M-2  Certificates,  the  outstanding  Certificate
Principal Balance thereof,  plus Accrued  Certificate  Interest thereon for the related Interest Accrual Period
and any previously unpaid Accrued  Certificate  Interest,  fourth,  with respect to the Class M-3 Certificates,
the outstanding  Certificate  Principal  Balance  thereof,  plus Accrued  Certificate  Interest thereon for the
related Interest Accrual Period and any previously  unpaid Accrued  Certificate  Interest,  fifth, with respect
to  the  Class  M-4  Certificates,   the  outstanding  Certificate  Principal  Balance  thereof,  plus  Accrued
Certificate  Interest  thereon  for the related  Interest  Accrual  Period and any  previously  unpaid  Accrued
Certificate  Interest,  sixth,  with  respect  to the  Class  M-5  Certificates,  the  outstanding  Certificate
Principal Balance thereof,  plus Accrued  Certificate  Interest thereon for the related Interest Accrual Period
and any previously unpaid Accrued Certificate  Interest,  seventh,  with respect to the Class M-6 Certificates,
the outstanding  Certificate  Principal  Balance  thereof,  plus Accrued  Certificate  Interest thereon for the
related Interest Accrual Period and any previously unpaid Accrued  Certificate  Interest,  eighth, with respect
to  the  Class  M-7  Certificates,   the  outstanding  Certificate  Principal  Balance  thereof,  plus  Accrued
Certificate  Interest  thereon  for the related  Interest  Accrual  Period and any  previously  unpaid  Accrued
Certificate  Interest,  ninth,  with  respect  to the  Class  M-8  Certificates,  the  outstanding  Certificate
Principal Balance thereof,  plus Accrued  Certificate  Interest thereon for the related Interest Accrual Period
and any previously  unpaid Accrued  Certificate  Interest,  tenth,  with respect to the Class M-9 Certificates,
the outstanding  Certificate  Principal  Balance  thereof,  plus Accrued  Certificate  Interest thereon for the
related  Interest  Accrual  Period and any previously  unpaid  Accrued  Certificate  Interest,  eleventh,  with
respect  to the  Class  A  Certificates  and  Class M  Certificates,  the  amount  of any  Prepayment  Interest
Shortfalls  allocated thereto for such Distribution Date or remaining unpaid from prior  Distribution Dates and
accrued  interest  thereon  at the  applicable  Pass-Through  Rate,  on a pro rata  basis  based on  Prepayment
Interest  Shortfalls  allocated thereto for such Distribution Date or remaining unpaid from prior  Distribution
Dates, and twelfth, with respect to the Class SB Certificates, all remaining amounts.

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

(e)     If any  Certificateholders  do not surrender their  Certificates on or before the Distribution  Date on
which a  purchase  of the  outstanding  Certificates  is to be made,  the Master  Servicer  shall give a second
written notice to such  Certificateholders  to surrender their  Certificates  for payment of the purchase price
therefor.  If within six months after the second notice any  Certificate  shall not have been  surrendered  for
cancellation,  the Trustee  shall take  appropriate  steps as  directed  by the Master  Servicer to contact the
Holders  of  such  Certificates  concerning  surrender  of  their  Certificates.  The  costs  and  expenses  of
maintaining  the  Certificate  Account  and of  contacting  Certificateholders  shall be paid out of the assets
which  remain in the  Certificate  Account.  If within nine  months  after the second  notice any  Certificates
shall not have been  surrendered for cancellation in accordance with this  Section 9.01,  the Trustee shall pay
to the Master Servicer all amounts  distributable  to the Holders thereof and shall have no further  obligation
or liability  therefor and the Master  Servicer shall  thereafter  hold such amounts until  distributed to such
Holders.  No  interest  shall  accrue  or be  payable  to any  Certificateholder  on  any  amount  held  in the
Certificate  Account or by the Master  Servicer as a result of such  Certificateholder's  failure to  surrender
its Certificate(s)  for payment in accordance with this  Section 9.01.  Any Certificate that is not surrendered
on the Distribution  Date on which a purchase  pursuant to this  Section 9.01  occurs as provided above will be
deemed to have been  purchased and the Holder as of such date will have no rights with respect  thereto  except
to receive the purchase price therefor minus any costs and expenses  associated with such  Certificate  Account
and  notices  allocated  thereto.  Any  Certificates  so  purchased  or deemed to have been  purchased  on such
Distribution  Date shall  remain  outstanding  hereunder.  The Master  Servicer  shall be for all  purposes the
Holder thereof as of such date.

Section 9.02.  Additional Termination Requirements.

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

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

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

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

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








ARTICLE X



                                               REMIC PROVISIONS

Section 10.01. REMIC Administration.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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








ARTICLE XI


                                           MISCELLANEOUS PROVISIONS

Section 11.01. Amendment.

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

(i)     to cure any ambiguity,

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

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

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

(v)     to  modify,  eliminate  or add to the  provisions  of  Section 5.02(f)  or any other  provision  hereof
        restricting  transfer of the Class R  Certificates by virtue of their being the "residual interests" in
        the Trust Fund  provided  that (A) such change shall not result in reduction of the rating  assigned to
        any such Class of  Certificates  below the lower of the  then-current  rating or the rating assigned to
        such  Certificates  as of the Closing  Date,  as evidenced by a letter from each Rating  Agency to such
        effect,  and (B) such change  shall not  (subject to  Section 10.01(f)),  as evidenced by an Opinion of
        Counsel (at the expense of the party  seeking so to modify,  eliminate or add such  provisions),  cause
        the Trust Fund or any of the Certificateholders  (other than the transferor) to be subject to a federal
        tax caused by a transfer to a Person that is not a Permitted Transferee, or

(vi)    to make any other provisions with respect to matters or questions  arising under this Agreement or such
        Custodial  Agreement which shall not be materially  inconsistent with the provisions of this Agreement,
        provided  that such action shall not, as evidenced  by an Opinion of Counsel,  adversely  affect in any
        material  respect  the  interests  of  any  Certificateholder  and is  authorized  or  permitted  under
        Section 11.01.

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

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

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

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

(c)     Notwithstanding  any  contrary  provision  of this  Agreement,  the  Trustee  shall not  consent to any
amendment to this  Agreement  unless it shall have first  received an Opinion of Counsel (at the expense of the
party  seeking such  amendment)  to the effect that such  amendment or the exercise of any power granted to the
Master  Servicer,  the  Depositor  or the  Trustee in  accordance  with such  amendment  will not result in the
imposition  of a federal  tax on the Trust Fund or cause any  REMIC created  hereunder  to fail to qualify as a
REMIC  at any  time  that  any  Certificate  is  outstanding;  provided,  that if the  indemnity  described  in
Section 10.01(f)  with respect to any taxes that might be imposed on the Trust Fund has been given, the Trustee
shall not  require  the  delivery  to it of the  Opinion of Counsel  described  in this  Section 11.01(c).  The
Trustee may but shall not be obligated to enter into any amendment  pursuant to this  Section that  affects its
rights,  duties and immunities and this Agreement or otherwise;  provided,  however,  such consent shall not be
unreasonably withheld.

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

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

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

Section 11.02. Recordation of Agreement; Counterparts.

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

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

Section 11.03. Limitation on Rights of Certificateholders.

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

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

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

Section 11.04. Governing Law.

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

Section 11.05. Notices.

        All demands and  notices  hereunder  shall be in writing and shall be deemed to have been duly given if
personally  delivered  at or mailed by  registered  mail,  postage  prepaid  (except for notices to the Trustee
which shall be deemed to have been duly given only when  received),  to (a) in the case of the Depositor,  8400
Normandale Lake Boulevard,  Suite 250,  Minneapolis,  Minnesota  55437,  Attention: President  (RASC),  or such
other  address  as may  hereafter  be  furnished  to the  Master  Servicer  and the  Trustee  in writing by the
Depositor;  (b) in the case of the Master Servicer, 2255 North Ontario Street, Burbank,  California 91504-3120,
Attention:  Bond  Administration  or such other address as may be hereafter  furnished to the Depositor and the
Trustee by the Master Servicer in writing;  (c) in the case of the Trustee,  the Corporate Trust Office or such
other  address as may  hereafter  be  furnished  to the  Depositor  and the Master  Servicer  in writing by the
Trustee;  (d) in the case of  Standard  &  Poor's,  55 Water  Street,  New  York,  New York  10041;  Attention:
Mortgage  Surveillance  or such other  address as may be  hereafter  furnished  to the  Depositor,  Trustee and
Master Servicer by Standard & Poor's;  (e) in the case of Moody's,  99 Church Street, New York, New York 10007,
Attention:  ABS Monitoring  Department,  or such other address as may be hereafter  furnished to the Depositor,
the  Trustee  and the  Master  Servicer  in writing by  Moody's,  and (f) in the case of the Yield  Maintenance
Agreement  Provider,  Deutsche Bank AG, New York Branch, c/o Deutsche Bank AG, New York Branch, 60 Wall Street,
3rd Floor,  New York,  New York 10005,  or such other address as may be hereafter  furnished to the  Depositor,
the  Trustee  and the Master  Servicer  in  writing by the Yield  Maintenance  Agreement  Provider.  Any notice
required  or  permitted  to be  mailed  to a  Certificateholder  shall be given by first  class  mail,  postage
prepaid,  at the address of such holder as shown in the Certificate  Register.  Any notice so mailed within the
time prescribed in this Agreement shall be  conclusively  presumed to have been duly given,  whether or not the
Certificateholder receives such notice.

Section 11.06. Notices to Rating Agencies.

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

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

(b)     the occurrence of an Event of Default,

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

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

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

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

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

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

(i)     the occurrence of the Final Distribution Date, and

(j)     the  repurchase of or  substitution  for any Mortgage  Loan,  provided,  however,  that with respect to
notice of the occurrence of the events  described in clauses (d), (g) or (h) above,  the Master  Servicer shall
provide  prompt  written  notice to each  Rating  Agency and each  Subservicer  of any such event  known to the
Master Servicer.

Section 11.07. Severability of Provisions.

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

Section 11.08. Supplemental Provisions for Resecuritization.

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

Section 11.09. Third-Party Beneficiary.

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






ARTICLE XII

                                         COMPLIANCE WITH REGULATION AB

Section 12.01. Intent of Parties; Reasonableness.

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

Section 12.02. Additional Representations and Warranties of the Trustee.

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

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

Section 12.03. Information to be Provided by the Trustee.

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

Section 12.04. Report on Assessment of Compliance and Attestation.

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

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

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

Section 12.05. Indemnification; Remedies.

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

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

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

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

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










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

                                                  RESIDENTIAL ASSET SECURITIES CORPORATION


                                                  By:_________________________________
                                                     Name:
                                                     Title:   Vice President
                                                  RESIDENTIAL FUNDING CORPORATION



                                                  By:_________________________________
                                                     Name:
                                                     Title:   Associate
                                                  U.S. BANK NATIONAL ASSOCIATION
                                                  as Trustee


                                                  By:_________________________________
                                                      Name:
                                                      Title:






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

        On the ____ day of May 2006  before  me, a notary  public in and for said  State,  personally  appeared
_______________,  known to me to be a Vice President of Residential  Asset Securities  Corporation,  one of the
corporations  that  executed  the within  instrument,  and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.

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

                                            Notary Public

                                            ________________________________________


[Notarial Seal]







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

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

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

                                            Notary Public


                                            ________________________________


[Notarial Seal]







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

        On the ____ day of May 2006  before  me, a notary  public in and for said  State,  personally  appeared
_____________________,  known to me to be a _____________________ of U.S. Bank National Association,  a banking
association  organized under the laws of the United States that executed the within instrument,  and also known
to me to be the person who executed it on behalf of said banking  association and  acknowledged to me that such
banking association executed the within instrument.

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

                                            Notary Public


                                            ____________________________________


[Notarial Seal]








                                                                                                          EXHIBIT A

                                          FORM OF CLASS A-[_] CERTIFICATE

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

         THE CERTIFICATE  PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL  PAYMENTS HEREON
AND REALIZED  LOSSES  ALLOCABLE  HERETO.  ACCORDINGLY,  FOLLOWING  THE INITIAL  ISSUANCE OF THE  CERTIFICATES,  THE
CERTIFICATE  PRINCIPAL  BALANCE OF THIS  CERTIFICATE WILL BE DIFFERENT FROM THE  DENOMINATION  SHOWN BELOW.  ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.

         UNLESS THIS  CERTIFICATE IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE  OF THE DEPOSITORY TRUST COMPANY TO
THE  ISSUER  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.









CUSIP: _____________________                                 Certificate No. A-[__]-[__]
Date of Pooling and Servicing Agreement: May 1, 2006         Adjustable Pass-Through Rate

Cut-off Date:  May 1, 2006
First Distribution Date: June 26, 2006                       Aggregate Initial Certificate Principal
                                                             Balance of the Class A-[_] Certificates:
                                                             $___________________________
Master Servicer:                                             Initial Certificate Principal Balance of this
Residential Funding Corporation                              Class A-[_] Certificate:
                                                             $___________________________
Final Scheduled Distribution Date:
__________ __, 20__

                            HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                                 SERIES 2006-EMX4

                  evidencing  a  percentage  interest  in  the  distributions  allocable  to  the
                  Class A-[_]  Certificates with respect to a Trust Fund consisting  primarily of
                  a pool of fixed and adjustable  interest  rate,  first and junior lien mortgage
                  loans on one- to four-family  residential  properties sold by RESIDENTIAL ASSET
                  SECURITIES CORPORATION

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

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

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

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

         Notwithstanding  the above,  the final  distribution on this  Certificate will be made after due notice of
the pendency of such  distribution  and only upon  presentation and surrender of, this Certificate at the office or
agency  appointed  by the Trustee for that  purpose in St.  Paul,  Minnesota.  The  Initial  Certificate  Principal
Balance of this  Certificate  is set forth above.  The  Certificate  Principal  Balance hereof will be reduced from
time to time pursuant to the Agreement.

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

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

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

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

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

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

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

         The  Depositor,  the Master  Servicer,  the Trustee,  and the  Certificate  Registrar and any agent of the
Depositor,  the Master Servicer,  the Trustee or the Certificate  Registrar may treat the Person in whose name this
Certificate  is registered as the owner hereof for all purposes,  and none of the Depositor,  the Master  Servicer,
the Trustee or any such agent shall be affected by notice to the contrary.

         This Certificate shall be governed by and construed in accordance with the laws of the State of New York.

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

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







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

                                                              U.S. BANK NATIONAL ASSOCIATION,
                                                              as Trustee



                                                              By: _____________________________________
                                                                  Authorized Signatory

Dated:_____________________




                                           CERTIFICATE OF AUTHENTICATION

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



                                                              U.S. BANK NATIONAL ASSOCIATION,
                                                              as Certificate Registrar



                                                              By:  _______________________________
                                                                  Authorized Signatory







                                                    ASSIGNMENT

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


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

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

_____________________________________________________________________________________________________________________

Dated:_____________________                                   ____________________________________
                                                              Signature by or on behalf of assignor


                                                              ______________________________________
                                                              Signature Guaranteed



                                             DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions   shall   be   made,   by   wire   transfer   or   otherwise,    in   immediately    available   fund
to____________________________________________________________________________
for the account of ________________________________________________________________________________________________
account number ____________________________________________________________________________________________________
or, if mailed by check, to _______________________________________________________________________________________.

         Applicable statements should be mailed to:_______________________________________________________________
___________________________________________________________________________________________________________________.

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







                                                                                                        EXHIBIT B-1

                                          FORM OF CLASS M-[_] CERTIFICATE

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

         THE CERTIFICATE  PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL  PAYMENTS HEREON
AND REALIZED  LOSSES  ALLOCABLE  HERETO.  ACCORDINGLY,  FOLLOWING  THE INITIAL  ISSUANCE OF THE  CERTIFICATES,  THE
CERTIFICATE  PRINCIPAL  BALANCE OF THIS  CERTIFICATE WILL BE DIFFERENT FROM THE  DENOMINATION  SHOWN BELOW.  ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.

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

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

         ANY  TRANSFEREE  OF THIS  CERTIFICATE  WILL BE DEEMED TO HAVE  REPRESENTED  BY VIRTUE OF ITS  PURCHASE  OR
HOLDING OF THIS  CERTIFICATE (OR INTEREST  THEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN
OR OTHER PLAN OR ARRANGEMENT  SUBJECT TO THE PROHIBITED  TRANSACTION  PROVISIONS OF THE EMPLOYEE  RETIREMENT INCOME
SECURITY  ACT OF 1974,  AS AMENDED  ("ERISA"),  OR SECTION  4975 OF THE CODE OR A PERSON  (INCLUDING  AN  INSURANCE
COMPANY  INVESTING ITS GENERAL  ACCOUNT,  AN INVESTMENT  MANAGER,  A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN)
WHO IS  USING  "PLAN  ASSETS"  OF ANY  SUCH  PLAN TO  EFFECT  SUCH  ACQUISITION  (EACH  OF THE  FOREGOING,  A "PLAN
INVESTOR"),  (B) IT HAS ACQUIRED AND IS HOLDING THIS CERTIFICATE IN RELIANCE ON U.S. DEPARTMENT OF LABOR PROHIBITED
TRANSACTION  EXEMPTION  ("PTE")  94-29,  59 FED.  REG.  14674 (MARCH 29,  1994),  AS MOST  RECENTLY  AMENDED BY PTE
2002-41,  67 FED.  REG.  54487  (AUGUST 22, 2002) (THE "RFC  EXEMPTION"),  AND THAT IT  UNDERSTANDS  THAT THERE ARE
CERTAIN  CONDITIONS TO THE AVAILABILITY OF THE RFC EXEMPTION  INCLUDING THAT THIS CERTIFICATE MUST BE RATED, AT THE
TIME OF PURCHASE,  NOT LOWER THAN "BBB-" (OR ITS EQUIVALENT) BY STANDARD & POOR'S,  FITCH OR MOODY'S OR (C) (I) THE
TRANSFEREE  IS AN  INSURANCE  COMPANY,  (II) THE SOURCE OF FUNDS USED TO  PURCHASE OR HOLD THIS  CERTIFICATE  IS AN
"INSURANCE COMPANY GENERAL ACCOUNT" (AS DEFINED IN U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION  CLASS EXEMPTION
("PTCE")  95-60),  AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH
ENTITY THAT SATISFIES THIS CLAUSE (C), A "COMPLYING INSURANCE COMPANY").

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

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











CUSIP: _____________________                                 Certificate No. M-[__]-__
Date of Pooling and Servicing Agreement: May 1, 2006         Adjustable Pass-Through Rate

Cut-off Date:  May 1, 2006
First Distribution Date:  June 26, 2006                      Aggregate Initial Certificate Principal
                                                             Balance of the Class M-[_] Certificates:
                                                             $___________________________
Master Servicer:                                             Initial Certificate Principal Balance of this
Residential Funding Corporation                              Class M-[_] Certificate:
                                                             $___________________________
Final Scheduled Distribution Date:
__________ __, 20__








                            HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                                 SERIES 2006-EMX4

                  evidencing  a  percentage  interest  in  the  distributions  allocable  to  the
                  Class M-[_]  Certificates with respect to a Trust Fund consisting  primarily of
                  a pool of fixed and adjustable  interest  rate,  first and junior lien mortgage
                  loans on one- to four-family  residential  properties sold by RESIDENTIAL ASSET
                  SECURITIES CORPORATION

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

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

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

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

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

         Any  Transferee  of this  Certificate  will  be  deemed  to  have  made  representations  relating  to the
permissibility  of such transfer under ERISA and  Section 4975 of the Code, as described in Section  5.02(e)(ii) of
the Agreement.  In addition,  any purported  Certificate Owner whose acquisition or holding of this Certificate (or
interest  therein) was effected in violation of the  restrictions  in Section  5.02(e)(ii)  of the Agreement  shall
indemnify and hold harmless the Depositor,  the Trustee, the Master Servicer, any Subservicer,  any underwriter and
the Trust Fund from and against any and all liabilities,  claims,  costs or expenses  incurred by such parties as a
result of such acquisition or holding.

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

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

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

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

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

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

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

         The  Depositor,  the Master  Servicer,  the Trustee,  and the  Certificate  Registrar and any agent of the
Depositor,  the Master Servicer,  the Trustee or the Certificate  Registrar may treat the Person in whose name this
Certificate  is registered as the owner hereof for all purposes,  and none of the Depositor,  the Master  Servicer,
the Trustee or any such agent shall be affected by notice to the contrary.

         This Certificate shall be governed by and construed in accordance with the laws of the State of New York.

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

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







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

                                                              U.S. BANK NATIONAL ASSOCIATION,
                                                              as Trustee



                                                              By: ___________________________________
                                                                  Authorized Signatory

Dated:_____________________




                                           CERTIFICATE OF AUTHENTICATION

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



                                                              U.S. BANK NATIONAL ASSOCIATION,
                                                              as Certificate Registrar



                                                              By:  _______________________________
                                                                  Authorized Signatory





                                                    ASSIGNMENT

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


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

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

_____________________________________________________________________________________________________________________

Dated:_____________________                                   ____________________________________
                                                              Signature by or on behalf of assignor


                                                              ______________________________________
                                                              Signature Guaranteed



                                             DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions   shall   be   made,   by   wire   transfer   or   otherwise,    in   immediately    available   fund
to____________________________________________________________________________
for the account of ________________________________________________________________________________________________
account number ____________________________________________________________________________________________________
or, if mailed by check, to _______________________________________________________________________________________.

         Applicable statements should be mailed to:_______________________________________________________________
___________________________________________________________________________________________________________________.

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






                                                                                                          EXHIBIT C

                                           FORM OF CLASS SB CERTIFICATE

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

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

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

         NO TRANSFER OF THIS  CERTIFICATE  OR ANY INTEREST  THEREIN  SHALL BE MADE TO ANY EMPLOYEE  BENEFIT PLAN OR
OTHER PLAN OR  ARRANGEMENT  SUBJECT TO THE  PROHIBITED  TRANSACTION  PROVISIONS OF THE EMPLOYEE  RETIREMENT  INCOME
SECURITY ACT OF 1974,  AS AMENDED  ("ERISA"),  OR SECTION 4975 OF THE CODE,  OR ANY PERSON  (INCLUDING AN INSURANCE
COMPANY  INVESTING ITS GENERAL  ACCOUNT,  AN INVESTMENT  MANAGER,  A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN)
WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION  (EACH OF THE FOREGOING,  A "PLAN INVESTOR")
UNLESS THE TRUSTEE,  THE DEPOSITOR AND THE MASTER  SERVICER ARE PROVIDED WITH EITHER (I) A  CERTIFICATION  PURSUANT
TO SECTION  5.02(E)(I)(B)  OF THE  AGREEMENT OR (II) AN OPINION OF COUNSEL  ACCEPTABLE TO AND IN FORM AND SUBSTANCE
SATISFACTORY  TO THE TRUSTEE,  THE DEPOSITOR AND THE MASTER  SERVICER TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE IS PERMISSIBLE  UNDER  APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT  PROHIBITED
TRANSACTION  UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR  COMPARABLE  PROVISIONS  OF ANY  SUBSEQUENT
ENACTMENTS),  AND WILL NOT  SUBJECT  THE  TRUSTEE,  THE  DEPOSITOR  OR THE MASTER  SERVICER  TO ANY  OBLIGATION  OR
LIABILITY  (INCLUDING  OBLIGATIONS  OR  LIABILITIES  UNDER ERISA OR SECTION  4975 OF THE CODE) IN ADDITION TO THOSE
UNDERTAKEN IN THE  AGREEMENT,  WHICH  OPINION OF COUNSEL  SHALL NOT BE AN EXPENSE OF THE TRUSTEE,  THE DEPOSITOR OR
THE MASTER SERVICER.









CUSIP: _____________________                                 Certificate No. SB-1
Date of Pooling and Servicing Agreement: May 1, 2006         Percentage Interest: 100.00%

Cut-off Date:  May 1, 2006
First Distribution Date:  June 26, 2006                      Aggregate Initial Notional Balance
                                                             of the Class SB Certificates:
                                                             $___________________________
Master Servicer:                                             Initial Notional Balance
Residential Funding Corporation                              of this Class SB Certificate:
                                                             $___________________________
Maturity Date:
__________ __, 20__



                            HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                                 SERIES 2006-EMX4

                  evidencing  a  percentage  interest  in  the  distributions  allocable  to  the
                  Class SB  Certificates  with respect to a Trust Fund consisting  primarily of a
                  pool of fixed and  adjustable  interest  rate,  first and junior lien  mortgage
                  loans on one- to four-family  residential  properties sold by RESIDENTIAL ASSET
                  SECURITIES CORPORATION

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

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

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

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

         Notwithstanding  the above,  the final  distribution on this  Certificate will be made after due notice of
the pendency of such  distribution  and only upon  presentation  and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in St. Paul, Minnesota.

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

         No transfer of this  Certificate  or any interest  therein  shall be made to any employee  benefit plan or
other plan or arrangement  subject to the prohibited  transaction  provisions of ERISA or Section 4975 of the Code,
or any person  (including an insurance  company  investing its general  account,  an  investment  manager,  a named
fiduciary  or a trustee of any such plan) who is using "plan  assets" of any such plan to effect  such  acquisition
(each of the foregoing,  a "Plan Investor") unless the Trustee,  the Depositor and the Master Servicer are provided
with either (i) a certification  pursuant to Section  5.02(e)(i)(B)  of the Agreement or (ii) an Opinion of Counsel
acceptable to and in form and substance  satisfactory to the Trustee,  the Depositor and the Master Servicer to the
effect that the purchase or holding of this  Certificate is permissible  under  applicable law, will not constitute
or result in any  non-exempt  prohibited  transaction  under  Section 406 of ERISA or Section  4975 of the Code (or
comparable  provisions  of any  subsequent  enactments),  and will not subject the  Trustee,  the  Depositor or the
Master Servicer to any obligation or liability  (including  obligations or liabilities  under ERISA or Section 4975
of the Code) in addition to those  undertaken  in the  Agreement,  which Opinion of Counsel shall not be an expense
of the Trustee, the Depositor or the Master Servicer.

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

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

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

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

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

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

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

         The  Depositor,  the  Master  Servicer,  the  Trustee,  the  Certificate  Registrar  and any  agent of the
Depositor,  the Master Servicer,  the Trustee or the Certificate  Registrar may treat the Person in whose name this
Certificate  is registered as the owner hereof for all purposes,  and none of the Depositor,  the Master  Servicer,
the Trustee or any such agent shall be affected by notice to the contrary.

         This Certificate shall be governed by and construed in accordance with the laws of the State of New York.

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

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







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

                                                              U.S. BANK NATIONAL ASSOCIATION,
                                                              as Trustee



                                                              By: _________________________________
                                                                  Authorized Signatory

Dated:_____________________




                                           CERTIFICATE OF AUTHENTICATION

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



                                                              U.S. BANK NATIONAL ASSOCIATION,
                                                              as Certificate Registrar



                                                              By:  _______________________________
                                                                  Authorized Signatory







                                                    ASSIGNMENT

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


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

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

_____________________________________________________________________________________________________________________

Dated:_____________________                                   ____________________________________
                                                              Signature by or on behalf of assignor


                                                              ______________________________________
                                                              Signature Guaranteed



                                             DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions   shall   be   made,   by   wire   transfer   or   otherwise,    in   immediately    available   fund
to____________________________________________________________________________
for the account of ________________________________________________________________________________________________
account number ____________________________________________________________________________________________________
or, if mailed by check, to _______________________________________________________________________________________.

         Applicable statements should be mailed to:_______________________________________________________________
___________________________________________________________________________________________________________________.

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







                                                                                                          EXHIBIT D

                                            FORM OF CLASS R CERTIFICATE

         THE CLASS R  CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS  CONSTITUTING THE AVAILABLE  DISTRIBUTION AMOUNT
UNTIL SUCH TIME AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN (THE "AGREEMENT").

         THIS CLASS R CERTIFICATE IS SUBORDINATE TO THE CLASS A,  CLASS M AND CLASS SB CERTIFICATES,  TO THE EXTENT
DESCRIBED HEREIN AND IN THE AGREEMENT.

         THIS  CERTIFICATE  MAY NOT BE HELD BY OR  TRANSFERRED  TO A  NON-UNITED  STATES  PERSON OR A  DISQUALIFIED
ORGANIZATION (AS DEFINED BELOW).

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

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

         NO TRANSFER OF THIS  CERTIFICATE  OR ANY INTEREST  THEREIN  SHALL BE MADE TO ANY EMPLOYEE  BENEFIT PLAN OR
OTHER PLAN OR  ARRANGEMENT  SUBJECT TO THE  PROHIBITED  TRANSACTION  PROVISIONS OF THE EMPLOYEE  RETIREMENT  INCOME
SECURITY ACT OF 1974,  AS AMENDED  ("ERISA"),  OR SECTION 4975 OF THE CODE,  OR ANY PERSON  (INCLUDING AN INSURANCE
COMPANY  INVESTING ITS GENERAL  ACCOUNT,  AN INVESTMENT  MANAGER,  A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN)
WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION  (EACH OF THE FOREGOING,  A "PLAN INVESTOR")
UNLESS THE TRUSTEE,  THE DEPOSITOR AND THE MASTER  SERVICER ARE PROVIDED WITH EITHER (I) A  CERTIFICATION  PURSUANT
TO SECTION  5.02(E)(I)(B)  OF THE  AGREEMENT OR (II) AN OPINION OF COUNSEL  ACCEPTABLE TO AND IN FORM AND SUBSTANCE
SATISFACTORY  TO THE TRUSTEE,  THE DEPOSITOR AND THE MASTER  SERVICER TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE IS PERMISSIBLE  UNDER  APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT  PROHIBITED
TRANSACTION  UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR  COMPARABLE  PROVISIONS  OF ANY  SUBSEQUENT
ENACTMENTS),  AND WILL NOT  SUBJECT  THE  TRUSTEE,  THE  DEPOSITOR  OR THE MASTER  SERVICER  TO ANY  OBLIGATION  OR
LIABILITY  (INCLUDING  OBLIGATIONS  OR  LIABILITIES  UNDER ERISA OR SECTION  4975 OF THE CODE) IN ADDITION TO THOSE
UNDERTAKEN IN THE  AGREEMENT,  WHICH  OPINION OF COUNSEL  SHALL NOT BE AN EXPENSE OF THE TRUSTEE,  THE DEPOSITOR OR
THE MASTER SERVICER.

         ANY  RESALE,  TRANSFER  OR  OTHER  DISPOSITION  OF  THIS  CERTIFICATE  MAY BE MADE  ONLY  IF THE  PROPOSED
TRANSFEREE  PROVIDES A TRANSFER  AFFIDAVIT TO THE MASTER  SERVICER AND THE TRUSTEE THAT (1) SUCH  TRANSFEREE IS NOT
(A) THE UNITED STATES,  ANY STATE OR POLITICAL  SUBDIVISION  THEREOF,  ANY POSSESSION OF THE UNITED STATES,  OR ANY
AGENCY OR INSTRUMENTALITY  OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY  WHICH IS A CORPORATION IF ALL OF
ITS  ACTIVITIES  ARE  SUBJECT TO TAX AND EXCEPT FOR  FREDDIE  MAC,  A  MAJORITY  OF ITS BOARD OF  DIRECTORS  IS NOT
SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN  GOVERNMENT,  ANY INTERNATIONAL  ORGANIZATION,  OR ANY AGENCY OR
INSTRUMENTALITY  OF EITHER OF THE  FOREGOING,  (C) ANY  ORGANIZATION  (OTHER  THAN  CERTAIN  FARMERS'  COOPERATIVES
DESCRIBED  IN SECTION  521 OF THE CODE)  WHICH IS EXEMPT  FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION  IS SUBJECT TO THE TAX  IMPOSED BY SECTION 511 OF THE CODE  (INCLUDING  THE TAX IMPOSED BY SECTION 511
OF THE CODE ON UNRELATED  BUSINESS  TAXABLE INCOME),  (D) RURAL  ELECTRIC AND TELEPHONE  COOPERATIVES  DESCRIBED IN
SECTION  1381(A)(2)(C)  OF THE CODE, (E) AN ELECTING LARGE  PARTNERSHIP  UNDER SECTION 775(A) OF THE CODE (ANY SUCH
PERSON  DESCRIBED IN THE FOREGOING  CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN  REFERRED TO AS A  "DISQUALIFIED
ORGANIZATION"),  OR (F) AN AGENT OF A DISQUALIFIED  ORGANIZATION,  (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE  SATISFIES CERTAIN  ADDITIONAL  CONDITIONS  RELATING TO THE
FINANCIAL CONDITION OF THE PROPOSED  TRANSFEREE.  NOTWITHSTANDING  THE REGISTRATION IN THE CERTIFICATE  REGISTER OR
ANY TRANSFER,  SALE OR OTHER  DISPOSITION  OF THIS  CERTIFICATE  TO A  DISQUALIFIED  ORGANIZATION  OR AN AGENT OF A
DISQUALIFIED  ORGANIZATION,  SUCH  REGISTRATION  SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT  WHATSOEVER  AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A  CERTIFICATEHOLDER  FOR ANY PURPOSE HEREUNDER,  INCLUDING,  BUT NOT LIMITED
TO, THE RECEIPT OF  DISTRIBUTIONS  ON THIS  CERTIFICATE.  EACH HOLDER OF THIS  CERTIFICATE  BY  ACCEPTANCE  OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.



Certificate No. R-1                                          Percentage Interest: 100.00%

Date of Pooling and Servicing Agreement: May 1, 2006         Master Servicer:
                                                             Residential Funding Corporation
Cut-off Date:  May 1, 2006


                            HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                                 SERIES 2006-EMX4

                  evidencing a percentage interest in the distributions  allocable to the Class R
                  Certificates  with  respect to a Trust Fund  consisting  primarily of a pool of
                  fixed and  adjustable  interest  rate,  first and junior lien mortgage loans on
                  one-  to  four-family   residential   properties  sold  by  RESIDENTIAL   ASSET
                  SECURITIES CORPORATION

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

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

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

         Each Holder of this  Certificate  will be deemed to have agreed to be bound by the  restrictions set forth
in the  Agreement  to the  effect  that (i) each  person  holding  or  acquiring  any  Ownership  Interest  in this
Certificate  must be a United  States  Person  and a  Permitted  Transferee,  (ii) the  transfer  of any  Ownership
Interest in this  Certificate  will be  conditioned  upon the  delivery to the Trustee of, among other  things,  an
affidavit  to the effect  that it is a United  States  Person  and  Permitted  Transferee,  (ii) any  attempted  or
purported  transfer of any  Ownership  Interest in this  Certificate  in  violation  of such  restrictions  will be
absolutely null and void and will vest no rights in the purported  transferee,  and (iv) if any person other than a
United States Person and a Permitted  Transferee  acquires any Ownership  Interest in this Certificate in violation
of such  restrictions,  then the Master  Servicer will have the right, in its sole discretion and without notice to
the Holder of this  Certificate,  to sell this Certificate to a purchaser  selected by the Master  Servicer,  which
purchaser may be the Master  Servicer,  or any affiliate of the Master  Servicer,  on such terms and  conditions as
the Master Servicer may choose.

         Notwithstanding  the above,  the final  distribution on this  Certificate will be made after due notice of
the pendency of such  distribution  and only upon  presentation  and surrender of this Certificate at the office or
agency  appointed by the Trustee for that purpose in St. Paul,  Minnesota.  The Holder of this Certificate may have
additional obligations with respect to this Certificate, including tax liabilities.

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

         No transfer of this  Certificate  or any interest  therein  shall be made to any employee  benefit plan or
other plan or arrangement  subject to the prohibited  transaction  provisions of ERISA or Section 4975 of the Code,
or any person  (including an insurance  company  investing its general  account,  an  investment  manager,  a named
fiduciary  or a trustee of any such plan) who is using "plan  assets" of any such plan to effect  such  acquisition
(each of the foregoing,  a "Plan Investor") unless the Trustee,  the Depositor and the Master Servicer are provided
with either (i) a certification  pursuant to Section  5.02(e)(i)(B)  of the Agreement or (ii) an Opinion of Counsel
acceptable to and in form and substance  satisfactory to the Trustee,  the Depositor and the Master Servicer to the
effect that the purchase or holding of this  Certificate is permissible  under  applicable law, will not constitute
or result in any  non-exempt  prohibited  transaction  under  Section 406 of ERISA or Section  4975 of the Code (or
comparable  provisions  of any  subsequent  enactments),  and will not subject the  Trustee,  the  Depositor or the
Master Servicer to any obligation or liability  (including  obligations or liabilities  under ERISA or Section 4975
of the Code) in addition to those  undertaken  in the  Agreement,  which Opinion of Counsel shall not be an expense
of the Trustee, the Depositor or the Master Servicer.

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

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

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

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

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

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

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

         The  Depositor,  the  Master  Servicer,  the  Trustee,  the  Certificate  Registrar  and any  agent of the
Depositor,  the Master Servicer,  the Trustee or the Certificate  Registrar may treat the Person in whose name this
Certificate  is registered as the owner hereof for all purposes,  and none of the Depositor,  the Master  Servicer,
the Trustee or any such agent shall be affected by notice to the contrary.

         This Certificate shall be governed by and construed in accordance with the laws of the State of New York.

         The  obligations  created  by the  Agreement  in respect of the  Certificates  and the Trust Fund  created
thereby shall terminate upon the payment to  Certificateholders  of all amounts held by or on behalf of the Trustee
and required to be paid to them pursuant to the Agreement.

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







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

                                                              U.S. BANK NATIONAL ASSOCIATION,
                                                              as Trustee



                                                              By: __________________________________
                                                                  Authorized Signatory

Dated:_____________________




                                           CERTIFICATE OF AUTHENTICATION

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



                                                              U.S. BANK NATIONAL ASSOCIATION,
                                                              as Certificate Registrar



                                                              By:  _______________________________
                                                                  Authorized Signatory






                                                    ASSIGNMENT

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


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

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

_____________________________________________________________________________________________________________________

Dated:_____________________                                   ____________________________________
                                                              Signature by or on behalf of assignor


                                                              ______________________________________
                                                              Signature Guaranteed



                                             DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions   shall   be   made,   by   wire   transfer   or   otherwise,    in   immediately    available   fund
to____________________________________________________________________________
for the account of ________________________________________________________________________________________________
account number ____________________________________________________________________________________________________
or, if mailed by check, to _______________________________________________________________________________________.

         Applicable statements should be mailed to:_______________________________________________________________
___________________________________________________________________________________________________________________.

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








                                                                                                          EXHIBIT E

                                            FORM OF CUSTODIAL AGREEMENT

..................THIS  CUSTODIAL  AGREEMENT  (as amended and  supplemented  from time to time,  the  "Agreement"),
dated as of May 1, 2006, by and among U.S. BANK NATIONAL  ASSOCIATION,  as Trustee  (including its successors under
the Pooling Agreement defined below, the "Trustee"),  RESIDENTIAL ASSET SECURITIES  CORPORATION  (together with any
successor in interest,  the "Company"),  RESIDENTIAL  FUNDING  CORPORATION,  as master servicer  (together with any
successor in interest or successor  under the Pooling  Agreement  referred to below,  the "Master  Servicer"),  and
WELLS FARGO BANK,  NATIONAL  ASSOCIATION  (together  with any  successor  in  interest or any  successor  appointed
hereunder, the "Custodian").


                                           W I T N E S S E T H   T H A T :

         .........WHEREAS,  the  Company,  the Master  Servicer,  and the Trustee  have  entered into a Pooling and
Servicing  Agreement,  dated  as of May  1,  2006,  relating  to  the  issuance  of  Residential  Asset  Securities
Corporation,  Home Equity Mortgage Asset-Backed  Pass-Through  Certificates,  Series 2006-EMX4 (as in effect on the
date of this Agreement,  the "Original  Pooling  Agreement," and as amended and supplemented from time to time, the
"Pooling Agreement"); and

         .........WHEREAS,  the  Custodian has agreed to act as agent for the Trustee for the purposes of receiving
and holding  certain  documents and other  instruments  delivered by the Company and the Master  Servicer under the
Pooling Agreement, all upon the terms and conditions and subject to the limitations hereinafter set forth;

         .........NOW,  THEREFORE,  in  consideration  of the  premises  and the mutual  covenants  and  agreements
hereinafter set forth, the Trustee, the Company, the Master Servicer and the Custodian hereby agree as follows:


                                                      ARTICLE I

                                                     Definitions

         .........Capitalized  terms  used in this  Agreement  and not  defined  herein  shall  have  the  meanings
assigned in the Original Pooling Agreement, unless otherwise required by the context herein.


                                                     ARTICLE II

                                            Custody of Mortgage Documents

         .........Section  2.1.  Custodian  to Act as Agent;  Acceptance  of  Mortgage  Files.  The Company and the
Master  Servicer  hereby  direct the Trustee to appoint  Wells Fargo Bank  National  Association  as the  Custodian
hereunder.  The Custodian,  as the duly appointed agent of the Trustee for these purposes,  acknowledges receipt of
the Mortgage  Files  relating to the Mortgage  Loans  identified  on the schedule  attached  hereto (the  "Mortgage
Files") and declares  that it holds and will hold the Mortgage  Files as agent for the Trustee,  in trust,  for the
use and benefit of all present and future Certificateholders.

         .........Section  2.2.   Recordation  of   Assignments.   If  any  Mortgage  File  includes  one  or  more
assignments of the related  Mortgages to the Trustee that have not been  recorded,  each such  assignment  shall be
delivered by the  Custodian to the Company for the purpose of recording  it in the  appropriate  public  office for
real property  records,  and the Company,  at no expense to the  Custodian,  shall promptly cause to be recorded in
the  appropriate  public office for real property  records each such assignment and, upon receipt thereof from such
public office, shall return each such assignment to the Custodian.

         .........Section 2.3.  Review of Mortgage Files.

         .........(a) On or prior to the  Closing  Date,  the  Custodian  shall  deliver to the  Trustee an Initial
Certification  in the form annexed  hereto as Exhibit One  evidencing  receipt of a Mortgage File for each Mortgage
Loan listed on the Schedule  attached hereto (the "Mortgage Loan  Schedule").  The parties hereto  acknowledge that
certain documents  referred to in Subsection  2.01(b)(i) of the Pooling Agreement may be missing on or prior to the
Closing Date and such missing documents shall be listed as a Schedule to Exhibit One.

         .........(b)  Within  45  days  after  the  Closing  Date,  the  Custodian  agrees,  for  the  benefit  of
Certificateholders,  to review each  Mortgage  File and to deliver to the Trustee an Interim  Certification  in the
form annexed  hereto as Exhibit Two to the effect that all documents  required to be delivered  pursuant to Section
2.01(b) of the Pooling  Agreement  have been executed and received and that such  documents  relate to the Mortgage
Loans  identified on the Mortgage Loan Schedule,  except for any  exceptions  listed on Schedule A attached to such
Interim  Certification.  For purposes of such review,  the Custodian  shall compare the  following  information  in
each Mortgage File to the corresponding  information in the Mortgage Loan Schedule:  (i) the loan number,  (ii) the
borrower  name and (iii) the original  principal  balance.  In the event that any Mortgage  Note or  Assignment  of
Mortgage has been  delivered to the  Custodian by the Company in blank,  the  Custodian,  upon the direction of the
Company,  shall cause each such  Mortgage  Note to be endorsed to the Trustee and each such  Assignment of Mortgage
to be completed in the name of the Trustee  prior to the date on which such Interim  Certification  is delivered to
the Trustee.  Within 45 days of receipt of the documents  required to be delivered  pursuant to Section  2.01(c) of
the  Pooling  Agreement,  the  Custodian  agrees,  for the benefit of the  Certificateholders,  to review each such
document,  and upon the  written  request of the  Trustee to  deliver to the  Trustee an updated  Schedule A to the
Interim  Certification.  The  Custodian  shall be under no duty or  obligation  to inspect,  review or examine said
documents,  instruments,  certificates  or other papers to determine  that the same are  genuine,  enforceable,  or
appropriate for the  represented  purpose or that they have actually been recorded or that they are other than what
they  purport to be on their  face,  or that the MIN is  accurate.  If in  performing  the review  required by this
Section 2.3 the Custodian  finds any document or documents  constituting a part of a Mortgage File to be missing or
defective in respect of the items  reviewed as described in this Section  2.3(b),  the Custodian  shall promptly so
notify the Company, the Master Servicer and the Trustee.

         .........(c) Upon  receipt of all  documents  required to be in the  Mortgage  Files the  Custodian  shall
deliver  to the  Trustee  a Final  Certification  in the form  annexed  hereto  as  Exhibit  Three  evidencing  the
completeness of the Mortgage Files.

         .........Upon  receipt of written  request  from the  Trustee,  the  Company or the Master  Servicer,  the
Custodian  shall as soon as  practicable  supply the Trustee  with a list of all of the  documents  relating to the
Mortgage Loans  required to be delivered  pursuant to Section  2.01(b) of the Pooling  Agreement not then contained
in the Mortgage Files.

         .........Section  2.4.  Notification  of Breaches of  Representations  and  Warranties.  If the  Custodian
discovers,  in the course of performing its custodial  functions,  a breach of a representation or warranty made by
the Master  Servicer or the Company as set forth in the Pooling  Agreement with respect to a Mortgage Loan relating
to a Mortgage File, the Custodian  shall give prompt  written  notice to the Company,  the Master  Servicer and the
Trustee.

         .........Section  2.5.  Custodian  to  Cooperate;  Release  of  Mortgage  Files.  Upon the  repurchase  or
substitution  of any  Mortgage  Loan  pursuant  to Article II of the  Pooling  Agreement  or payment in full of any
Mortgage Loan, or the receipt by the Master  Servicer of a notification  that payment in full will be escrowed in a
manner  customary for such purposes,  the Master Servicer shall  immediately  notify the Custodian by delivering to
the  Custodian  a Request  for  Release  (in the form of Exhibit  Four  attached  hereto or a  mutually  acceptable
electronic  form) and shall request  delivery to it of the Mortgage  File.  The Custodian  agrees,  upon receipt of
such Request for Release, promptly to release to the Master Servicer the related Mortgage File.

         .........Upon receipt of a Request for Release from the Master  Servicer,  signed by a Servicing  Officer,
that (i) the  Master  Servicer  or a  Subservicer,  as the case may be,  has made a  deposit  into the  Certificate
Account in payment for the  purchase of the related  Mortgage  Loan in an amount  equal to the  Purchase  Price for
such  Mortgage  Loan or (ii) the Company has chosen to  substitute a Qualified  Substitute  Mortgage  Loan for such
Mortgage Loan, the Custodian shall release to the Master Servicer the related Mortgage File.
         .........
         .........Upon written  notification of a substitution,  the Master Servicer shall deliver to the Custodian
and the  Custodian  agrees to accept the Mortgage  Note and other  documents  constituting  the Mortgage  File with
respect to any Qualified  Substitute  Mortgage Loan, upon receiving  written  notification from the Master Servicer
of such substitution.

         .........From time to time as is  appropriate  for the  servicing or  foreclosures  of any Mortgage  Loan,
including,  for this purpose,  collection under any Primary Insurance Policy or any Mortgage Pool Insurance Policy,
the Master  Servicer  shall  deliver to the  Custodian a Request for Release  certifying  as to the reason for such
release.  Upon receipt of the  foregoing,  the  Custodian  shall  deliver the Mortgage File or such document to the
Master  Servicer.  All  Mortgage  Files so  released  to the Master  Servicer  shall be held by it in trust for the
Trustee  for the use and  benefit of all present and future  Certificateholders.  The Master  Servicer  shall cause
each  Mortgage File or any document  therein so released to be returned to the Custodian  when the need therefor by
the Master  Servicer  no longer  exists,  unless (i) the  Mortgage  Loan has been  liquidated  and the  Liquidation
Proceeds  relating to the Mortgage Loan have been  deposited in the Custodial  Account or (ii) the Mortgage File or
such document has been  delivered to an attorney,  or to a public  trustee or other public  official as required by
law,  for  purposes  of  initiating  or pursuing  legal  action or other  proceedings  for the  foreclosure  of the
Mortgaged Property either judicially or  non-judicially,  and the Master Servicer has delivered to the Custodian an
updated  Request for Release signed by a Servicing  Officer  certifying as to the name and address of the Person to
which such Mortgage File or such document was delivered and the purpose or purposes of such  delivery.  Immediately
upon receipt of any Mortgage File returned to the Custodian by the Master  Servicer,  the Custodian shall deliver a
signed acknowledgement to the Master Servicer, confirming receipt of such Mortgage File.

         .........Upon the written request of the Master  Servicer,  the Custodian will send to the Master Servicer
copies of any documents contained in the Mortgage File.

         .........Section  2.6.   Assumption   Agreements.   In  the  event  that  any   assumption   agreement  or
substitution  of liability  agreement is entered into with respect to any Mortgage  Loan subject to this  Agreement
in  accordance  with the terms and  provisions  of the Pooling  Agreement,  the Master  Servicer  shall  notify the
Custodian  that such  assumption or  substitution  agreement has been  completed by forwarding to the Custodian the
original of such assumption or substitution  agreement,  which shall be added to the related Mortgage File and, for
all  purposes,  shall be  considered a part of such  Mortgage  File to the same extent as all other  documents  and
instruments constituting parts thereof.


                                                     ARTICLE III

                                              Concerning the Custodian

         .........Section 3.1.  Custodian a Bailee and Agent of the Trustee.  With respect to each  Mortgage  Note,
Mortgage and other documents  constituting  each Mortgage File which are delivered to the Custodian,  the Custodian
is exclusively  the bailee and agent of the Trustee and has no  instructions  to hold any Mortgage Note or Mortgage
for the benefit of any person other than the Trustee,  holds such  documents for the benefit of  Certificateholders
and  undertakes  to perform  such  duties and only such  duties as are  specifically  set forth in this  Agreement.
Except upon compliance with the provisions of Section 2.5 of this  Agreement,  no Mortgage Note,  Mortgage or other
document  constituting  a part of a Mortgage  File shall be delivered by the Custodian to the Company or the Master
Servicer or otherwise released from the possession of the Custodian.

         .........The Master  Servicer  shall  promptly  notify the Custodian in writing if it shall no longer be a
member of MERS, or if it otherwise  shall no longer be capable of  registering  and recording  Mortgage Loans using
MERS.  In addition,  the Master  Servicer  shall (i) promptly  notify the Custodian in writing when a MERS Mortgage
Loan is no longer registered with and recorded under MERS and (ii)  concurrently with any such  deregistration of a
MERS Mortgage Loan,  prepare,  execute and record an original  assignment from MERS to the Trustee and deliver such
assignment to the Custodian.

         .........Section 3.2.  Indemnification.  The Company  hereby  agrees to indemnify  and hold the  Custodian
harmless from and against all claims,  liabilities,  losses,  actions, suits or proceedings at law or in equity, or
any other  expenses,  fees or charges of any  character or nature,  which the Custodian may incur or with which the
Custodian may be threatened by reason of its acting as custodian  under this Agreement,  including  indemnification
of the Custodian  against any and all  expenses,  including  attorney's  fees if counsel for the Custodian has been
approved by the  Company,  and the cost of  defending  any action,  suit or  proceedings  or  resisting  any claim.
Notwithstanding  the  foregoing,  it is  specifically  understood  and  agreed  that in the event  any such  claim,
liability,  loss,  action,  suit or proceeding or other expense,  fee or charge shall have been caused by reason of
any negligent act,  negligent  failure to act or willful  misconduct on the part of the  Custodian,  or which shall
constitute a willful breach of its duties  hereunder,  the  indemnification  provisions of this Agreement shall not
apply.

         .........Section  3.3.  Custodian  May Own  Certificates.  The  Custodian in its  individual  or any other
capacity  may  become  the owner or  pledgee  of  Certificates  with the same  rights it would  have if it were not
Custodian.

         .........Section  3.4.  Master  Servicer  to Pay  Custodian's  Fees  and  Expenses.  The  Master  Servicer
covenants  and  agrees  to pay to the  Custodian  from  time to  time,  and the  Custodian  shall be  entitled  to,
reasonable  compensation  for all services  rendered by it in the exercise and performance of any of the powers and
duties  hereunder of the Custodian,  and the Master  Servicer shall pay or reimburse the Custodian upon its request
for all reasonable  expenses,  disbursements  and advances incurred or made by the Custodian in accordance with any
of the provisions of this Agreement  (including the reasonable  compensation and the expenses and  disbursements of
its counsel and of all persons not regularly in its employ),  except any such expense,  disbursement  or advance as
may arise from its negligence or bad faith.

         .........Section  3.5.  Custodian  May Resign;  Trustee May Remove  Custodian.  The  Custodian  may resign
from the  obligations  and duties  hereby  imposed upon it as such  obligations  and duties relate to its acting as
Custodian  of the  Mortgage  Loans.  Upon  receiving  such notice of  resignation,  the Trustee  shall  either take
custody of the Mortgage  Files itself and give prompt notice  thereof to the Company,  the Master  Servicer and the
Custodian,  or promptly  appoint a successor  Custodian  by written  instrument,  in  duplicate,  one copy of which
instrument shall be delivered to the resigning  Custodian and one copy to the successor  Custodian.  If the Trustee
shall not have taken  custody of the Mortgage  Files and no successor  Custodian  shall have been so appointed  and
have accepted  appointment within 30 days after the giving of such notice of resignation,  the resigning  Custodian
may petition any court of competent jurisdiction for the appointment of a successor Custodian.

         .........The Trustee,  at the direction of the Master  Servicer and the Company,  may remove the Custodian
at any time. In such event,  the Trustee shall appoint,  or petition a court of competent  jurisdiction to appoint,
a  successor  Custodian  hereunder.   Any  successor  Custodian  shall  be  a  depository  institution  subject  to
supervision  or  examination  by federal or state  authority  and shall be able to satisfy  the other  requirements
contained in Section 3.7 and shall be unaffiliated with the Master Servicer or the Company.

         .........Any  resignation or removal of the Custodian and  appointment of a successor  Custodian  pursuant
to any of the  provisions  of this  Section 3.5 shall  become  effective  upon  acceptance  of  appointment  by the
successor  Custodian.  The  Trustee  shall  give  prompt  notice to the  Company  and the  Master  Servicer  of the
appointment  of any  successor  Custodian.  No successor  Custodian  shall be appointed by the Trustee  without the
prior approval of the Company and the Master Servicer.

         .........Section 3.6.  Merger or  Consolidation  of Custodian.  Any Person into which the Custodian may be
merged or converted or with which it may be consolidated,  or any Person  resulting from any merger,  conversion or
consolidation  to which the Custodian shall be a party, or any Person  succeeding to the business of the Custodian,
shall be the  successor of the  Custodian  hereunder,  without the  execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary  notwithstanding;  provided that such
successor is a depository  institution  subject to supervision or examination by federal or state  authority and is
able to satisfy the other  requirements  contained in Section 3.7 and is  unaffiliated  with the Master Servicer or
the Company.

         .........Section 3.7.  Representations  of the Custodian.  The Custodian  hereby  represents  that it is a
depository  institution  subject to  supervision or  examination  by a federal or state  authority,  has a combined
capital and surplus of at least  $15,000,000 and is qualified to do business in the  jurisdictions in which it will
hold any Mortgage File.

                                                    ARTICLE IV

                                           Compliance with Regulation AB

         .........Section 4.1.      Intent of the  Parties;  Reasonableness.  The parties  hereto  acknowledge  and
agree that the purpose of this  Article IV is to  facilitate  compliance  by the  Company  with the  provisions  of
Regulation  AB and related rules and  regulations  of the  Commission.  The Company shall not exercise its right to
request  delivery of information  or other  performance  under these  provisions  other than in good faith,  or for
purposes  other than  compliance  with the  Securities  Act, the Exchange Act and the rules and  regulations of the
Commission  under  the  Securities  Act  and the  Exchange  Act.  Each  of the  parties  hereto  acknowledges  that
interpretations  of the  requirements of Regulation AB may change over time,  whether due to interpretive  guidance
provided by the Commission or its staff,  consensus among participants in the  mortgage-backed  securities markets,
advice of  counsel,  or  otherwise,  and  agrees to comply  with  requests  made by the  Company  in good faith for
delivery of  information  under these  provisions on the basis of evolving  interpretations  of Regulation  AB. The
Custodian  shall cooperate  reasonably  with the Company to deliver to the Company  (including any of its assignees
or designees),  any and all disclosure,  statements,  reports,  certifications,  records and any other  information
necessary  in the  reasonable,  good faith  determination  of the  Company to permit the Company to comply with the
provisions of Regulation AB.

         .........Section 4.2.      Additional Representations and Warranties of the Custodian.

         .........(a)      The Custodian  hereby  represents and warrants that the  information set forth under the
caption "Pooling and Servicing  Agreement - Custodial  Arrangements" (the "Custodian  Disclosure") does not contain
any untrue  statement of a material fact or omit to state a material  required to be stated therein or necessary in
order to make  the  statements  therein,  in the  light of the  circumstances  under  which  they  were  made,  not
misleading.

         .........(b)      The  Custodian  shall be deemed to represent to the Company as of the date hereof and on
each date on which  information  is provided to the Company under Section 4.3 that,  except as disclosed in writing
to the  Company  prior to such  date:  (i) there are no  aspects  of its  financial  condition  that  could  have a
material  adverse effect on the  performance by it of its Custodian  obligations  under this Agreement or any other
Securitization  Transaction  as to which it is the  custodian;  (ii) there are no  material  legal or  governmental
proceedings  pending (or known to be contemplated)  against it; and (iii) there are no affiliations,  relationships
or transactions  relating to the Custodian with respect to the Company or any sponsor,  issuing  entity,  servicer,
trustee,  originator,  significant obligor, enhancement or support provider or other material transaction party (as
such terms are used in Regulation AB) relating to the  Securitization  Transaction  contemplated  by the Agreement,
as identified by the Company to the Custodian in writing as of the Closing Date (each, a "Transaction Party").

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

         .........Section 4.3.      Additional  Information  to Be  Provided by the  Custodian.  For so long as the
Certificates are outstanding,  for the purpose of satisfying the Company's reporting  obligation under the Exchange
Act with  respect to any class of  Certificates,  the  Custodian  shall  (a) notify  the  Company in writing of any
material  litigation  or  governmental  proceedings  pending  against  the  Custodian  that  would be  material  to
Certificateholders,  and (b)  provide to the Company a written  description  of such  proceedings.  Any notices and
descriptions  required  under  this  Section 4.3  shall be given no later  than  five  Business  Days  prior to the
Determination  Date  following the month in which the  Custodian  has  knowledge of the  occurrence of the relevant
event.  As of the date the Company or Master  Servicer  files each Report on Form 10-D or Form 10-K with respect to
the  Certificates,  the Custodian will be deemed to represent that any information  previously  provided under this
Section 4.3,  if any, is  materially  correct and does not have any material  omissions  unless the  Custodian  has
provided an update to such information.

         .........Section 4.4.      Report on Assessment of Compliance  and  Attestation.  On or before March 15 of
each calendar year, the Custodian shall:

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

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

         .........Section 4.5.      Indemnification; Remedies.

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

         .........(i)(A)   any untrue  statement  of a material  fact  contained  or alleged to be contained in the
Custodian  Disclosure  and any  information,  report,  certification,  accountants'  attestation  or other material
provided under this Article IV by or on behalf of the Custodian  (collectively,  the "Custodian  Information"),  or
(B) the omission or alleged  omission to state in the  Custodian  Information a material fact required to be stated
in the  Custodian  Information  or  necessary  in  order  to make  the  statements  therein,  in the  light  of the
circumstances under which they were made, not misleading; or

         (ii).....any failure by the  Custodian to deliver any  information,  report,  certification,  accountants'
attestation or other material when and as required under this Article IV.

         .........(b)      In the case of any failure of  performance  described in clause (ii) of  Section 4.5(a),
the Custodian  shall promptly  reimburse the Company for all costs  reasonably  incurred by the Company in order to
obtain the information,  report, certification,  accountants' letter or other material not delivered as required by
the Custodian.


                                                      ARTICLE V

                                              Miscellaneous Provisions

         .........Section 5.1.  Notices.  All  notices,  requests,  consents  and demands and other  communications
required  under this  Agreement or pursuant to any other  instrument or document  delivered  hereunder  shall be in
writing and, unless  otherwise  specifically  provided,  may be delivered  personally,  by telegram or telex, or by
registered or certified  mail,  postage  prepaid,  return  receipt  requested,  at the  addresses  specified on the
signature page hereof (unless  changed by the particular  party whose address is stated herein by similar notice in
writing), in each case the notice will be deemed delivered when received.

         .........Section  5.2.  Amendments.  No  modification  or  amendment of or  supplement  to this  Agreement
shall be valid or  effective  unless  the same is in  writing  and signed by all  parties  hereto,  and none of the
Company,  the Master  Servicer or the Trustee shall enter into any  amendment of or  supplement  to this  Agreement
except as  permitted  by the Pooling  Agreement.  The  Trustee  shall give prompt  notice to the  Custodian  of any
amendment or supplement to the Pooling Agreement and furnish the Custodian with written copies thereof.

         .........Section 5.3.  Governing  Law.  This  Agreement  shall be deemed a contract made under the laws of
the State of New York and shall be  construed  and  enforced  in  accordance  with and  governed by the laws of the
State of New York.

         .........Section  5.4.  Recordation  of  Agreement.  To the  extent  permitted  by  applicable  law,  this
Agreement  is subject to  recordation  in all  appropriate  public  offices  for real  property  records in all the
counties or other  comparable  jurisdictions  in which any or all of the  properties  subject to the  Mortgages are
situated,  and in any other  appropriate  public recording office or elsewhere,  such recordation to be effected by
the  Master  Servicer  and at its  expense on  direction  by the  Trustee  (pursuant  to the  request of holders of
Certificates  evidencing  undivided  interests in the  aggregate of not less than 25% of the Trust Fund),  but only
upon direction  accompanied by an Opinion of Counsel  reasonably  satisfactory to the Master Servicer to the effect
that the failure to effect such  recordation  is likely to  materially  and  adversely  affect the interests of the
Certificateholders.

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

         .........Section  5.5.  Severability  of  Provisions.  If any one or more  of the  covenants,  agreements,
provisions  or terms of this  Agreement  shall be for any reason  whatsoever  held  invalid,  then such  covenants,
agreements,  provisions or terms shall be deemed severable from the remaining covenants, agreements,  provisions or
terms of this Agreement and shall in no way affect the validity or  enforceability  of the other provisions of this
Agreement or of the Certificates or the rights of the holders thereof.


                                             [SIGNATURE PAGE FOLLOWS]









         IN WITNESS WHEREOF, this Agreement is executed as of the date first above written.


Address:                                             U.S. BANK NATIONAL ASSOCIATION, as Trustee

U.S. Bank National Association
60 Livingston Avenue
EP-MN-WS3D .......                                    By:
St. Paul, MN  55107                                   Name:
Attention:  Structured Finance,                       Title:
              RASC 2006-EMX4
         .........
         .........
Address: RESIDENTIAL ASSET SECURITIES CORPORATION

8400 Normandale Lake Boulevard
Minneapolis, Minnesota  55437
                                                     By:
                                                     Name:
                                                     Title:



Address:                                        RESIDENTIAL FUNDING CORPORATION,
                                                     as Master Servicer
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437
                                                     By:
                                                     Name:
                                                     Title:



Address:                                       WELLS FARGO BANK, NATIONAL ASSOCIATION
Mortgage Document Custody
One Meridian Crossings, Lower Level
Richfield, Minnesota  55423
                                                     By:
                                                     Name:
                                                     Title:





STATE OF MINNESOTA
                                         )

                                         ) ss.:

COUNTY OF RAMSEY                         )
         On the ______ day of May 2006, before me, a notary public in and for said State, personally appeared
________________, known to me to be a(n) _____________ of U.S. Bank National Association, a national banking
association that executed the within instrument, and also known to me to be the person who executed it on behalf
of said national banking association and acknowledged to me that such national banking association executed the
within instrument.


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



                                                                                Notary Public

[Notarial Seal]









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


                  On the  ______  day of May 2006,  before me, a notary  public in and for said  State,  personally
appeared  ________________,  known  to me to be a(n)  Assistant  Vice  President  of  Wells  Fargo  Bank,  National
Association,  a national banking  association that executed the within  instrument,  and also known to me to be the
person who executed it on behalf of said national  banking  association,  and acknowledged to me that such national
banking association executed the within instrument.

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





                                                                                Notary Public


[Notarial Seal]










STATE OF MINNESOTA                  )
                                    ) ss:
COUNTY OF HENNEPIN                  )


                  On the  ______  day of May 2006,  before me, a notary  public in and for said  State,  personally
appeared  [________________],  known to me to be a(n) Vice President of Residential  Asset Securities  Corporation,
one of the  corporations  that executed the within  instrument,  and also known to me to be the person who executed
it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.

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





                                                                                Notary Public


[Notarial Seal]

STATE OF MINNESOTA                  )
                                    ) ss:
COUNTY OF HENNEPIN                  )


                  On  the______  day of May 2006,  before  me, a notary  public in and for said  State,  personally
appeared  [________________],  known to me to be a(n)  Associate of  Residential  Funding  Corporation,  one of the
corporations that executed the within  instrument,  and also known to me to be the person who executed it on behalf
of said corporation, and acknowledged to me that such corporation executed the within instrument.

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





                                                                                Notary Public


[Notarial Seal]







                                                     EXHIBIT ONE

                                       FORM OF CUSTODIAN INITIAL CERTIFICATION


                                                   May _____, 2006


U.S. Bank National Association
60 Livingston Avenue
EP-MN-WS3D
St. Paul, MN  55107
Attention:  Structured Finance, RASC 2006-EMX4

         Re:      Custodial  Agreement,  dated as of May 1, 2006,  by and among  U.S.  Bank  National  Association,
                  Residential Asset Securities  Corporation,  Residential Funding Corporation and Wells Fargo Bank,
                  National Association,  relating to Home Equity Mortgage Asset-Backed  Pass-Through  Certificates
                  Series 2006-EMX4

Ladies and Gentlemen:

                  In  accordance  with  Section  2.3 of the  above-captioned  Custodial  Agreement,  and subject to
Section 2.02 of the Pooling  Agreement,  the  undersigned,  as Custodian,  hereby  certifies that it has received a
Mortgage  File (which  contains an original  Mortgage Note or an original  Lost Note  Affidavit  with a copy of the
related  Mortgage  Note) to the extent  required in Section  2.01(b) of the Pooling  Agreement with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached hereto.

                  Capitalized  words and phrases used herein shall have the  respective  meanings  assigned to them
in the above-captioned Custodial Agreement.


                                                     WELLS FARGO BANK, NATIONAL ASSOCIATION


                                                     By: __________________________________
                                                     Name:
                                                     Title:








                                                     EXHIBIT TWO

                                       FORM OF CUSTODIAN INTERIM CERTIFICATION


                                                   May _____, 2006


U.S. Bank National Association
60 Livingston Avenue
EP-MN-WS3D
St. Paul, MN  55107
Attention:  Structured Finance, RASC 2006-EMX4

         Re:      Custodial  Agreement,  dated as of May 1, 2006,  by and among  U.S.  Bank  National  Association,
                  Residential Asset Securities  Corporation,  Residential Funding Corporation and Wells Fargo Bank,
                  National Association,  relating to Home Equity Mortgage Asset-Backed  Pass-Through  Certificates
                  Series 2006-EMX4

Ladies and Gentlemen:

                  In accordance with Section 2.3 of the above-captioned  Custodial Agreement,  the undersigned,  as
Custodian,  hereby  certifies  that it has  received a Mortgage  File to the extent  required  pursuant  to Section
2.01(b) of the Pooling  Agreement with respect to each Mortgage Loan listed in the Mortgage Loan  Schedule,  and it
has reviewed the Mortgage File and the Mortgage  Loan  Schedule and has  determined  that:  all required  documents
have been executed and received and that such  documents  relate to the Mortgage  Loans  identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached hereto.

                  Capitalized  words and phrases used herein shall have the  respective  meanings  assigned to them
in the above-captioned Custodial Agreement.


                                                     WELLS FARGO BANK, NATIONAL ASSOCIATION


                                                     By:   ________________________________
                                                     Name:
                                                     Title:








                                                    EXHIBIT THREE

                                        FORM OF CUSTODIAN FINAL CERTIFICATION


                                                   May_____, 2006


U.S. Bank National Association
60 Livingston Avenue
EP-MN-WS3D
St. Paul, MN  55107
Attention:  Structured Finance, RASC 2006-EMX4

         Re:      Custodial  Agreement,  dated as of May 1, 2006,  by and among  U.S.  Bank  National  Association,
                  Residential Asset Securities  Corporation,  Residential Funding Corporation and Wells Fargo Bank,
                  National Association,  relating to Home Equity Mortgage Asset-Backed  Pass-Through  Certificates
                  Series 2006-EMX4

Ladies and Gentlemen:

                           In  accordance  with  Section  2.3  of  the  above-captioned  Custodial  Agreement,  the
undersigned,  as  Custodian,  hereby  certifies  that it has received a Mortgage File with respect to each Mortgage
Loan listed in the Mortgage  Loan  Schedule and it has reviewed the Mortgage  File and the Mortgage  Loan  Schedule
and has determined that: all required  documents  referred to in Section 2.01(b) of the Pooling Agreement have been
executed  and  received  and that such  documents  relate to the Mortgage  Loans  identified  on the Mortgage  Loan
Schedule.

                  Capitalized  words and phrases used herein shall have the  respective  meanings  assigned to them
in the above-captioned Custodial Agreement.


                                                     WELLS FARGO BANK, NATIONAL ASSOCIATION


                                                     By:  _________________________________
                                                     Name:
                                                     Title:







                                                   EXHIBIT FOUR
                                            FORM OF REQUEST FOR RELEASE

DATE:

TO:

RE:               REQUEST FOR RELEASE OF DOCUMENTS

In connection with the administration of the pool of Mortgage Loans held by you for the referenced pool, we
request the release of the Mortgage Loan File described below.

Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
MIN#:
Borrower Name(s):
Reason for Document Request:             (circle one)

         Mortgage Loan Prepaid in Full               Mortgage Loan Repurchased

"We hereby certify that all amounts received or to be received in connection with such payments which are
required to be deposited have been or will be so deposited as provided in the Pooling and Servicing Agreement."


Residential Funding Corporation
Authorized Signature

******************************************************************************

TO CUSTODIAN/TRUSTEE:  Please acknowledge this request, and check off documents being enclosed with a copy of
this form.  You should retain this form for your files in accordance with the terms of the Pooling and Servicing
Agreement.

Enclosed Documents:                [ ]   Promissory Note
                                   [ ]   Primary Insurance Policy
                                   [ ]   Mortgage or Deed of Trust
                                   [ ]   Assignment(s) of Mortgage or Deed of Trust
                                   [ ]   Title Insurance Policy
                                   [ ]   Other:

Name:  _____________________________
Title:
Date:






                                                   EXHIBIT FIVE


                          SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

         The assessment of compliance to be delivered by the Custodian shall address, at a minimum, the criteria
identified as below as "Applicable Servicing Criteria":

------------------------------------------------------------------------------------------ ----------------------
                                                                                           APPLICABLE SERVICING
                                   SERVICING CRITERIA                                            CRITERIA
------------------------------------------------------------------------------------------ ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
     REFERENCE                                     CRITERIA
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
                                       GENERAL SERVICING CONSIDERATIONS
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(i)        Policies and procedures are instituted to monitor any performance
                     or other triggers and events of default in accordance with the
                     transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(ii)       If any material servicing activities are outsourced to third
                     parties, policies and procedures are instituted to monitor the
                     third party's performance and compliance with such servicing
                     activities.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(iii)      Any requirements in the transaction agreements to maintain a
                     back-up servicer for the pool assets are maintained.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(iv)       A fidelity bond and errors and omissions policy is in effect on the
                     party participating in the servicing function throughout the
                     reporting period in the amount of coverage required by and
                     otherwise in accordance with the terms of the transaction
                     agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
                                      CASH COLLECTION AND ADMINISTRATION
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(i)        Payments on pool assets are deposited into the appropriate
                     custodial bank accounts and related bank clearing accounts no more
                     than two business days following receipt, or such other number of
                     days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(ii)       Disbursements made via wire transfer on behalf of an obligor or to
                     an investor are made only by authorized personnel.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(iii)      Advances of funds or guarantees regarding collections, cash flows
                     or distributions, and any interest or other fees charged for such
                     advances, are made, reviewed and approved as specified in the
                     transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
                     The related accounts for the transaction, such as cash reserve
                     accounts or accounts established as a form of
                     overcollateralization, are separately maintained (e.g., with
                     respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv)       agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(v)        Each custodial account is maintained at a federally insured
                     depository institution as set forth in the transaction agreements.
                     For purposes of this criterion, "federally insured depository
                     institution" with respect to a foreign financial institution means
                     a foreign financial institution that meets the requirements of Rule
                     13k-1(b)(1) of the Securities Exchange Act.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(vi)       Unissued checks are safeguarded so as to prevent unauthorized
                     access.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(vii)      Reconciliations are prepared on a monthly basis for all
                     asset-backed securities related bank accounts, including custodial
                     accounts and related bank clearing accounts. These reconciliations
                     are (A) mathematically accurate; (B) prepared within 30 calendar
                     days after the bank statement cutoff date, or such other number of
                     days specified in the transaction agreements; (C) reviewed and
                     approved by someone other than the person who prepared the
                     reconciliation; and (D) contain explanations for reconciling items.
                     These reconciling items are resolved within 90 calendar days of
                     their original identification, or such other number of days
                     specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
                                      INVESTOR REMITTANCES AND REPORTING
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(3)(i)        Reports to investors, including those to be filed with the
                     Commission, are maintained in accordance with the transaction
                     agreements and applicable Commission requirements. Specifically,
                     such reports (A) are prepared in accordance with timeframes and
                     other terms set forth in the transaction agreements; (B) provide
                     information calculated in accordance with the terms specified in
                     the transaction agreements; (C) are filed with the Commission as
                     required by its rules and regulations; and (D) agree with
                     investors' or the trustee's records as to the total unpaid
                     principal balance and number of pool assets serviced by the
                     servicer.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(3)(ii)       Amounts due to investors are allocated and remitted in accordance
                     with timeframes, distribution priority and other terms set forth in
                     the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
                     Disbursements made to an investor are posted within two business
                     days to the servicer's investor records, or such other number of
1122(d)(3)(iii)      days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
                     Amounts remitted to investors per the investor reports agree with
                     cancelled checks, or other form of payment, or custodial bank
1122(d)(3)(iv)       statements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
                                          POOL ASSET ADMINISTRATION
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(i)        Collateral or security on pool assets is maintained as required by             |X|
                     the transaction agreements or related asset pool documents.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
                     Pool assets and related documents are safeguarded as required by               |X|
1122(d)(4)(ii)       the transaction agreements
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(iii)      Any additions, removals or substitutions to the asset pool are
                     made, reviewed and approved in accordance with any conditions or
                     requirements in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(iv)       Payments on pool assets, including any payoffs, made in accordance
                     with the related pool asset documents are posted to the servicer's
                     obligor records maintained no more than two business days after
                     receipt, or such other number of days specified in the transaction
                     agreements, and allocated to principal, interest or other items
                     (e.g., escrow) in accordance with the related pool asset documents.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(v)        The servicer's records regarding the pool assets agree with the
                     servicer's records with respect to an obligor's unpaid principal
                     balance.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(vi)       Changes with respect to the terms or status of an obligor's pool
                     asset  (e.g., loan modifications or re-agings) are made, reviewed
                     and approved by authorized personnel in accordance with the
                     transaction agreements and related pool asset documents.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(vii)      Loss mitigation or recovery actions (e.g., forbearance plans,
                     modifications and deeds in lieu of foreclosure, foreclosures and
                     repossessions, as applicable) are initiated, conducted and
                     concluded in accordance with the timeframes or other requirements
                     established by the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(viii)     Records documenting collection efforts are maintained during the
                     period a pool asset is delinquent in accordance with the
                     transaction agreements. Such records are maintained on at least a
                     monthly basis, or such other period specified in the transaction
                     agreements, and describe the entity's activities in monitoring
                     delinquent pool assets including, for example, phone calls, letters
                     and payment rescheduling plans in cases where delinquency is deemed
                     temporary (e.g., illness or unemployment).
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(ix)       Adjustments to interest rates or rates of return for pool assets
                     with variable rates are computed based on the related pool asset
                     documents.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(x)        Regarding any funds held in trust for an obligor (such as escrow
                     accounts): (A) such funds are analyzed, in accordance with the
                     obligor's pool asset documents, on at least an annual basis, or
                     such other period specified in the transaction agreements; (B)
                     interest on such funds is paid, or credited, to obligors in
                     accordance with applicable pool asset documents and state laws; and
                     (C) such funds are returned to the obligor within 30 calendar days
                     of full repayment of the related pool asset, or such other number
                     of days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(xi)       Payments made on behalf of an obligor (such as tax or insurance
                     payments) are made on or before the related penalty or expiration
                     dates, as indicated on the appropriate bills or notices for such
                     payments, provided that such support has been received by the
                     servicer at least 30 calendar days prior to these dates, or such
                     other number of days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(xii)      Any late payment penalties in connection with any payment to be
                     made on behalf of an obligor are paid from the servicer's funds and
                     not charged to the obligor, unless the late payment was due to the
                     obligor's error or omission.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
                     Disbursements made on behalf of an obligor are posted within two
                     business days to the obligor's records maintained by the servicer,
                     or such other number of days specified in the transaction
1122(d)(4)(xiii)     agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(xiv)      Delinquencies, charge-offs and uncollectible accounts are
                     recognized and recorded in accordance with the transaction
                     agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
                     Any external enhancement or other support, identified in Item
                     1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv)       as set forth in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------

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






                                                                                                          EXHIBIT F

                                              MORTGAGE LOAN SCHEDULE



              [FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BY FORM 8-K]






                                                                                                          EXHIBIT G

                                            FORM OF REQUEST FOR RELEASE

DATE:
TO:
RE:      REQUEST FOR RELEASE OF DOCUMENTS

In  connection  with the  administration  of the pool of Mortgage  Loans held by you for the  referenced  pool,  we
request the release of the Mortgage Loan File described below.

Pooling and Servicing Agreement, Dated:
Series#:
Account#:
Pool#:
Loan#:
MIN#:
Borrower Name(s):
Reason for Document Request: (circle one)            Mortgage Loan Prepaid in Full
                                                     Mortgage Loan Repurchased

"We hereby  certify  that all  amounts  received  or to be  received in  connection  with such  payments  which are
required to be deposited have been or will be so deposited as provided in the Pooling and Servicing Agreement."

______________________________
Residential Funding Corporation
Authorized Signature

****************************************************************

TO  CUSTODIAN/TRUSTEE:  Please  acknowledge  this request,  and check off documents  being  enclosed with a copy of
this form.  You should  retain this form for your files in  accordance  with the terms of the Pooling and Servicing
Agreement.

                  Enclosed Documents:                [ ] Promissory Note
                                                     [ ] Primary Insurance Policy
                                                     [ ] Mortgage or Deed of Trust
                                                     [ ] Assignment(s) of Mortgage or Deed of Trust
                                                     [ ] Title Insurance Policy
                                                     [ ] Other: ________________________

___________________________
Name
___________________________
Title
___________________________
Date








                                                                                                        EXHIBIT H-1

                                     FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

STATE OF                 )
                         )ss.:
COUNTY OF                )


         [NAME OF OFFICER], being first duly sworn, deposes and says:

1.       That he is [Title of Officer] of [Name of Owner] (record or beneficial  owner of the Home Equity  Mortgage
Asset-Backed  Pass-Through  Certificates,  Series  2006-EMX4,  Class R  (the  "Owner")),  a  [savings  institution]
[corporation]  duly organized and existing under the laws of [the State of  ________________]  [the United States],
on behalf of which he makes this affidavit and agreement.

2.       That the Owner (i) is not and will not be a "disqualified  organization" or an electing large  partnership
as of [date of transfer] within the meaning of Section  860E(e)(5) and 775,  respectively,  of the Internal Revenue
Code of 1986,  as amended (the "Code") or an electing  large  partnership  under Section  775(a) of the Code,  (ii)
will endeavor to remain other than a  disqualified  organization  for so long as it retains its ownership  interest
in the  Class R  Certificates,  and (iii) is  acquiring  the  Class R  Certificates  for its own account or for the
account of another Owner from which it has received an affidavit and  agreement in  substantially  the same form as
this  affidavit  and  agreement.  (For  this  purpose,  a  "disqualified  organization"  means  an  electing  large
partnership  under Section 775 of the Code,  the United States,  any state or political  subdivision  thereof,  any
agency or  instrumentality  of any of the foregoing (other than an  instrumentality  all of the activities of which
are  subject to tax and,  except for the  Federal  Home Loan  Mortgage  Corporation,  a majority  of whose board of
directors is not selected by any such governmental  entity) or any foreign government,  international  organization
or any agency or  instrumentality  of such foreign  government  or  organization,  any rural  electric or telephone
cooperative,  or any organization (other than certain farmers'  cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business taxable income).

3.       That the Owner is aware (i) of the tax that would be  imposed on  transfers  of  Class R  Certificates  to
disqualified  organizations  or an electing  large  partnership  under the Code,  that applies to all  transfers of
Class R  Certificates  after March 31, 1988;  (ii) that such tax would be on the  transferor  (or,  with respect to
transfers to electing  large  partnerships,  on each such  partnership),  or, if such  transfer is through an agent
(which person includes a broker,  nominee or middleman) for a disqualified  organization,  on the agent; (iii) that
the person  (other than with respect to  transfers to electing  large  partnerships)  otherwise  liable for the tax
shall be relieved of  liability  for the tax if the  transferee  furnishes  to such  person an  affidavit  that the
transferee  is not a  disqualified  organization  and,  at the time of  transfer,  such person does not have actual
knowledge  that the  affidavit  is false;  and (iv) that the  Class R  Certificates  may be  "noneconomic  residual
interests" within the meaning of Treasury  regulations  promulgated pursuant to the Code and that the transferor of
a  noneconomic  residual  interest will remain liable for any taxes due with respect to the income on such residual
interest, unless no significant purpose of the transfer was to impede the assessment or collection of tax.

4.       That the Owner is aware of the tax imposed on a  "pass-through  entity"  holding  Class R  Certificates if
either the  pass-through  entity is an electing large  partnership  under Section 775 of the Code or if at any time
during  the  taxable  year of the  pass-through  entity a  disqualified  organization  is the  record  holder of an
interest in such entity.  (For this purpose,  a "pass through entity" includes a regulated  investment  company,  a
real estate investment trust or common trust fund, a partnership, trust or estate, and certain cooperatives.)

5.       That the Owner is aware that the Trustee  will not  register  the  transfer  of any  Class R  Certificates
unless the transferee,  or the transferee's agent,  delivers to it an affidavit and agreement,  among other things,
in  substantially  the same form as this  affidavit  and  agreement.  The Owner  expressly  agrees that it will not
consummate  any such transfer if it knows or believes that any of the  representations  contained in such affidavit
and agreement are false.

6.       That the Owner has reviewed the  restrictions  set forth on the face of the Class R  Certificates  and the
provisions of Section  5.02(f) of the Pooling and Servicing  Agreement  under which the Class R  Certificates  were
issued (in  particular,  clause  (iii)(A) and (iii)(B) of Section  5.02(f)  which  authorize the Trustee to deliver
payments to a person  other than the Owner and  negotiate  a  mandatory  sale by the Trustee in the event the Owner
holds such Certificates in violation of Section  5.02(f)).  The Owner expressly agrees to be bound by and to comply
with such restrictions and provisions.

7.       That the Owner consents to any additional  restrictions  or  arrangements  that shall be deemed  necessary
upon advice of counsel to constitute a reasonable  arrangement  to ensure that the Class R  Certificates  will only
be owned, directly or indirectly, by an Owner that is not a disqualified organization.

8.       The Owner's Taxpayer Identification Number is ____________________.

9.       This  affidavit and agreement  relates only to the Class R  Certificates  held by the Owner and not to any
other holder of the Class R  Certificates.  The Owner understands that the liabilities described herein relate only
to the Class R Certificates.

10.      That no purpose of the Owner relating to the transfer of any of the Class R  Certificates  by the Owner is
or will be to impede the  assessment or collection of any tax; in making this  representation,  the Owner  warrants
that the Owner is familiar with (i) Treasury  Regulation  1.860E-1(c) and recent amendments  thereto,  effective as
of July 19, 2002,  and (ii) the preamble  describing the adoption of the  amendments to such  regulation,  which is
attached hereto as Annex I.

11.      That the Owner has no present  knowledge or  expectation  that it will be unable to pay any United  States
taxes  owed by it so  long  as any of the  Certificates  remain  outstanding.  In this  regard,  the  Owner  hereby
represents  to and for the  benefit of the person  from whom it acquired  the  Class R  Certificate  that the Owner
intends to pay taxes  associated  with holding such Class R  Certificate  as they become due,  fully  understanding
that it may incur tax liabilities in excess of any cash flows generated by the Class R Certificate.

12.      That the Owner has no present  knowledge  or  expectation  that it will become  insolvent  or subject to a
bankruptcy proceeding for so long as any of the Class R Certificates remain outstanding.

13.      The Owner is either (i) a citizen or resident of the United  States,  (ii) a  corporation,  partnership or
other  entity  treated as a  corporation  or a  partnership  for U.S.  federal  income tax  purposes and created or
organized in, or under the laws of, the United  States,  any state thereof or the District of Columbia  (other than
a partnership that is not treated as a United States person under any applicable  Treasury  regulations),  (iii) an
estate that is  described  in Section  7701(a)(30)(D)  of the Code,  or (iv) a trust that is  described  in Section
7701(a)(30)(E) of the Code.

14.      The Owner hereby  agrees that it will not cause income from the Class R  Certificates  to be  attributable
to a foreign  permanent  establishment or fixed base (within the meaning of an applicable income tax treaty) of the
Owner or another United States taxpayer.

15.      The Owner hereby  certifies,  represents and warrants to, and covenants  with the  Depositor,  the Trustee
and the Master Servicer that the following statements in (a) or (b) are accurate:

                  (a)      The  Certificates  are not  being  acquired  by,  and will not be  transferred  to,  any
     employee  benefit plan or other plan or arrangement  subject to the prohibited  transaction  provisions of the
     Employee  Retirement  Income  Security  Act of 1974,  as amended  ("ERISA"),  or Section  4975 of the Internal
     Revenue Code of 1986, as amended (the "Code"),  or any person  (including an insurance  company  investing its
     general account,  an investment  manager,  a named fiduciary or a trustee of any such plan) who is using "plan
     assets" of any such plan to effect such acquisition (each of the foregoing, a "Plan Investor"); or

                  (b)      The Owner has  provided the  Trustee,  the  Depositor  and the Master  Servicer  with an
     Opinion of Counsel  acceptable to and in form and  substance  satisfactory  to the Trustee,  the Depositor and
     the  Master  Servicer  to the  effect  that the  purchase  or holding of  Certificates  is  permissible  under
     applicable law, will not constitute or result in any non-exempt  prohibited  transaction  under Section 406 of
     ERISA or Section  4975 of the Code (or  comparable  provisions  of any  subsequent  enactments),  and will not
     subject  the  Trustee,  the  Depositor,  or the Master  Servicer to any  obligation  or  liability  (including
     obligations or liabilities  under ERISA or  Section 4975  of the Code) in addition to those  undertaken in the
     Pooling and Servicing  Agreement,  which  Opinion of Counsel  shall not be at the expense of the Trustee,  the
     Depositor or the Master Servicer.

         In addition,  the Owner hereby  certifies,  represents and warrants to, and covenants with, the Depositor,
the Trustee and the Master  Servicer  that the Owner will not transfer  such  Certificates  to any Plan Investor or
person unless either such Plan Investor or person meets the requirements set forth in either (a) or (b) above.

         Capitalized  terms used but not  defined  herein  shall have the  meanings  assigned  in the  Pooling  and
Servicing Agreement.







         IN WITNESS  WHEREOF,  the Owner has caused this  instrument to be executed on its behalf,  pursuant to the
authority of its Board of  Directors,  by its [Title of Officer] and its  corporate  seal to be hereunto  attached,
attested by its [Assistant] Secretary, this ____ day of ______________ 200__.


                                                     [NAME OF OWNER]


                                                     By: ___________________________________
                                                     [Name of Officer]
                                                     [Title of Officer]


[Corporate Seal]

ATTEST:


______________________________
[Assistant] Secretary


                  Personally  appeared  before me the  above-named  [Name of Officer],  known or proved to me to be
the same  person who  executed  the  foregoing  instrument  and to be the  [Title of  Officer]  of the  Owner,  and
acknowledged to me that he executed the same as his free act and deed and the free act and deed of the Owner.

                  Subscribed and sworn before me this ________ day of _________, 200_.


                                                     __________________________________________
                                                     NOTARY PUBLIC


                                                     COUNTY OF ______________________________
                                                     STATE OF ________________________________
                                                     My Commission expires the ___ day of __________, 20__






                                                                                             ANNEX I TO EXHIBIT H-1

                                            DEPARTMENT OF THE TREASURY

                                             Internal Revenue Service

                                              26 CFR Parts 1 and 602

                                                     [TD 9004]

                                                   RIN 1545-AW98



                                     Real Estate Mortgage Investment Conduits

                                 AGENCY: Internal Revenue Service (IRS), Treasury.

                                            ACTION: Final regulations.

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

SUMMARY:  This document  contains  final  regulations  relating to safe harbor  transfers of  noneconomic  residual
interests  in real  estate  mortgage  investment  conduits  (REMICs).  The  final  regulations  provide  additional
limitations on the circumstances under which transferors may claim safe harbor treatment.

DATES: Effective Date: These regulations are effective July 19, 2002.

Applicability Date: For dates of applicability, see Sec. 1.860E-(1)(c)(10).

FOR FURTHER INFORMATION CONTACT: Courtney Shepardson at (202) 622-3940 (not a toll-free number).

SUPPLEMENTARY INFORMATION:

Paperwork Reduction Act

         The  collection of information  in this final rule has been reviewed and,  pending  receipt and evaluation
of public  comments,  approved  by the Office of  Management  and Budget  (OMB) under 44 U.S.C.  3507 and  assigned
control number 1545-1675.

         The  collection of  information  in this  regulation is in Sec.  1.860E-1(c)(5)(ii).  This  information is
required to enable the IRS to verify that a taxpayer is  complying  with the  conditions  of this  regulation.  The
collection of  information  is mandatory and is required.  Otherwise,  the taxpayer will not receive the benefit of
safe harbor  treatment as provided in the regulation.  The likely  respondents are businesses and other  for-profit
institutions.

         Comments on the  collection of information  should be sent to the Office of Management  and Budget,  Attn:
Desk Officer for the Department of the Treasury,  Office of Information  and Regulatory  Affairs,  Washington,  DC,
20503,  with  copies  to the  Internal  Revenue  Service,  Attn:  IRS  Reports  Clearance  Officer,  W:CAR:MP:FP:S,
Washington,  DC 20224.  Comments  on the  collection  of  information  should be received by  September  17,  2002.
Comments are specifically requested concerning:

o        Whether the  collection of  information  is necessary for the proper  performance  of the functions of the
              Internal Revenue Service, including whether the information will have practical utility;

o        The accuracy of the estimated burden associated with the collection of information (see below);

o        How the quality, utility, and clarity of the information to be collected may be enhanced;

o        How the burden of complying  with the collection of information  may be minimized,  including  through the
              application of automated collection techniques or other forms of information technology; and

o        Estimates of capital or start-up  costs and costs of  operation,  maintenance,  and purchase of service to
              provide information.

         An agency  may not  conduct or  sponsor,  and a person is not  required  to respond  to, a  collection  of
information unless it displays a valid control number assigned by the Office of Management and Budget.

         The estimated total annual reporting  burden is 470 hours,  based on an estimated number of respondents of
470 and an estimated average annual burden hours per respondent of one hour.

         Books or records  relating to a collection of  information  must be retained as long as their contents may
become  material  in the  administration  of any  internal  revenue  law.  Generally,  tax  returns  and tax return
information are confidential, as required by 26 U.S.C. 6103.

Background

         This  document  contains  final  regulations  regarding  the  proposed  amendments  to 26 CFR part 1 under
section  860E of the  Internal  Revenue  Code  (Code).  The  regulations  provide the  circumstances  under which a
transferor of a noneconomic REMIC residual interest meeting the investigation and  representation  requirements may
avail itself of the safe harbor by satisfying either the formula test or the asset test.

         Final regulations  governing REMICs,  issued in 1992,  contain rules governing the transfer of noneconomic
REMIC residual  interests.  In general,  a transfer of a noneconomic  residual  interest is disregarded for all tax
purposes  if a  significant  purpose of the  transfer  is to enable the  transferor  to impede  the  assessment  or
collection  of tax. A purpose to impede the  assessment or  collection  of tax (a wrongful  purpose)  exists if the
transferor,  at the time of the transfer,  either knew or should have known that the transferee  would be unwilling
or unable to pay taxes due on its share of the REMIC's  taxable  income.  Under a safe harbor,  the transferor of a
REMIC  noneconomic  residual interest is presumed not to have a wrongful purpose if two requirements are satisfied:
(1) the transferor conducts a reasonable  investigation of the transferee's  financial condition (the investigation
requirement);  and (2) the  transferor  secures  a  representation  from  the  transferee  to the  effect  that the
transferee  understands  the tax obligations  associated with holding a residual  interest and intends to pay those
taxes (the representation requirement).

         The IRS and Treasury have been concerned that some  transferors of noneconomic  residual  interests  claim
they  satisfy  the safe harbor  even in  situations  where the  economics  of the  transfer  clearly  indicate  the
transferee  is  unwilling  or unable to pay the tax  associated  with holding the  interest.  For this  reason,  on
February  7,  2000,  the IRS  published  in the  Federal  Register  (65 FR 5807) a notice  of  proposed  rulemaking
(REG-100276-97;  REG-122450-98)  designed  to clarify  the safe  harbor by adding the  "formula  test," an economic
test.  The  proposed  regulation  provides  that the safe harbor is  unavailable  unless the  present  value of the
anticipated  tax  liabilities  associated  with holding the residual  interest  does not exceed the sum of: (1) The
present value of any  consideration  given to the transferee to acquire the interest;  (2) the present value of the
expected  future  distributions  on the  interest;  and  (3) the  present  value  of the  anticipated  tax  savings
associated with holding the interest as the REMIC generates losses.

         The notice of proposed  rulemaking  also contained rules for FASITs.  Section 1.860H-6(g)  of the proposed
regulations  provides  requirements  for  transfers  of FASIT  ownership  interests  and  adopts a safe  harbor  by
reference to the safe harbor  provisions of the REMIC  regulations.  In January 2001,  the IRS published Rev. Proc.
2001-12  (2001-3  I.R.B.  335) to set forth an alternative  safe harbor that taxpayers  could use while the IRS and
the Treasury  considered comments on the proposed  regulations.  Under the alternative safe harbor, if a transferor
meets the investigation  requirement and the representation  requirement but the transfer fails to meet the formula
test,  the  transferor  may invoke the safe harbor if the  transferee  meets a two-prong  test (the asset test).  A
transferee  generally  meets the first prong of this test if, at the time of the  transfer,  and in each of the two
years preceding the year of transfer,  the transferee's  gross assets exceed $100 million and its net assets exceed
$10 million. A transferee  generally meets the second prong of this test if it is a domestic,  taxable  corporation
and agrees in writing not to transfer the interest to any person other than another domestic,  taxable  corporation
that also  satisfies  the  requirements  of the asset  test.  A  transferor  cannot  rely on the asset  test if the
transferor  knows, or has reason to know,  that the transferee will not comply with its written  agreement to limit
the restrictions on subsequent transfers of the residual interest.

         Rev.  Proc.  2001-12  provides  that the asset test  fails to be  satisfied  in the case of a transfer  or
assignment of a noneconomic  residual interest to a foreign branch of an otherwise eligible  transferee.  If such a
transfer  or  assignment  were  permitted,  a  corporate  taxpayer  might seek to claim that the  provisions  of an
applicable  income tax treaty would resource  excess  inclusion  income as foreign  source  income,  and that, as a
consequence,  any U.S. tax liability  attributable  to the excess  inclusion  income could be offset by foreign tax
credits.  Such a claim would impede the assessment or collection of U.S. tax on excess inclusion  income,  contrary
to the  congressional  purpose of assuring  that such income will be taxable in all  events.  See,  e.g.,  sections
860E(a)(1), (b), (e) and 860G(b) of the Code.

         The Treasury and the IRS have learned that certain taxpayers  transferring  noneconomic residual interests
to foreign  branches  have  attempted to rely on the formula  test to obtain safe harbor  treatment in an effort to
impede the assessment or collection of U.S. tax on excess  inclusion  income.  Accordingly,  the final  regulations
provide that if a noneconomic  residual interest is transferred to a foreign permanent  establishment or fixed base
of a U.S.  taxpayer,  the  transfer is not eligible  for safe harbor  treatment  under either the asset test or the
formula test. The final  regulations  also require a transferee to represent that it will not cause income from the
noneconomic residual interest to be attributable to a foreign permanent establishment or fixed base.

         Section  1.860E-1(c)(8)  provides  computational  rules that a taxpayer may use to qualify for safe harbor
status under the formula test.  Section  1.860E-1(c)(8)(i)  provides that the  transferee is presumed to pay tax at
a rate equal to the highest rate of tax specified in section  11(b).  Some  commentators  were  concerned that this
presumed  rate of  taxation  was too high  because  it does not take into  consideration  taxpayers  subject to the
alternative  minimum tax rate.  In light of the comments  received,  this  provision  has been amended in the final
regulations to allow certain  transferees that compute their taxable income using the alternative  minimum tax rate
to use the alternative minimum tax rate applicable to corporations.

         Additionally,  Sec.  1.860E-1(c)(8)(iii)  provides  that the present  values in the formula test are to be
computed using a discount rate equal to the  applicable  Federal  short-term  rate  prescribed by section  1274(d).
This is a change from the proposed  regulation and Rev. Proc.  2001-12.  In those publications the provision stated
that   "present  values are computed  using a discount  rate equal to the  applicable  Federal rate  prescribed  in
section  1274(d)  compounded  semiannually"  and that "[a] lower  discount rate may be used if the  transferee  can
demonstrate  that it regularly  borrows,  in the course of its trade or business,  substantial  funds at such lower
rate from an  unrelated  third  party."  The IRS and the  Treasury  Department  have  learned  that,  based on this
provision,  certain  taxpayers have been  attempting to use  unrealistically  low or zero interest rates to satisfy
the formula test,  frustrating  the intent of the test.  Furthermore,  the Treasury  Department and the IRS believe
that a rule allowing for a rate other than a rate based on an objective index would add  unnecessary  complexity to
the safe harbor.  As a result,  the rule in the  proposed  regulations  that  permits a  transferee  to use a lower
discount rate, if the transferee can demonstrate that it regularly  borrows  substantial  funds at such lower rate,
is not included in the final  regulations;  and the Federal short-term rate has been substituted for the applicable
Federal  rate.  To  simplify  taxpayers'  computations,  the final  regulations  allow use of any of the  published
short-term rates,  provided that the present values are computed with a corresponding  period of compounding.  With
the  exception of the  provisions  relating to transfers to foreign  branches,  these  changes  generally  have the
proposed  applicability  date of February 4, 2000,  but taxpayers may choose to apply the interest rate formula set
forth in the proposed regulation and Rev. Proc. 2001-12 for transfers occurring before August 19, 2002.

         It is anticipated  that when final  regulations  are adopted with respect to FASITs,  Sec.  1.860H-6(g) of
the  proposed  regulations  will be adopted in  substantially  its  present  form,  with the result  that the final
regulations  contained in this document will also govern transfers of FASIT ownership  interests with substantially
the same applicability date as is contained in this document.

Effect on Other Documents

         Rev. Proc.  2001-12  (2001-3 I.R.B.  335) is obsolete for transfers of noneconomic  residual  interests in
REMICs occurring on or after August 19, 2002.

Special Analyses

         It is  hereby  certified  that  these  regulations  will  not  have a  significant  economic  impact  on a
substantial  number  of  small  entities.  This  certification  is based on the  fact  that it is  unlikely  that a
substantial  number of small  entities will hold REMIC  residual  interests.  Therefore,  a Regulatory  Flexibility
Analysis under the Regulatory  Flexibility  Act (5 U.S.C.  chapter 6) is not required.  It has been determined that
this Treasury  decision is not a significant  regulatory action as defined in Executive Order 12866.  Therefore,  a
regulatory  assessment  is not  required.  It also has been  determined  that  sections  553(b)  and  553(d) of the
Administrative Procedure Act (5 U.S.C. chapter 5) do not apply to these regulations.

Drafting Information

         The principal author of these regulations is Courtney  Shepardson.  However,  other personnel from the IRS
and Treasury Department participated in their development.

List of Subjects

26 CFR Part 1

         Income taxes, Reporting and record keeping requirements.

26 CFR Part 602

         Reporting and record keeping requirements.

         Adoption of Amendments to the Regulations

         Accordingly, 26 CFR parts 1 and 602 are amended as follows:

PART 1--INCOME TAXES

         Paragraph 1. The authority citation for part 1 continues to read in

part as follows:

         Authority: 26 U.S.C. 7805 * * *







                                                                                                        EXHIBIT H-2

                                          FORM OF TRANSFEROR CERTIFICATE



                                                                                               ______________, 20__



U.S. Bank National Association
EP-MN-WS3D
60 Livingston Avenue
St. Paul, MN 55107

Attention:  Structured Finance/RASC, Series 2006-EMX4

                  Re:      Mortgage Asset-Backed Pass-Through Certificates, Series 2006-EMX4

Ladies and Gentlemen:

         This  letter  is  delivered  to you in  connection  with the  transfer  by  ________________________  (the
"Seller") to  ______________________  (the "Purchaser") of $___________  Initial  Certificate  Principal Balance of
Mortgage  Asset-Backed  Pass-Through  Certificates,  Series 2006-EMX4,  Class R (the  "Certificates"),  pursuant to
Section 5.02 of the Pooling and Servicing  Agreement  (the "Pooling and Servicing  Agreement"),  dated as of May 1,
2006  among  Residential  Asset  Securities  Corporation,  as  depositor  (the  "Depositor"),  Residential  Funding
Corporation,  as master servicer,  and U.S. Bank National Association,  as trustee (the "Trustee").  All terms used
herein and not  otherwise  defined shall have the meanings set forth in the Pooling and  Servicing  Agreement.  The
Seller hereby certifies, represents and warrants to, and covenants with, the Depositor and the Trustee that:

1.       No purpose of the Seller  relating to the transfer of the  Certificate  by the Seller to the  Purchaser is
or will be to impede the assessment or collection of any tax.

2.       The Seller  understands  that the  Purchaser  has  delivered  to the  Trustee  and the  Master  Servicer a
transfer  affidavit and  agreement in the form attached to the Pooling and Servicing  Agreement as Exhibit H-1. The
Seller does not know or believe that any representation contained therein is false.

3.       The  Seller  has at the  time of the  transfer  conducted  a  reasonable  investigation  of the  financial
condition of the Purchaser as contemplated by Treasury  Regulations Section  1.860E-1(c)(4)(i)  and, as a result of
that  investigation,  the Seller has determined that the Purchaser has  historically  paid its debts as they become
due and has found no  significant  evidence to indicate  that the  Purchaser  will not continue to pay its debts as
they  become due in the future.  The Seller  understands  that the  transfer  of a Class R  Certificate  may not be
respected  for United  States  income tax  purposes  (and the Seller may  continue  to be liable for United  States
income taxes associated therewith) unless the Seller has conducted such an investigation.

4.       The Seller has no actual  knowledge that the proposed  Transferee is not both a United States Person and a
Permitted Transferee.


                                                     Very truly yours,



                                                     _______________________________________
                                                                            (Seller)



                                                     By: ____________________________________
                                                     Name: __________________________________
                                                     Title: ___________________________________






                                                                                                          EXHIBIT I

                                      FORM OF INVESTOR REPRESENTATION LETTER



                                                                                               ______________, 20__



Residential Asset Securities Corporation
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, MN  55437

U.S. Bank National Association
EP-MN-WS3D
60 Livingston Avenue
St. Paul, MN 55107
Attn: Structured Finance/RASC 2006-EMX4

Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, MN  55437

Attention:  Residential Funding Corporation Series 2006-EMX4

         Re:      Home Equity Mortgage Asset-Backed Pass-Through Certificates,
                  Series 2006-EMX4, Class [SB] [R-[__]]

Ladies and Gentlemen:

         _________________________  (the  "Purchaser")  intends to purchase from  ___________________________  (the
"Seller")  $_____________  Initial Certificate Principal Balance of Home Equity Mortgage Asset-Backed  Pass-Through
Certificates,  Series  2006-EMX4,  Class [SB]  [R-[__]] (the  "Certificates"),  issued  pursuant to the Pooling and
Servicing  Agreement  (the  "Pooling and Servicing  Agreement"),  dated as of May 1, 2006 among  Residential  Asset
Securities Corporation,  as depositor (the "Depositor"),  Residential Funding Corporation,  as master servicer (the
"Master Servicer"),  and U.S. Bank National Association,  as trustee (the "Trustee"). All terms used herein and not
otherwise  defined shall have the meanings set forth in the Pooling and Servicing  Agreement.  The Purchaser hereby
certifies,  represents  and warrants to, and covenants  with, the  Depositor,  the Trustee and the Master  Servicer
that:

1.       The  Purchaser  understands  that (a) the  Certificates  have not  been  and  will  not be  registered  or
                  qualified  under the Securities Act of 1933, as amended (the "Act") or any state  securities law,
                  (b)  the  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.

3.       The  Purchaser is (a) a  substantial,  sophisticated  institutional  investor  having such  knowledge  and
                  experience in financial and business  matters,  and, in  particular,  in such matters  related to
                  securities  similar to the  Certificates,  such that it is capable of  evaluating  the merits and
                  risks  of  investment  in the  Certificates,  (b)  able to bear  the  economic  risks  of such an
                  investment  and (c) an  "accredited  investor"  within  the  meaning of Rule  501(a)  promulgated
                  pursuant to the Act.

4.       The Purchaser has been  furnished  with,  and has had an  opportunity to review (a) [a copy of the Private
                  Placement Memorandum,  dated ___________________,  20__, relating to the Certificates (b)] a copy
                  of the  Pooling  and  Servicing  Agreement  and [b] [c] such  other  information  concerning  the
                  Certificates,  the Mortgage  Loans and the 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.  [If  the  Purchaser  did not
                  purchase the  Certificates  from the Seller in connection  with the initial  distribution  of the
                  Certificates   and  was  provided  with  a  copy  of  the  Private   Placement   Memorandum  (the
                  "Memorandum")  relating to the original sale (the  "Original  Sale") of the  Certificates  by the
                  Depositor,  the Purchaser  acknowledges  that such  Memorandum  was provided to it by the Seller,
                  that  the  Memorandum  was  prepared  by the  Depositor  solely  for use in  connection  with the
                  Original Sale and the Depositor did not  participate  in or facilitate in any way the purchase of
                  the  Certificates  by the Purchaser from the Seller,  and the Purchaser  agrees that it will look
                  solely to the Seller and not to the  Depositor  with respect to any damage,  liability,  claim or
                  expense arising out of,  resulting from or in connection  with (a) error or omission,  or alleged
                  error or omission,  contained in the  Memorandum,  or (b) any  information,  development or event
                  arising after the date of the Memorandum.]

5.       The  Purchaser  has not and will not nor has it  authorized  or will it authorize any person to (a) offer,
                  pledge,  sell, dispose of or otherwise transfer any Certificate,  any interest in any Certificate
                  or any other  similar  security to any person in any  manner,  (b) solicit any offer to buy or to
                  accept  a  pledge,  disposition  of  other  transfer  of any  Certificate,  any  interest  in any
                  Certificate or any other similar security from any person in any manner,  (c) otherwise  approach
                  or  negotiate  with respect to any  Certificate,  any  interest in any  Certificate  or any other
                  similar  security with any person in any manner,  (d) make any general  solicitation  by means of
                  general  advertising or in any other manner or (e) take any other action,  that (as to any of (a)
                  through (e) above) would  constitute a distribution of any Certificate  under the Act, that would
                  render  the  disposition  of any  Certificate  a  violation  of Section 5 of the Act or any state
                  securities  law, or that would  require  registration  or  qualification  pursuant  thereto.  The
                  Purchaser  will not sell or otherwise  transfer  any of the  Certificates,  except in  compliance
                  with the provisions of the Pooling and Servicing Agreement.

6.       The  Purchaser  hereby  certifies,  represents  and warrants to, and  covenants  with the  Depositor,  the
                  Trustee and the Master Servicer that the following statements in (a) or (b) are correct:

                                    (a)     The  Purchaser  is not an  employee  benefit  plan  or  other  plan  or
                           arrangement   subject  to  the  prohibited   transaction   provisions  of  the  Employee
                           Retirement  Income  Security Act of 1974, as amended  ("ERISA"),  or Section 4975 of the
                           Internal  Revenue Code of 1986,  as amended (the  "Code"),  or any person  (including an
                           insurance  company  investing  its  general  account,  an  investment  manager,  a named
                           fiduciary  or a trustee  of any such plan) who is using  "plan  assets" of any such plan
                           to effect such acquisition (each of the foregoing, a "Plan Investor"); or

                                    (b)     the  Purchaser  has provided the Trustee,  the Depositor and the Master
                           Servicer  with  an  Opinion  of  Counsel   acceptable  to  and  in  form  and  substance
                           satisfactory  to the Trustee,  the Depositor and the Master  Servicer to the effect that
                           the purchase or holding of  Certificates is permissible  under  applicable law, will not
                           constitute  or result in any  non-exempt  prohibited  transaction  under  Section 406 of
                           ERISA  or  Section  4975  of the  Code  (or  comparable  provisions  of  any  subsequent
                           enactments),  and will not subject the Trustee,  the Depositor or the Master Servicer to
                           any  obligation  or  liability  (including  obligations  or  liabilities  under ERISA or
                           Section 4975 of the Code) in addition to those  undertaken  in the Pooling and Servicing
                           Agreement,  which  Opinion  of  Counsel  shall not be an  expense  of the  Trustee,  the
                           Depositor or the Master Servicer.







         In  addition,  the  Purchaser  hereby  certifies,  represents  and warrants to, and  covenants  with,  the
Depositor,  the Trustee and the Master Servicer that the Purchaser will not transfer such  Certificates to any Plan
Investor or person  unless either such Plan  Investor or person meets the  requirements  set forth in either (a) or
(b) above.

                                                              Very truly yours,


                                                              (Purchaser)

                                                              By:..................................................
                                                              Name:................................................
                                                              Title:...............................................







                                                                                                          EXHIBIT J

                                     FORM OF TRANSFEROR REPRESENTATION LETTER



                                                                                               ______________, 20__



Residential Asset Securities Corporation
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437

U.S. Bank National Association
EP-MN-WS3D
60 Livingston Avenue
St. Paul, MN 55107
Attn: Structured Finance/RASC 2006-EMX4

Attention: Residential Funding Corporation Series 2006-EMX4

         Re:      Home Equity Mortgage Asset-Backed  Pass-Through Certificates,
                  Series 2006-EMX4, Class [SB] [R-[__]]

Ladies and Gentlemen:

                  In connection  with the sale by __________  (the  "Seller") to __________  (the  "Purchaser")  of
$__________   Initial   Certificate   Principal  Balance  of  Home  Equity  Mortgage  Asset-  Backed   Pass-Through
Certificates,  Series  2006-EMX4,  Class [SB]  [R-[__]] (the  "Certificates"),  issued  pursuant to the Pooling and
Servicing  Agreement  (the  "Pooling and Servicing  Agreement"),  dated as of May 1, 2006 among  Residential  Asset
Securities Corporation,  as depositor (the "Depositor"),  Residential Funding Corporation,  as master servicer, and
U.S. Bank National Association,  as trustee (the "Trustee").  The Seller hereby certifies,  represents and warrants
to, and covenants with, the 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.

                                                              Very truly yours,


                                                             (Purchaser)

                                                              By:..................................................
                                                              Name:................................................
                                                              Title:...............................................








                                                                                                          EXHIBIT K

                                    TEXT OF AMENDMENT TO POOLING AND SERVICING
                                   AGREEMENT PURSUANT TO SECTION 11.01(e) FOR A
                                                 LIMITED GUARANTY



                                                   ARTICLE XIII

                              Subordinate Certificate Loss Coverage; Limited Guaranty

         Section 13.01.  Subordinate  Certificate Loss Coverage;  Limited  Guaranty.  (a) Subject to subsection (c)
below,  prior to the later of the third Business Day prior to each Distribution  Date or the related  Determination
Date, the Master  Servicer shall  determine  whether it or any  Subservicer  will be entitled to any  reimbursement
pursuant to Section 3.10 on such  Distribution  Date for Advances or Subservicer  Advances  previously made, (which
will not be Advances or Subservicer  Advances that were made with respect to delinquencies  which were subsequently
determined to be Excess Special Hazard  Losses,  Excess Fraud Losses,  Excess  Bankruptcy  Losses or  Extraordinary
Losses) and, if so, the Master  Servicer  shall demand payment from  Residential  Funding of an amount equal to the
amount of any Advances or  Subservicer  Advances  reimbursed  pursuant to Section 3.10, to the extent such Advances
or  Subservicer  Advances have not been included in the amount of the Realized Loss in the related  Mortgage  Loan,
and shall  distribute the same to the Class SB  Certificateholders  in the same manner as if such amount were to be
distributed pursuant to Section 4.02.

                  (b)      Subject to subsection  (c) below,  prior to the later of the third Business Day prior to
each  Distribution  Date or the  related  Determination  Date,  the Master  Servicer  shall  determine  whether any
Realized  Losses (other than Excess  Special  Hazard  Losses,  Excess  Bankruptcy  Losses,  Excess Fraud Losses and
Extraordinary  Losses) will be  allocated  to the  Class SB  Certificates  on such  Distribution  Date  pursuant to
Section 4.05, and, if so, the Master Servicer shall demand payment from  Residential  Funding of the amount of such
Realized  Loss and shall  distribute  the same to the  Class SB  Certificateholders  in the same  manner as if such
amount  were to be  distributed  pursuant to Section  4.02;  provided,  however,  that the amount of such demand in
respect  of any  Distribution  Date  shall in no event be  greater  than the sum of  (i) the  additional  amount of
Accrued  Certificate  Interest that would have been paid for the Class SB  Certificateholders  on such Distribution
Date had such  Realized  Loss or Losses not  occurred  plus (ii) the  amount of the  reduction  in the  Certificate
Principal  Balances of the Class SB  Certificates  on such  Distribution  Date due to such Realized Loss or Losses.
Notwithstanding  such payment,  such Realized  Losses shall be deemed to have been borne by the  Certificateholders
for purposes of Section 4.05.  Excess Special  Hazard Losses,  Excess Fraud Losses,  Excess  Bankruptcy  Losses and
Extraordinary  Losses  allocated to the Class SB  Certificates  will not be covered by the Subordinate  Certificate
Loss Obligation.

                  (c)      Demands for payments  pursuant to this  Section  shall be made prior to the later of the
third Business Day prior to each  Distribution Date or the related  Determination  Date by the Master Servicer with
written  notice  thereof to the  Trustee.  The maximum  amount that  Residential  Funding  shall be required to pay
pursuant to this  Section on any  Distribution  Date (the "Amount  Available")  shall be equal to the lesser of (X)
________ minus the sum of (i) all previous  payments made under  subsections  (a) and (b) hereof and (ii) all draws
under the Limited  Guaranty  made in lieu of such payments as described  below in  subsection  (d) and (Y) the then
outstanding  Certificate  Principal  Balances  of  the  Class SB  Certificates,  or  such  lower  amount  as may be
established  pursuant  to Section  13.02.  Residential  Funding's  obligations  as  described  in this  Section are
referred to herein as the "Subordinate Certificate Loss Obligation."

                  (d)      The Trustee will promptly  notify General Motors  Acceptance  Corporation of any failure
of Residential  Funding to make any payments  hereunder and shall demand payment  pursuant to the limited  guaranty
(the "Limited Guaranty"),  executed by General Motors Acceptance  Corporation,  of Residential Funding's obligation
to make payments  pursuant to this Section,  in an amount equal to the lesser of (i) the Amount  Available and (ii)
such required  payments,  by delivering to General  Motors  Acceptance  Corporation a written demand for payment by
wire transfer,  not later than the second Business Day prior to the Distribution  Date for such month,  with a copy
to the Master Servicer.

                  (e)      All  payments  made by  Residential  Funding  pursuant to this  Section or amounts  paid
under the Limited  Guaranty  shall be  deposited  directly in the  Certificate  Account,  for  distribution  on the
Distribution Date for such month to the Class SB Certificateholders.

                  (f)      The Depositor shall have the option,  in its sole  discretion,  to substitute for either
or both of the Limited Guaranty or the Subordinate  Certificate Loss Obligation  another  instrument in the form of
a corporate guaranty,  an irrevocable letter of credit, a surety bond,  insurance policy or similar instrument or a
reserve fund;  provided that (i) the Depositor  obtains  (subject to the  provisions of Section  10.01(f) as if the
Depositor  was  substituted  for the Master  Servicer  solely for the  purposes  of such  provision)  an Opinion of
Counsel  (which  need not be an opinion of  independent  counsel)  to the effect  that  obtaining  such  substitute
corporate guaranty,  irrevocable letter of credit,  surety bond,  insurance policy or similar instrument or reserve
fund will not cause either (a) any federal tax to be imposed on the Trust Fund,  including without limitation,  any
federal tax imposed on  "prohibited  transactions"  under  Section  860(F)(a)(1)  of the Code or on  "contributions
after the  startup  date"  under  Section  860(G)(d)(1)  of the Code or (b) the Trust  Fund to fail to qualify as a
REMIC at any time that any Certificate is outstanding,  and (ii) no such substitution  shall be made unless (A) the
substitute  Limited Guaranty or Subordinate  Certificate Loss Obligation is for an initial amount not less than the
then  current  Amount  Available  and  contains  provisions  that are in all material  respects  equivalent  to the
original  Limited  Guaranty or Subordinate  Certificate  Loss  Obligation  (including  that no portion of the fees,
reimbursements  or other  obligations under any such instrument will be borne by the Trust Fund), (B) the long term
debt obligations of any obligor of any substitute  Limited Guaranty or Subordinate  Certificate Loss Obligation (if
not supported by the Limited  Guaranty)  shall be rated at least the lesser of (a) the rating of the long term debt
obligations of General  Motors  Acceptance  Corporation as of the date of issuance of the Limited  Guaranty and (b)
the  rating of the long  term  debt  obligations  of  General  Motors  Acceptance  Corporation  at the date of such
substitution  and (C) if the Class SB Certificates  have been rated,  the Depositor  obtains  written  confirmation
from  each  Rating  Agency  that  rated  the  Class SB  Certificates  at the  request  of the  Depositor  that such
substitution  shall not lower the rating on the  Class SB  Certificates  below the  lesser of (a) the  then-current
rating  assigned to the Class SB  Certificates  by such Rating Agency and (b) the original  rating  assigned to the
Class SB  Certificates by such Rating Agency.  Any replacement of the Limited  Guaranty or Subordinate  Certificate
Loss  Obligation  pursuant to this Section shall be accompanied  by a written  Opinion of Counsel to the substitute
guarantor  or  obligor,  addressed  to the  Master  Servicer  and the  Trustee,  that  such  substitute  instrument
constitutes  a legal,  valid and  binding  obligation  of the  substitute  guarantor  or  obligor,  enforceable  in
accordance  with its terms,  and  concerning  such  other  matters as the Master  Servicer  and the  Trustee  shall
reasonably  request.  Neither the Depositor,  the Master  Servicer nor the Trustee shall be obligated to substitute
for or replace the Limited Guaranty or Subordinate Certificate Loss Obligation under any circumstance.

                  Section 13.02.  Amendments  Relating to the Limited Guaranty.  Notwithstanding  Sections 11.01 or
13.01:  (i) the provisions of this Article XIII may be amended,  superseded or deleted,  (ii) the Limited  Guaranty
or Subordinate  Certificate Loss Obligation may be amended,  reduced or canceled,  and (iii) any other provision of
this Agreement  which is related or incidental to the matters  described in this Article XIII may be amended in any
manner; in each case by written  instrument  executed or consented to by the Depositor and Residential  Funding but
without the consent of any  Certificateholder  and without the consent of the Master  Servicer or the Trustee being
required unless any such amendment  would impose any additional  obligation on, or otherwise  adversely  affect the
interests of, the Master  Servicer or the Trustee,  as applicable;  provided that the Depositor shall also obtain a
letter from each Rating Agency that rated the Class SB  Certificates  at the request of the Depositor to the effect
that such amendment,  reduction,  deletion or cancellation  will not lower the rating on the Class SB  Certificates
below the lesser of (a) the  then-current  rating  assigned to the Class SB  Certificates by such Rating Agency and
(b) the original  rating  assigned to the Class SB  Certificates  by such Rating  Agency,  unless (A) the Holder of
100% of the Class SB  Certificates  is  Residential  Funding or an Affiliate of  Residential  Funding,  or (B) such
amendment,  reduction,  deletion or cancellation is made in accordance with Section 11.01(e) and,  provided further
that the Depositor  obtains  (subject to the provisions of Section 10.01(f) as if the Depositor was substituted for
the  Master  Servicer  solely  for the  purposes  of  such  provision),  in the  case of a  material  amendment  or
supersession  (but  not a  reduction,  cancellation  or  deletion  of  the  Limited  Guaranty  or  the  Subordinate
Certificate Loss  Obligation),  an Opinion of Counsel (which need not be an opinion of independent  counsel) to the
effect  that any such  amendment  or  supersession  will not cause  either (a) any federal tax to be imposed on the
Trust Fund,  including  without  limitation,  any federal tax imposed on  "prohibited  transactions"  under Section
860F(a)(1) of the Code or on  "contributions  after the startup  date" under Section  860G(d)(1) of the Code or (b)
the Trust Fund to fail to qualify as a REMIC at any time that any  Certificate is  outstanding.  A copy of any such
instrument  shall be provided to the Trustee and the Master Servicer  together with an Opinion of Counsel that such
amendment complies with this Section 13.02.








                                                                                                          EXHIBIT L

                                             FORM OF LIMITED GUARANTY
                                     RESIDENTIAL ASSET SECURITIES CORPORATION



                            Home Equity Mortgage Asset-Backed Pass-Through Certificates
                                                 Series 2006-EMX4



                                                                                                   __________, 20__



U.S. Bank National Association
EP-MN-WS3D
60 Livingston Avenue
St. Paul, MN 55107
Attn: Structured Finance/RASC 2006-EMX4



Ladies and Gentlemen:

                  WHEREAS,  Residential Funding Corporation,  a Delaware corporation  ("Residential  Funding"),  an
indirect wholly-owned subsidiary of General Motors Acceptance Corporation,  a New York corporation ("GMAC"),  plans
to incur certain  obligations as described  under Section 13.01 of the Pooling and Servicing  Agreement dated as of
May 1, 2006 (the  "Servicing  Agreement"),  among  Residential  Asset  Securities  Corporation  (the  "Depositor"),
Residential  Funding and U.S. Bank National  Association  (the  "Trustee") as amended by Amendment No. ___ thereto,
dated as of ________,  with respect to the Home Equity  Mortgage  Asset-Backed  Pass-Through  Certificates,  Series
2006-EMX4 (the "Certificates"); and

                  WHEREAS,  pursuant to Section 13.01 of the Servicing  Agreement,  Residential  Funding  agrees to
make payments to the Holders of the Class SB  Certificates  with respect to certain losses on the Mortgage Loans as
described in the Servicing Agreement; and

                  WHEREAS,  GMAC desires to provide  certain  assurances with respect to the ability of Residential
Funding to secure sufficient funds and faithfully to perform its Subordinate Certificate Loss Obligation;

                  NOW  THEREFORE,  in  consideration  of the premises  herein  contained and certain other good and
valuable consideration, the receipt of which is hereby acknowledged, GMAC agrees as follows:

1.       Provision of Funds.  (a) GMAC agrees to  contribute  and deposit in the  Certificate  Account on behalf of
Residential  Funding (or otherwise provide to Residential  Funding, or to cause to be made available to Residential
Funding),  either  directly or through a  subsidiary,  in any case prior to the  related  Distribution  Date,  such
moneys as may be required by Residential  Funding to perform its Subordinate  Certificate  Loss Obligation when and
as the same  arises  from time to time upon the  demand of the  Trustee in  accordance  with  Section  13.01 of the
Servicing Agreement.

                  (b)      The agreement set forth in the preceding  clause (a) shall be absolute,  irrevocable and
unconditional  and shall not be affected by the  transfer by GMAC or any other  person of all or any part of its or
their interest in Residential  Funding, by any insolvency,  bankruptcy,  dissolution or other proceeding  affecting
Residential  Funding or any other person, by any defense or right of counterclaim,  set-off or recoupment that GMAC
may have  against  Residential  Funding or any other person or by any other fact or  circumstance.  Notwithstanding
the foregoing,  GMAC's obligations under clause (a) shall terminate upon the earlier of  (x) substitution  for this
Limited  Guaranty  pursuant to Section  13.01(f) of the Servicing  Agreement,  or (y) the  termination of the Trust
Fund pursuant to the Servicing Agreement.

2.       Waiver.  GMAC hereby waives any failure or delay on the part of  Residential  Funding,  the Trustee or any
other person in asserting or enforcing  any rights or in making any claims or demands  hereunder.  Any defective or
partial  exercise of any such rights  shall not  preclude  any other or further  exercise of that or any other such
right.  GMAC further waives demand,  presentment,  notice of default,  protest,  notice of acceptance and any other
notices with respect to this Limited  Guaranty,  including,  without  limitation,  those of action or non-action on
the part of Residential Funding or the Trustee.

3.       Modification,  Amendment and  Termination.  This Limited  Guaranty may be modified,  amended or terminated
only by the written  agreement of GMAC and the Trustee and only if such  modification,  amendment or termination is
permitted  under Section 13.02 of the Servicing  Agreement.  The  obligations  of GMAC under this Limited  Guaranty
shall  continue and remain in effect so long as the Servicing  Agreement is not modified or amended in any way that
might affect the obligations of GMAC under this Limited Guaranty without the prior written consent of GMAC.

4.       Successor.  Except as  otherwise  expressly  provided  herein,  the  guarantee  herein set forth  shall be
binding upon GMAC and its respective successors.

5.       Governing Law.  This Limited Guaranty shall be governed by the laws of the State of New York.

6.       Authorization  and Reliance.  GMAC  understands that a copy of this Limited Guaranty shall be delivered to
the Trustee in  connection  with the  execution  of Amendment  No. __ to the  Servicing  Agreement  and GMAC hereby
authorizes the Depositor and the Trustee to rely on the covenants and agreements set forth herein.

7.       Definitions.  Capitalized  terms used but not otherwise  defined  herein shall have the meaning given them
in the Servicing Agreement.

8.       Counterparts.  This Limited  Guaranty may be executed in any number of  counterparts,  each of which shall
be deemed to be an original and such counterparts shall constitute but one and the same instrument.







                  IN WITNESS  WHEREOF,  GMAC has caused this Limited  Guaranty to be executed and  delivered by its
respective officers thereunto duly authorized as of the day and year first above written.

                                                              GENERAL MOTORS ACCEPTANCE
                                                              CORPORATION



                                                              By:..................................................
                                                              Name:................................................
                                                              Title:...............................................



Acknowledged by:

U.S. BANK NATIONAL ASSOCIATION,
  as Trustee


By:..................................................
Name:................................................
Title:...............................................



RESIDENTIAL ASSET SECURITIES
CORPORATION


By:..................................................
Name:................................................
Title:...............................................







                                                                                                          EXHIBIT M

                           FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN



                                                                                                   __________, 20__



Residential Asset Securities Corporation
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota  55437

U.S. Bank National Association
EP-MN-WS3D
60 Livingston Avenue
St. Paul, MN 55107
Attn: Structured Finance/RASC 2006-EMX4

         Re:      Home Equity Mortgage Asset-Backed Pass-Through Certificates,
                  Series 2006-EMX4 Assignment of Mortgage Loan

Ladies and Gentlemen:

         This letter is delivered to you in connection  with the assignment by U.S Bank National  Association  (the
"Trustee") to  _______________________  (the "Lender") of _______________ (the "Mortgage Loan") pursuant to Section
3.13(d) of the Pooling and Servicing  Agreement  (the "Pooling and Servicing  Agreement"),  dated as of May 1, 2006
among Residential Asset Securities  Corporation,  as depositor (the "Depositor"),  Residential Funding Corporation,
as master servicer,  and the Trustee.  All terms used herein and not otherwise  defined shall have the meanings set
forth in the Pooling and  Servicing  Agreement.  The Lender  hereby  certifies,  represents  and  warrants  to, and
covenants with, the Master Servicer and the Trustee that:

(ii)     the Mortgage Loan is secured by Mortgaged  Property  located in a  jurisdiction  in which an assignment in
lieu of  satisfaction  is  required to preserve  lien  priority,  minimize  or avoid  mortgage  recording  taxes or
otherwise comply with, or facilitate a refinancing under, the laws of such jurisdiction;

(iii)    the substance of the  assignment  is, and is intended to be, a  refinancing  of such Mortgage Loan and the
form of the transaction is solely to comply with, or facilitate the transaction under, such local laws;

(iv)     the Mortgage Loan following the proposed  assignment  will be modified to have a rate of interest at least
0.25 percent below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and

(v)      such assignment is at the request of the borrower under the related Mortgage Loan.

                                                              Very truly yours,


                                                             (Lender)



                                                              By:..................................................
                                                              Name:................................................
                                                              Title:...............................................








                                                                                                          EXHIBIT N

                                    FORM OF RULE 144A INVESTMENT REPRESENTATION

                              Description of Rule 144A Securities, including numbers:
                                  _______________________________________________
                                  _______________________________________________
                                  _______________________________________________
                                  _______________________________________________



                  The undersigned  seller, as registered  holder (the "Seller"),  intends to transfer the Rule 144A
Securities described above to the undersigned buyer (the "Buyer").

1.       In connection  with such transfer and in accordance  with the  agreements  pursuant to which the Rule 144A
Securities were issued,  the Seller hereby certifies the following  facts:  Neither the Seller nor anyone acting on
its behalf  has  offered,  transferred,  pledged,  sold or  otherwise  disposed  of the Rule 144A  Securities,  any
interest in the Rule 144A  Securities or any other  similar  security to, or solicited any offer to buy or accept a
transfer,  pledge or other  disposition of the Rule 144A  Securities,  any interest in the Rule 144A  Securities or
any other similar  security from, or otherwise  approached or negotiated with respect to the Rule 144A  Securities,
any interest in the Rule 144A  Securities or any other similar  security  with,  any person in any manner,  or made
any general  solicitation by means of general  advertising or in any other manner, or taken any other action,  that
would  constitute a  distribution  of the Rule 144A  Securities  under the  Securities Act of 1933, as amended (the
"1933 Act"),  or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933
Act or require  registration  pursuant thereto, and that the Seller has not offered the Rule 144A Securities to any
person other than the Buyer or another "qualified institutional buyer" as defined in Rule 144A under the 1933 Act.

2.       The Buyer,  pursuant to Section 5.02 of the Pooling and Servicing  Agreement (the  "Agreement"),  dated as
of May 1, 2006 among  Residential  Funding  Corporation,  as master servicer (the "Master  Servicer"),  Residential
Asset Securities Corporation,  as depositor (the "Depositor"),  and U.S. Bank National Association, as trustee (the
"Trustee")  warrants and represents  to, and covenants  with,  the Seller,  the Trustee and the Master  Servicer as
follows:

a.       The Buyer  understands  that the Rule 144A Securities  have not been registered  under the 1933 Act or the
         securities laws of any state.

b.       The Buyer considers itself a substantial,  sophisticated  institutional investor having such knowledge and
         experience  in financial  and business  matters that it is capable of  evaluating  the merits and risks of
         investment in the Rule 144A Securities.

c.       The  Buyer  has been  furnished  with all  information  regarding  the Rule  144A  Securities  that it has
         requested from the Seller, the Trustee or the Servicer.

d.       Neither the Buyer nor anyone  acting on its behalf has offered,  transferred,  pledged,  sold or otherwise
         disposed of the Rule 144A  Securities,  any  interest  in the Rule 144A  Securities  or any other  similar
         security to, or solicited any offer to buy or accept a transfer,  pledge or other  disposition of the Rule
         144A  Securities,  any  interest  in the Rule 144A  Securities  or any other  similar  security  from,  or
         otherwise  approached or  negotiated  with respect to the Rule 144A  Securities,  any interest in the Rule
         144A  Securities  or any other  similar  security  with,  any person in any  manner,  or made any  general
         solicitation  by means of general  advertising  or in any other manner,  or taken any other  action,  that
         would  constitute a distribution of the Rule 144A  Securities  under the 1933 Act or that would render the
         disposition of the Rule 144A  Securities a violation of Section 5 of the 1933 Act or require  registration
         pursuant  thereto,  nor will it act, nor has it authorized or will it authorize any person to act, in such
         manner with respect to the Rule 144A Securities.

e.       The Buyer is a  "qualified  institutional  buyer" as that term is  defined in Rule 144A under the 1933 Act
         and has  completed  either of the forms of  certification  to that  effect  attached  hereto as Annex I or
         Annex II.  The Buyer is aware  that the sale to it is being made in  reliance  on Rule 144A.  The Buyer is
         acquiring the Rule 144A  Securities for its own account or the accounts of other  qualified  institutional
         buyers,  understands  that such Rule 144A Securities may be resold,  pledged or transferred  only (i) to a
         person  reasonably  believed to be a qualified  institutional  buyer that purchases for its own account or
         for the account of a  qualified  institutional  buyer to whom  notice is given that the resale,  pledge or
         transfer is being made in reliance on Rule 144A, or (ii) pursuant to another  exemption from  registration
         under the 1933 Act.

3.       The Buyer of Class SB Certificates or Class R Certificates

a.       is not an  employee  benefit  plan or other  plan or  arrangement  subject to the  prohibited  transaction
         provisions of ERISA or Section 4975 of the Code, or any person  (including an insurance  company investing
         its general  account,  an  investment  manager,  a named  fiduciary  or a trustee of any such plan) who is
         using "plan assets" of any such plan to effect such acquisition; or

b.       has provided the Trustee,  the Depositor and the Master Servicer with the Opinion of Counsel  described in
         Section 5.02(e)(i) of the Agreement,  which shall be acceptable to and in form and substance  satisfactory
         to the  Trustee,  the  Depositor,  and the Master  Servicer to the effect that the  purchase or holding of
         this  Certificate is  permissible  under  applicable  law, will not constitute or result in any non-exempt
         prohibited  transaction  under Section 406 of ERISA or Section 4975 of the Code (or comparable  provisions
         of any subsequent  enactments),  and will not subject the Trustee,  the Depositor,  or the Master Servicer
         to any obligation or liability  (including  obligations or liabilities  under ERISA or Section 4975 of the
         Code) in addition to those  undertaken in the Agreement,  which Opinion of Counsel shall not be an expense
         of the Trustee, the Depositor or the Master Servicer.

4.       This  document  may be  executed  in one or more  counterparts  and by the  different  parties  hereto  on
separate  counterparts,  each of which,  when so executed,  shall be deemed to be an original;  such  counterparts,
together, shall constitute one and the same document.







         IN WITNESS WHEREOF, each of the parties has executed this document as of the date set forth below.

______________________________                               ______________________________
Print Name of Seller                                         Print Name of Purchaser

By:  ...................................................     By:  ...................................................
     Name:                                                        Name:
     Title:                                                       Title:

Taxpayer Identification:                                     Taxpayer Identification:

No......................................................     No......................................................

Date:...................................................     Date:...................................................







                                                                                               ANNEX I TO EXHIBIT N

                             QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

                              [For Buyers Other Than Registered Investment Companies]

         The undersigned  hereby  certifies as follows in connection  with the Rule 144A Investment  Representation
to which this Certification is attached:

1........As indicated below, the undersigned is the President,  Chief Financial  Officer,  Senior Vice President or
other executive officer of the Buyer.

2.       In connection  with purchases by the Buyer,  the Buyer is a "qualified  institutional  buyer" as that term
is  defined in Rule 144A  under the  Securities  Act of 1933  ("Rule  144A")  because  (i) the Buyer  owned  and/or
invested on a  discretionary  basis  $______________________  in  securities  (except for the  excluded  securities
referred  to below) as of the end of the  Buyer's  most  recent  fiscal  year  (such  amount  being  calculated  in
accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the category marked below.

         ___      Corporation,  etc. The Buyer is a corporation  (other than a bank,  savings and loan  association
                  or similar  institution),  Massachusetts  or similar business trust,  partnership,  or charitable
                  organization described in Section 501(c)(3) of the Internal Revenue Code.

         ___      Bank.  The Buyer (a) is a national bank or banking  institution  organized  under the laws of any
                  State,  territory or the District of Columbia,  the business of which is  substantially  confined
                  to banking and is supervised by the State or territorial  banking  commission or similar official
                  or is a foreign  bank or  equivalent  institution,  and (b) has an audited  net worth of at least
                  $25,000,000  as  demonstrated  in its  latest  annual  financial  statements,  a copy of which is
                  attached hereto.

         ___      Savings  and  Loan.  The  Buyer  (a)  is a  savings  and  loan  association,  building  and  loan
                  association,   cooperative  bank,  homestead   association  or  similar  institution,   which  is
                  supervised  and  examined  by a State  or  Federal  authority  having  supervision  over any such
                  institutions or is a foreign savings and loan  association or equivalent  institution and (b) has
                  an audited net worth of at least  $25,000,000  as  demonstrated  in its latest  annual  financial
                  statements.

         ___      Broker-Dealer.  The  Buyer  is a dealer  registered  pursuant  to  Section  15 of the  Securities
                  Exchange Act of 1934.

         ___      Insurance  Company.  The Buyer is an insurance  company  whose primary and  predominant  business
                  activity is the  writing of  insurance  or the  reinsuring  of risks  underwritten  by  insurance
                  companies  and  which is  subject  to  supervision  by the  insurance  commissioner  or a similar
                  official or agency of a State or territory or the District of Columbia.

         ___      State or Local Plan. The Buyer is a plan  established  and  maintained by a State,  its political
                  subdivisions,  or any agency or instrumentality of the State or its political  subdivisions,  for
                  the benefit of its employees.

         ___      Investment  Adviser.  The  Buyer  is  an  investment  adviser  registered  under  the  Investment
                  Advisers Act of 1940.

         ___      SBIC.  The Buyer is a Small  Business  Investment  Company  licensed by the U.S.  Small  Business
                  Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.

         ___      Business  Development  Company.  The  Buyer is a  business  development  company  as  defined  in
                  Section 202(a)(22) of the Investment Advisers Act of 1940.

         ___      Trust  Fund.  The  Buyer is a trust  fund  whose  trustee  is a bank or trust  company  and whose
                  participants  are  exclusively  (a) plans  established  and maintained by a State,  its political
                  subdivisions,  or any agency or instrumentality of the State or its political  subdivisions,  for
                  the benefit of its  employees,  or (b)  employee  benefit  plans within the meaning of Title I of
                  the Employee  Retirement  Income  Security Act of 1974,  but is not a trust fund that includes as
                  participants individual retirement accounts or H.R. 10 plans.

3.       The term  "securities"  as used herein does not include (i) securities of issuers that are affiliated with
the Buyer,  (ii) securities  that are part of an unsold  allotment to or subscription by the Buyer, if the Buyer is
a dealer,  (iii)  bank  deposit  notes and  certificates  of  deposit,  (iv) loan  participations,  (v)  repurchase
agreements,  (vi)  securities  owned but subject to a repurchase  agreement and (vii)  currency,  interest rate and
commodity swaps.

4.       For purposes of determining  the aggregate  amount of securities  owned and/or invested on a discretionary
basis by the  Buyer,  the  Buyer  used the cost of such  securities  to the Buyer  and did not  include  any of the
securities  referred to in the preceding  paragraph.  Further,  in determining such aggregate amount, the Buyer may
have included  securities  owned by  subsidiaries  of the Buyer,  but only if such  subsidiaries  are  consolidated
with the Buyer in its financial  statements  prepared in accordance with generally accepted  accounting  principles
and if the  investments of such  subsidiaries  are managed under the Buyer's  direction.  However,  such securities
were not included if the Buyer is a  majority-owned,  consolidated  subsidiary of another  enterprise and the Buyer
is not itself a reporting company under the Securities Exchange Act of 1934.

5.       The Buyer  acknowledges  that it is  familiar  with Rule 144A and  understands  that the  seller to it and
other  parties  related to the  Certificates  are relying and will continue to rely on the  statements  made herein
because one or more sales to the Buyer may be in reliance on Rule 144A.

____             ___          Will the Buyer be purchasing the Rule 144A
Yes              No           Securities for the Buyer's own account?
6.       If the answer to the foregoing  question is "no",  the Buyer agrees that, in connection  with any purchase
of securities  sold to the Buyer for the account of a third party  (including any separate  account) in reliance on
Rule  144A,  the Buyer  will only  purchase  for the  account  of a third  party  that at the time is a  "qualified
institutional  buyer"  within the  meaning of Rule 144A.  In  addition,  the Buyer  agrees  that the Buyer will not
purchase  securities  for a third party  unless the Buyer has  obtained a current  representation  letter from such
third  party or taken  other  appropriate  steps  contemplated  by Rule  144A to  conclude  that such  third  party
independently meets the definition of "qualified institutional buyer" set forth in Rule 144A.

7.       The Buyer  will  notify  each of the  parties to which this  certification  is made of any  changes in the
information  and  conclusions  herein.  Until such notice is given,  the Buyer's  purchase of Rule 144A  Securities
will constitute a reaffirmation of this certification as of the date of such purchase.



                                                     Print Name of Buyer


                                                     By:      .....................................................
                                                              Name:
                                                              Title:

                                                     Date:    .....................................................







                                                                                              ANNEX II TO EXHIBIT N

                             QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

                               [For Buyers That Are Registered Investment Companies]

         The undersigned  hereby  certifies as follows in connection  with the Rule 144A Investment  Representation
to which this Certification is attached:

8.       As indicated  below,  the undersigned is the President,  Chief Financial  Officer or Senior Vice President
of the Buyer or, if the Buyer is a "qualified  institutional  buyer" as that term is defined in Rule 144A under the
Securities  Act of 1933  ("Rule  144A")  because  Buyer is part of a Family of  Investment  Companies  (as  defined
below), is such an officer of the Adviser.

9.       In connection with purchases by Buyer,  the Buyer is a "qualified  institutional  buyer" as defined in SEC
Rule 144A because (i) the Buyer is an investment  company  registered under the Investment Company Act of 1940, and
(ii) as marked below, the Buyer alone, or the Buyer's Family of Investment  Companies,  owned at least $100,000,000
in  securities  (other than the  excluded  securities  referred to below) as of the end of the Buyer's  most recent
fiscal year.  For purposes of  determining  the amount of  securities  owned by the Buyer or the Buyer's  Family of
Investment Companies, the cost of such securities was used.

         ____     The Buyer owned  $___________________  in securities (other than the excluded securities referred
                  to below) as of the end of the Buyer's most recent  fiscal year (such amount being  calculated in
                  accordance with Rule 144A).

         ____     The  Buyer  is  part  of  a  Family  of  Investment   Companies  which  owned  in  the  aggregate
                  $______________  in securities (other than the excluded  securities  referred to below) as of the
                  end of the Buyer's most recent  fiscal year (such  amount being  calculated  in  accordance  with
                  Rule 144A).

10.      The term  "Family  of  Investment  Companies"  as used  herein  means  two or more  registered  investment
companies (or series  thereof) that have the same  investment  adviser or investment  advisers that are  affiliated
(by  virtue of being  majority  owned  subsidiaries  of the same  parent or  because  one  investment  adviser is a
majority owned subsidiary of the other).

11.      The term  "securities"  as used herein does not include (i) securities of issuers that are affiliated with
the Buyer or are part of the Buyer's Family of Investment  Companies,  (ii) bank deposit notes and  certificates of
deposit, (iii) loan participations,  (iv) repurchase  agreements,  (v) securities owned but subject to a repurchase
agreement and (vi) currency, interest rate and commodity swaps.

12.      The  Buyer  is  familiar  with  Rule  144A  and  understands  that  each  of the  parties  to  which  this
certification  is made are relying  and will  continue to rely on the  statements  made herein  because one or more
sales to the Buyer will be in reliance on Rule 144A.  In  addition,  the Buyer will only  purchase  for the Buyer's
own account.

13.      The  undersigned  will notify each of the  parties to which this  certification  is made of any changes in
the  information  and  conclusions  herein.  Until such notice,  the Buyer's  purchase of Rule 144A Securities will
constitute a reaffirmation of this certification by the undersigned as of the date of such purchase.





                                                     Print Name of Buyer


                                                     By:      .....................................................
                                                              Name:
                                                              Title:

                                                     IF AN ADVISER:



                                                     Print Name of Buyer

                                                     Date:    .....................................................







                                                                                                          EXHIBIT O

                                                    [RESERVED]







                                                                                                          EXHIBIT P


                                        FORM OF ERISA REPRESENTATION LETTER



                                                                                                   __________, 20__



Residential Asset Securities Corporation
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437

U.S. Bank National Association
EP-MN-WS3D
60 Livingston Avenue
St. Paul, MN 55107
Attn: Structured Finance/RASC 2006-EMX4

Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437

Re:      Home Equity Mortgage Asset-Backed Pass-Through Certificates,
         Series 2006-EMX4, Class SB

Ladies and Gentlemen:

         [____________________________________]      (the     "Purchaser")     intends     to     purchase     from
[______________________________]  (the "Seller")  $[____________]  Initial  Certificate  Principal  Balance of Home
Equity Mortgage Asset-Backed Pass-Through Certificates,  Series 2006-EMX4, Class ____ (the "Certificates"),  issued
pursuant to the Pooling and Servicing  Agreement (the "Pooling and Servicing  Agreement"),  dated as of May 1, 2006
among  Residential  Asset  Securities  Corporation,  as  the  depositor  (the  "Depositor"),   Residential  Funding
Corporation,  as master  servicer  (the "Master  Servicer")  and U.S. Bank  National  Association,  as trustee (the
"Trustee").  All terms used herein and not  otherwise  defined shall have the meanings set forth in the Pooling and
Servicing  Agreement.  The  Purchaser  hereby  certifies,  represents  and warrants  to, and  covenants  with,  the
Depositor, the Trustee and the Master Servicer that:

                  (a)      The Purchaser is not an employee  benefit plan or other plan or  arrangement  subject to
         the prohibited  transaction  provisions of the Employee Retirement Income Security Act of 1974, as amended
         ("ERISA"),  or Section 4975 of the Internal  Revenue Code of 1986, as amended (the "Code"),  or any person
         (including an insurance company investing its general account,  an investment  manager,  a named fiduciary
         or a trustee of any such plan) who is using  "plan  assets"  of any such plan to effect  such  acquisition
         (each of the foregoing, a "Plan Investor"); or

                  (b)      The Purchaser has provided the Trustee,  the Depositor and the Master  Servicer with the
         Opinion of Counsel described in Section  5.02(e)(i) of the Agreement,  which shall be acceptable to and in
         form and substance  satisfactory to the Trustee,  the Depositor and the Master Servicer to the effect that
         the purchase or holding of  Certificates  is  permissible  under  applicable  law, will not  constitute or
         result in any  non-exempt  prohibited  transaction  under Section 406 of ERISA or Section 4975 of the Code
         (or comparable provisions of any subsequent  enactments),  and will not subject the Trustee, the Depositor
         or the Master Servicer to any obligation or liability  (including  obligations or liabilities  under ERISA
         or Section  4975 of the Code) in addition to those  undertaken  in the  Pooling and  Servicing  Agreement,
         which  Opinion  of  Counsel  shall not be at the  expense  of the  Trustee,  the  Depositor  or the Master
         Servicer.

         In  addition,  the  Purchaser  hereby  certifies,  represents  and warrants to, and  covenants  with,  the
Depositor,  the Trustee and the Master Servicer that the Purchaser will not transfer such  Certificates to any Plan
Investor  or person  unless  such Plan  Investor or person  meets the  requirements  set forth in either (a) or (b)
above.


                                                     Very truly yours,



                                                     _______________________________________
                                                     (Purchaser)



                                                     By: ____________________________________
                                                     Name: __________________________________
                                                     Title: ___________________________________






                                                                                                          EXHIBIT Q

                                                    [RESERVED]







                                                                                                          EXHIBIT R

                                               ASSIGNMENT AGREEMENT

                                            [ON FILE WITH THE TRUSTEE]







                                                                                                          EXHIBIT S

                          SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

         The assessment of compliance to be delivered by the Trustee shall address, at a minimum, the criteria
identified as below as "Applicable Servicing Criteria":

------------------------------------------------------------------------------------------ ----------------------
                                                                                           APPLICABLE SERVICING
                                   SERVICING CRITERIA                                            CRITERIA
------------------------------------------------------------------------------------------ ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
     REFERENCE                                     CRITERIA
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
                                       GENERAL SERVICING CONSIDERATIONS
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(i)        Policies and procedures are instituted to monitor any performance
                     or other triggers and events of default in accordance with the
                     transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(ii)       If any material servicing activities are outsourced to third
                     parties, policies and procedures are instituted to monitor the
                     third party's performance and compliance with such servicing
                     activities.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(iii)      Any requirements in the transaction agreements to maintain a
                     back-up servicer for the pool assets are maintained.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(iv)       A fidelity bond and errors and omissions policy is in effect on the
                     party participating in the servicing function throughout the
                     reporting period in the amount of coverage required by and
                     otherwise in accordance with the terms of the transaction
                     agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
                                      CASH COLLECTION AND ADMINISTRATION
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(i)        Payments on pool assets are deposited into the appropriate             |X| (as to accounts
                     custodial bank accounts and related bank clearing accounts no more
                     than two business days following receipt, or such other number of
                     days specified in the transaction agreements.                           held by Trustee)
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(ii)       Disbursements made via wire transfer on behalf of an obligor or to    |X| (as to investors
                     an investor are made only by authorized personnel.                            only)
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(iii)      Advances of funds or guarantees regarding collections, cash flows
                     or distributions, and any interest or other fees charged for such
                     advances, are made, reviewed and approved as specified in the
                     transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
                     The related accounts for the transaction, such as cash reserve
                     accounts or accounts established as a form of
                     overcollateralization, are separately maintained (e.g., with           |X| (as to accounts
                     respect to commingling of cash) as set forth in the transaction         held by Trustee)
1122(d)(2)(iv)       agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(v)        Each custodial account is maintained at a federally insured
                     depository institution as set forth in the transaction agreements.
                     For purposes of this criterion, "federally insured depository
                     institution" with respect to a foreign financial institution means
                     a foreign financial institution that meets the requirements of Rule
                     13k-1(b)(1) of the Securities Exchange Act.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(vi)       Unissued checks are safeguarded so as to prevent unauthorized
                     access.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(vii)      Reconciliations are prepared on a monthly basis for all
                     asset-backed securities related bank accounts, including custodial
                     accounts and related bank clearing accounts. These reconciliations
                     are (A) mathematically accurate; (B) prepared within 30 calendar
                     days after the bank statement cutoff date, or such other number of
                     days specified in the transaction agreements; (C) reviewed and
                     approved by someone other than the person who prepared the
                     reconciliation; and (D) contain explanations for reconciling items.
                     These reconciling items are resolved within 90 calendar days of
                     their original identification, or such other number of days
                     specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
                                      INVESTOR REMITTANCES AND REPORTING
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(3)(i)        Reports to investors, including those to be filed with the
                     Commission, are maintained in accordance with the transaction
                     agreements and applicable Commission requirements. Specifically,
                     such reports (A) are prepared in accordance with timeframes and
                     other terms set forth in the transaction agreements; (B) provide
                     information calculated in accordance with the terms specified in
                     the transaction agreements; (C) are filed with the Commission as
                     required by its rules and regulations; and (D) agree with
                     investors' or the trustee's records as to the total unpaid
                     principal balance and number of pool assets serviced by the
                     servicer.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(3)(ii)       Amounts due to investors are allocated and remitted in accordance              |X|
                     with timeframes, distribution priority and other terms set forth in
                     the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
                     Disbursements made to an investor are posted within two business
                     days to the servicer's investor records, or such other number of               |X|
1122(d)(3)(iii)      days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
                     Amounts remitted to investors per the investor reports agree with
                     cancelled checks, or other form of payment, or custodial bank                  |X|
1122(d)(3)(iv)       statements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
                                          POOL ASSET ADMINISTRATION
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(i)        Collateral or security on pool assets is maintained as required by
                     the transaction agreements or related asset pool documents.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
                     Pool assets and related documents are safeguarded as required by
1122(d)(4)(ii)       the transaction agreements
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(iii)      Any additions, removals or substitutions to the asset pool are
                     made, reviewed and approved in accordance with any conditions or
                     requirements in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(iv)       Payments on pool assets, including any payoffs, made in accordance
                     with the related pool asset documents are posted to the servicer's
                     obligor records maintained no more than two business days after
                     receipt, or such other number of days specified in the transaction
                     agreements, and allocated to principal, interest or other items
                     (e.g., escrow) in accordance with the related pool asset documents.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(v)        The servicer's records regarding the pool assets agree with the
                     servicer's records with respect to an obligor's unpaid principal
                     balance.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(vi)       Changes with respect to the terms or status of an obligor's pool
                     asset  (e.g., loan modifications or re-agings) are made, reviewed
                     and approved by authorized personnel in accordance with the
                     transaction agreements and related pool asset documents.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(vii)      Loss mitigation or recovery actions (e.g., forbearance plans,
                     modifications and deeds in lieu of foreclosure, foreclosures and
                     repossessions, as applicable) are initiated, conducted and
                     concluded in accordance with the timeframes or other requirements
                     established by the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(viii)     Records documenting collection efforts are maintained during the
                     period a pool asset is delinquent in accordance with the
                     transaction agreements. Such records are maintained on at least a
                     monthly basis, or such other period specified in the transaction
                     agreements, and describe the entity's activities in monitoring
                     delinquent pool assets including, for example, phone calls, letters
                     and payment rescheduling plans in cases where delinquency is deemed
                     temporary (e.g., illness or unemployment).
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(ix)       Adjustments to interest rates or rates of return for pool assets
                     with variable rates are computed based on the related pool asset
                     documents.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(x)        Regarding any funds held in trust for an obligor (such as escrow
                     accounts): (A) such funds are analyzed, in accordance with the
                     obligor's pool asset documents, on at least an annual basis, or
                     such other period specified in the transaction agreements; (B)
                     interest on such funds is paid, or credited, to obligors in
                     accordance with applicable pool asset documents and state laws; and
                     (C) such funds are returned to the obligor within 30 calendar days
                     of full repayment of the related pool asset, or such other number
                     of days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(xi)       Payments made on behalf of an obligor (such as tax or insurance
                     payments) are made on or before the related penalty or expiration
                     dates, as indicated on the appropriate bills or notices for such
                     payments, provided that such support has been received by the
                     servicer at least 30 calendar days prior to these dates, or such
                     other number of days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(xii)      Any late payment penalties in connection with any payment to be
                     made on behalf of an obligor are paid from the servicer's funds and
                     not charged to the obligor, unless the late payment was due to the
                     obligor's error or omission.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
                     Disbursements made on behalf of an obligor are posted within two
                     business days to the obligor's records maintained by the servicer,
                     or such other number of days specified in the transaction
1122(d)(4)(xiii)     agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(xiv)      Delinquencies, charge-offs and uncollectible accounts are
                     recognized and recorded in accordance with the transaction
                     agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
                     Any external enhancement or other support, identified in Item
                     1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained            |X|
1122(d)(4)(xv)       as set forth in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------

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









                                                                                                        EXHIBIT T-1

                                          FORM OF FORM 10-K CERTIFICATION


         I, [identify the certifying individual], certify that:

1.       I have  reviewed the annual  report on Form 10-K for the fiscal year  [____],  and all reports on Form 8-K
containing  distribution  or  servicing  reports  filed in respect of periods  included in the year covered by that
annual report,  of the trust (the "Trust") created pursuant to the Pooling and Servicing  Agreement dated as of May
1, 2006 (the "P&S Agreement")  among  Residential  Asset  Securities  Corporation  (the  "Depositor"),  Residential
Funding Corporation (the "Master Servicer") and U.S. Bank National Association (the "Trustee");

2.       Based on my knowledge,  the  information in these reports,  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 this annual report;

3.       Based on my  knowledge,  the  servicing  information  required to be provided to the Trustee by the Master
Servicer under the P&S Agreement for inclusion in these reports is included in these reports;

4.       I am  responsible  for reviewing the activities  performed by the Master  Servicer under the P&S Agreement
and based upon my knowledge and the annual  compliance  review  required  under the P&S Agreement,  and,  except as
disclosed in the reports, the Master Servicer has fulfilled its obligations under the P&S Agreement; and

5.       The reports disclose all significant  deficiencies  relating to the Master Servicer's  compliance with the
minimum servicing  standards based upon the report provided by an independent public  accountant,  after conducting
a review in compliance  with the Uniform Single  Attestation  Program for Mortgage  Bankers as set forth in the P&S
Agreement, that is included in these reports.

         In giving the  certifications  above, I have reasonably  relied on the  information  provided to me by the
following unaffiliated parties:  [the Trustee].

         IN WITNESS WHEREOF, I have duly executed this certificate as of _________, 20__.



                                                                       ____________________________
                                                                       Name:
                                                                       Title:


* to be signed by the senior officer in charge of the servicing functions of the Master Servicer






                                                                                                        EXHIBIT T-2

                              FORM OF BACK-UP CERTIFICATE TO FORM 10-K CERTIFICATION


         The undersigned, a Responsible Officer of [______________] (the "Trustee") certifies that:

1.       The Trustee has  performed all of the duties  specifically  required to be performed by it pursuant to the
         provisions of the Pooling and Servicing  Agreement dated as of May 1, 2006 (the  "Agreement") by and among
         Residential  Asset  Securities  Corporation,  as depositor,  Residential  Funding  Corporation,  as master
         servicer, and the Trustee in accordance with the standards set forth therein.

2.       Based on my knowledge,  the list of  Certificateholders as shown on the Certificate Register as of the end
         of each calendar year that is provided by the Trustee pursuant to  Section 4.03(e)(I)  of the Agreement is
         accurate as of the last day of the 20[  ] calendar year.

         Capitalized terms used and not defined herein shall have the meanings given such terms in the Agreement.

         IN WITNESS WHEREOF, I have duly executed this certificate as of _________, 20__.



                                                                       ____________________________
                                                                       Name:
                                                                       Title:







                                                                                                          EXHIBIT U

 INFORMATION TO BE PROVIDED BY THE MASTER SERVICER TO THE RATING AGENCIES RELATING TO REPORTABLE MODIFIED MORTGAGE
                                                       LOANS

Account number
Transaction Identifier
Unpaid Principal Balance prior to Modification
Next Due Date
Monthly Principal and Interest Payment
Total Servicing Advances
Current Interest Rate
Original Maturity Date
Original Term to Maturity (Months)
Remaining Term to Maturity (Months)
Trial Modification Indicator
Mortgagor Equity Contribution
Total Servicer Advances
Trial Modification Term (Months)
Trial Modification Start Date
Trial Modification End Date
Trial Modification Period Principal and Interest Payment
Trial Modification Interest Rate
Trial Modification Term
Rate Reduction Indicator
Interest Rate Post Modification
Rate Reduction Start Date
Rate Reduction End Date
Rate Reduction Term
Term Modified Indicator
Modified Amortization Period
Modified Final Maturity Date
Total Advances Written Off
Unpaid Principal Balance Written Off
Other Past Due Amounts Written Off
Write Off Date
Unpaid Principal Balance Post Write Off
Capitalization Indicator
Mortgagor Contribution
Total Capitalized Amount
Modification Close Date
Unpaid Principal Balance Post Capitalization Modification
Next Payment Due Date per Modification Plan
Principal and Interest Payment Post Modification
Interest Rate Post Modification
Payment Made Post Capitalization
Delinquency Status to Modification Plan
RASC Series 2006-EMX4 Trust 8-K
