                                                                                EXECUTION COPY


                              RESIDENTIAL ACCREDIT LOANS, INC.,

                                           Company,

                              RESIDENTIAL FUNDING COMPANY, LLC,

                                       Master Servicer,

                                             and

                            DEUTSCHE BANK TRUST COMPANY AMERICAS,

                       Trustee and Supplemental Interest Trust Trustee

                                      SERIES SUPPLEMENT,

                                   Dated as of May 1, 2007

                                              TO

                                      STANDARD TERMS OF
                               POOLING AND SERVICING AGREEMENT
                                   dated as of May 1, 2007

                       Mortgage Asset-Backed Pass-Through Certificates

                                       SERIES 2007-QA4












                                       TABLE OF CONTENTS
                                                                                         PAGE


ARTICLE I DEFINITIONS.......................................................................1

        SECTION 1.01.     DEFINITIONS.......................................................1

        SECTION 1.02.     DETERMINATION OF LIBOR............................................1

        SECTION 1.03.     USE OF WORDS AND PHRASES..........................................1

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES..................1

        SECTION 2.01.     CONVEYANCE OF MORTGAGE LOANS......................................1

        SECTION 2.02.     ACCEPTANCE BY TRUSTEE.............................................1

        SECTION 2.03.     REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE MASTER
                          SERVICER AND THE COMPANY..........................................1

        SECTION 2.04.     REPRESENTATIONS AND WARRANTIES OF SELLERS.........................1

        SECTION 2.05.     EXECUTION AND AUTHENTICATION OF CERTIFICATES/ISSUANCE OF
                          CERTIFICATES EVIDENCING INTERESTS IN REMICS.......................1

        SECTION 2.06.     CONVEYANCE OF UNCERTIFICATED REMIC REGULAR INTERESTS;
                          ACCEPTANCE BY THE TRUSTEE.........................................1

        SECTION 2.07.     ISSUANCE OF CERTIFICATES EVIDENCING INTEREST IN REMIC III
                          AND REMIC IV......................................................1

        SECTION 2.08.     PURPOSES AND POWERS OF THE TRUST..................................1

        SECTION 2.09.     AGREEMENT REGARDING ABILITY TO DISCLOSE...........................1

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS..................................1

        SECTION 3.01.     MASTER SERVICER TO ACT AS SERVICER................................1

        SECTION 3.02.     SUBSERVICING AGREEMENTS BETWEEN MASTER SERVICER AND
                          SUBSERVICERS; ENFORCEMENT OF SUBSERVICERS' AND SELLERS'
                          OBLIGATIONS.......................................................1

        SECTION 3.03.     SUCCESSOR SUBSERVICERS............................................1

        SECTION 3.04.     LIABILITY OF THE MASTER SERVICER..................................1

        SECTION 3.05.     NO CONTRACTUAL RELATIONSHIP BETWEEN SUBSERVICER AND TRUSTEE
                          OR CERTIFICATEHOLDERS.............................................1

        SECTION 3.06.     ASSUMPTION OR TERMINATION OF SUBSERVICING AGREEMENTS BY
                          TRUSTEE...........................................................1

        SECTION 3.07.     COLLECTION OF CERTAIN MORTGAGE LOAN PAYMENTS; DEPOSIT TO
                          CUSTODIAL ACCOUNT.................................................1

        SECTION 3.08.     SUBSERVICING ACCOUNTS; SERVICING ACCOUNTS.........................1

        SECTION 3.09.     ACCESS TO CERTAIN DOCUMENTATION AND  INFORMATION REGARDING
                          THE MORTGAGE LOANS................................................1

        SECTION 3.10.     PERMITTED WITHDRAWALS FROM THE CUSTODIAL ACCOUNT..................1

        SECTION 3.11.     MAINTENANCE OF THE PRIMARY INSURANCE  POLICIES; COLLECTIONS
                          THEREUNDER........................................................1

        SECTION 3.12.     MAINTENANCE OF FIRE INSURANCE AND OMISSIONS AND FIDELITY
                          COVERAGE..........................................................1

        SECTION 3.13.     ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AND
                          MODIFICATION AGREEMENTS; CERTAIN ASSIGNMENTS......................1

        SECTION 3.14.     REALIZATION UPON DEFAULTED MORTGAGE LOANS.........................1

        SECTION 3.15.     TRUSTEE TO COOPERATE; RELEASE OF CUSTODIAL FILES..................1

        SECTION 3.16.     SERVICING AND OTHER COMPENSATION; COMPENSATING INTEREST...........1

        SECTION 3.17.     REPORTS TO THE TRUSTEE AND THE COMPANY............................1

        SECTION 3.18.     ANNUAL STATEMENT AS TO COMPLIANCE.................................1

        SECTION 3.19.     ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT...........1

        SECTION 3.20.     RIGHTS OF THE COMPANY IN RESPECT OF THE MASTER SERVICER...........1

        SECTION 3.21.     ADMINISTRATION OF BUYDOWN FUNDS...................................1

        SECTION 3.22.     ADVANCE FACILITY..................................................1

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS...................................................1

        SECTION 4.01.     CERTIFICATE ACCOUNT...............................................1

        SECTION 4.02.     DISTRIBUTIONS.....................................................1

        SECTION 4.03.     STATEMENTS TO CERTIFICATEHOLDERS; STATEMENTS TO THE RATING
                          AGENCIES; EXCHANGE ACT REPORTING..................................1

        SECTION 4.04.     DISTRIBUTION OF REPORTS TO THE TRUSTEE AND THE COMPANY;
                          ADVANCES BY THE MASTER SERVICER...................................1

        SECTION 4.05.     ALLOCATION OF REALIZED LOSSES.....................................1

        SECTION 4.06.     REPORTS OF FORECLOSURES AND ABANDONMENT OF MORTGAGED
                          PROPERTY..........................................................1

        SECTION 4.07.     OPTIONAL PURCHASE OF DEFAULTED MORTGAGE LOANS.....................1

        SECTION 4.08.     SURETY BOND.......................................................1

        SECTION 4.09.     CERTIFICATE SWAP AGREEMENT........................................1

        SECTION 4.10.     CERTIFICATE SWAP AGREEMENT COLLATERAL ACCOUNT.....................1

        SECTION 4.11.     CLASS A-1-A SWAP AGREEMENT........................................1

        SECTION 4.12.     CLASS A-1-A SWAP AGREEMENT COLLATERAL ACCOUNT.....................1

ARTICLE V THE CERTIFICATES..................................................................1

        SECTION 5.01.     THE CERTIFICATES..................................................1

        SECTION 5.02.     REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.............1

        SECTION 5.03.     MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.................1

        SECTION 5.04.     PERSONS DEEMED OWNERS.............................................1

        SECTION 5.05.     APPOINTMENT OF PAYING AGENT.......................................1

        SECTION 5.06.     U.S.A. PATRIOT ACT COMPLIANCE.....................................1

ARTICLE VI THE COMPANY AND THE MASTER SERVICER..............................................1

ARTICLE VII DEFAULT.........................................................................1

ARTICLE VIII CONCERNING THE TRUSTEE AND SUPPLEMENTAL INTEREST TRUST TRUSTEE.................1

        SECTION 8.01.     DUTIES OF THE TRUSTEE AND SUPPLEMENTAL INTEREST TRUST
                          TRUSTEE...........................................................1

        SECTION 8.02.     CERTAIN MATTERS AFFECTING THE TRUSTEE AND SUPPLEMENTAL
                          INTEREST TRUST TRUSTEE............................................1

        SECTION 8.03.     TRUSTEE AND SUPPLEMENTAL INTEREST TRUST TRUSTEE NOT LIABLE
                          FOR CERTIFICATES OR MORTGAGE LOANS................................1

        SECTION 8.04.     TRUSTEE AND SUPPLEMENTAL INTEREST TRUST TRUSTEE MAY OWN
                          CERTIFICATES......................................................1

        SECTION 8.05.     MASTER SERVICER TO PAY TRUSTEE'S AND SUPPLEMENTAL INTEREST
                          TRUST TRUSTEE'S FEES AND EXPENSES; INDEMNIFICATION................1

        SECTION 8.06.     ELIGIBILITY REQUIREMENTS FOR TRUSTEE..............................1

        SECTION 8.07.     RESIGNATION AND REMOVAL OF THE TRUSTEE AND SUPPLEMENTAL
                          INTEREST TRUST TRUSTEE............................................1

        SECTION 8.08.     SUCCESSOR TRUSTEE AND SUCCESSOR SUPPLEMENTAL INTEREST TRUST
                          TRUSTEE...........................................................1

        SECTION 8.09.     MERGER OR CONSOLIDATION OF TRUSTEE................................1

        SECTION 8.10.     APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.....................1

        SECTION 8.11.     APPOINTMENT OF CUSTODIANS.........................................1

        SECTION 8.12.     APPOINTMENT OF OFFICE OR AGENCY...................................1

        SECTION 8.13.     SWAP AGREEMENTS...................................................1

ARTICLE IX TERMINATION......................................................................1

        SECTION 9.01.     OPTIONAL PURCHASE BY THE MASTER SERVICER OF ALL
                          CERTIFICATES; TERMINATION UPON PURCHASE BY THE MASTER
                          SERVICER OR LIQUIDATION OF ALL MORTGAGE LOANS.....................1

ARTICLE X REMIC PROVISIONS..................................................................1

        SECTION 10.01.    REMIC ADMINISTRATION..............................................1

        SECTION 10.02.    MASTER SERVICER; REMIC ADMINISTRATOR AND TRUSTEE
                          INDEMNIFICATION...................................................1

        SECTION 10.03.    DESIGNATION OF REMICS.............................................1

        SECTION 10.04.    DISTRIBUTIONS ON THE UNCERTIFICATED REMIC REGULAR INTERESTS.......1

        SECTION 10.05.    COMPLIANCE WITH WITHHOLDING REQUIREMENTS..........................1

        SECTION 10.06.    SUPPLEMENTAL INTEREST TRUST PROVISIONS............................1

ARTICLE XI MISCELLANEOUS PROVISIONS.........................................................1

        SECTION 11.01.    AMENDMENT.........................................................1

        SECTION 11.02.    RECORDATION OF AGREEMENT; COUNTERPARTS............................1

        SECTION 11.03.    LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS........................1

        SECTION 11.04.    GOVERNING LAW.....................................................1

        SECTION 11.05.    NOTICES...........................................................1

        SECTION 11.06.    REQUIRED NOTICES TO RATING AGENCY AND SUBSERVICER.................1

        SECTION 11.07.    SEVERABILITY OF PROVISIONS........................................1

        SECTION 11.08.    SUPPLEMENTAL PROVISIONS FOR RESECURITIZATION......................1

        SECTION 11.09.    ALLOCATION OF VOTING RIGHTS.......................................1

        SECTION 11.10.    NO PETITION.......................................................1

ARTICLE XII  COMPLIANCE WITH REGULATION AB..................................................1







                                           EXHIBITS


        Exhibit One:         Mortgage Loan Schedule

        Exhibit Two:         Information   to  be  Included  in  Monthly   Distribution   Date
                             Statement

        Exhibit Three:       Standard  Terms of Pooling and Servicing  Agreement,  dated as of
                             May 1, 2007

        Exhibit Four-A:      Certificate Swap Agreement

        Exhibit Four-B:      Class A-1-A Swap Agreement

        Exhibit Five-A:      SB-AM Swap Agreement

        Exhibit Five-B:      SB-A1A Swap Agreement

        Exhibit Six:         Form Of Class SB Certificate Transferor Certificate
                             (Regulation S To Rule 144A)

        Exhibit Seven:       Form Of Class SB Certificate Transferor Certificate
                             (Rule 144A To Regulation S)

        Exhibit Eight:       Form Of Class SB Certificate Transferee Certificate











        This is a Series  Supplement,  dated as of May 1, 2007 (the "Series  Supplement"),  to
the Standard  Terms of Pooling and Servicing  Agreement,  dated as of May 1, 2007 and attached
as Exhibit Three hereto (the "Standard Terms" and, together with this Series  Supplement,  the
"Pooling and Servicing  Agreement" or "Agreement"),  among RESIDENTIAL  ACCREDIT LOANS,  INC.,
as  the  company  (together  with  its  permitted  successors  and  assigns,  the  "Company"),
RESIDENTIAL FUNDING COMPANY,  LLC, as master servicer (together with its permitted  successors
and assigns,  the "Master  Servicer"),  and DEUTSCHE BANK TRUST COMPANY  AMERICAS,  as trustee
and supplemental  interest trust trustee (together with its permitted  successors and assigns,
the "Trustee" and the "Supplemental Interest Trust Trustee," respectively).

                                    PRELIMINARY STATEMENT:

        The  Company  intends  to  sell  mortgage   asset-backed   pass-through   certificates
(collectively,  the "Certificates"),  to be issued hereunder in multiple classes, which in the
aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans.

        The terms and  provisions of the Standard Terms are hereby  incorporated  by reference
herein as though set forth in full  herein.  If any term or provision  contained  herein shall
conflict with or be  inconsistent  with any  provision  contained in the Standard  Terms,  the
terms and  provisions  of this Series  Supplement  shall  govern.  All  capitalized  terms not
otherwise  defined  herein  shall  have the  meanings  set forth in the  Standard  Terms.  The
Pooling and Servicing Agreement shall be dated as of the date of this Series Supplement.

                                           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  Certificate  Supplemental  Interest Trust  Account,  the  Certificate  Swap
Agreement,  the Class A-1-A  Supplemental  Trust Account and the Swap  Agreements)  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-1  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.  Component I of the Class R-1  Certificates  will not bear interest or have a Certificate
Principal  Balance.  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
     DESIGNATION              PASS-THROUGH RATE                    PRINCIPAL BALANCE
         I-1-A                   Variable(1)                        $3,979,710.065
         I-2-A                   Variable(1)                        $3,910,877.055
         I-3-A                   Variable(1)                        $3,840,673.550
         I-4-A                   Variable(1)                        $3,769,230.425
         I-5-A                   Variable(1)                        $3,696,367.830
         I-6-A                   Variable(1)                        $3,622,939.150
         I-7-A                   Variable(1)                        $3,553,168.210
         I-8-A                   Variable(1)                        $3,477,705.235
         I-9-A                   Variable(1)                        $3,401,087.550
        I-10-A                   Variable(1)                        $3,323,596.815
        I-11-A                   Variable(1)                        $3,246,019.475
        I-12-A                   Variable(1)                        $3,167,717.505
        I-13-A                   Variable(1)                        $3,136,708.565
        I-14-A                   Variable(1)                        $3,055,098.945
        I-15-A                   Variable(1)                        $2,969,397.095
        I-16-A                   Variable(1)                        $2,883,562.985
        I-17-A                   Variable(1)                        $2,796,156.835
        I-18-A                   Variable(1)                        $2,709,878.710
        I-19-A                   Variable(1)                        $2,624,421.665
        I-20-A                   Variable(1)                        $2,531,951.365
        I-21-A                   Variable(1)                        $2,442,355.545
        I-22-A                   Variable(1)                        $2,350,889.805
        I-23-A                   Variable(1)                        $2,262,975.810
        I-24-A                   Variable(1)                        $2,177,732.430
        I-25-A                   Variable(1)                        $2,148,451.960
        I-26-A                   Variable(1)                        $2,067,246.590
        I-27-A                   Variable(1)                        $1,989,769.605
        I-28-A                   Variable(1)                        $1,913,659.330
        I-29-A                   Variable(1)                        $1,840,668.710
        I-30-A                   Variable(1)                        $1,769,482.215
        I-31-A                   Variable(1)                        $1,698,344.065
        I-32-A                   Variable(1)                        $1,628,026.620
        I-33-A                   Variable(1)                        $1,550,253.285
        I-34-A                   Variable(1)                        $1,482,227.970
        I-35-A                   Variable(1)                        $1,412,351.580
        I-36-A                   Variable(1)                        $1,350,231.730
        I-37-A                   Variable(1)                        $1,007,385.745
        I-38-A                   Variable(1)                        $1,417,365.540
        I-39-A                   Variable(1)                        $1,344,549.680
        I-40-A                   Variable(1)                        $1,279,263.015
        I-41-A                   Variable(1)                        $1,212,244.045
        I-42-A                   Variable(1)                        $1,153,631.995
        I-43-A                   Variable(1)                        $1,093,363.255
        I-44-A                   Variable(1)                        $1,035,380.835
        I-45-A                   Variable(1)                         $977,398.620
        I-46-A                   Variable(1)                         $921,524.385
        I-47-A                   Variable(1)                         $872,715.365
        I-48-A                   Variable(1)                         $824,152.415
        I-49-A                   Variable(1)                         $782,197.560
        I-50-A                   Variable(1)                         $736,399.340
        I-51-A                   Variable(1)                         $695,004.750
        I-52-A                   Variable(1)                         $655,945.820
        I-53-A                   Variable(1)                         $619,045.820
        I-54-A                   Variable(1)                         $590,043.130
        I-55-A                   Variable(1)                         $559,333.040
        I-56-A                   Variable(1)                         $530,399.350
        I-57-A                   Variable(1)                         $500,287.795
        I-58-A                   Variable(1)                         $460,191.620
        I-59-A                   Variable(1)                         $425,319.360
        I-60-A                   Variable(1)                         $390,504.855
        I-61-A                   Variable(1)                         $358,305.135
        I-62-A                   Variable(1)                         $331,954.715
        I-63-A                   Variable(1)                         $309,832.630
        I-64-A                   Variable(1)                         $290,679.605
        I-65-A                   Variable(1)                         $272,091.045
        I-66-A                   Variable(1)                         $254,233.920
        I-67-A                   Variable(1)                         $238,847.575
        I-68-A                   Variable(1)                         $223,226.835
        I-69-A                   Variable(1)                         $208,817.190
        I-70-A                   Variable(1)                         $195,387.720
        I-71-A                   Variable(1)                         $174,605.595
        I-72-A                   Variable(1)                         $169,846.320
        I-73-A                   Variable(1)                         $153,345.075
        I-74-A                   Variable(1)                         $145,288.460
        I-75-A                   Variable(1)                         $137,491.930
        I-76-A                   Variable(1)                         $129,280.965
        I-77-A                   Variable(1)                         $117,875.145
        I-78-A                   Variable(1)                         $110,338.095
        I-79-A                   Variable(1)                         $104,763.295
        I-80-A                   Variable(1)                         $99,855.765
        I-81-A                   Variable(1)                         $95,018.375
        I-82-A                   Variable(1)                         $89,981.770
        I-83-A                   Variable(1)                         $82,781.640
        I-84-A                   Variable(1)                        $1,504,067.585
         I-1-B                   Variable(1)                        3,979,710.065
         I-2-B                   Variable(1)                        3,910,877.055
         I-3-B                   Variable(1)                        3,840,673.550
         I-4-B                   Variable(1)                        $3,769,230.425
         I-5-B                   Variable(1)                        $3,696,367.830
         I-6-B                   Variable(1)                        $3,622,939.150
         I-7-B                   Variable(1)                        $3,553,168.210
         I-8-B                   Variable(1)                        $3,477,705.235
         I-9-B                   Variable(1)                        $3,401,087.550
        I-10-B                   Variable(1)                        $3,323,596.815
        I-11-B                   Variable(1)                        $3,246,019.475
        I-12-B                   Variable(1)                        $3,167,717.505
        I-13-B                   Variable(1)                        $3,136,708.565
        I-14-B                   Variable(1)                        $3,055,098.945
        I-15-B                   Variable(1)                        $2,969,397.095
        I-16-B                   Variable(1)                        $2,883,562.985
        I-17-B                   Variable(1)                        $2,796,156.835
        I-18-B                   Variable(1)                        $2,709,878.710
        I-19-B                   Variable(1)                        $2,624,421.665
        I-20-B                   Variable(1)                        $2,531,951.365
        I-21-B                   Variable(1)                        $2,442,355.545
        I-22-B                   Variable(1)                        $2,350,889.805
        I-23-B                   Variable(1)                        $2,262,975.810
        I-24-B                   Variable(1)                        $2,177,732.430
        I-25-B                   Variable(1)                        $2,148,451.960
        I-26-B                   Variable(1)                        $2,067,246.590
        I-27-B                   Variable(1)                        $1,989,769.605
        I-28-B                   Variable(1)                        $1,913,659.330
        I-29-B                   Variable(1)                        $1,840,668.710
        I-30-B                   Variable(1)                        $1,769,482.215
        I-31-B                   Variable(1)                        $1,698,344.065
        I-32-B                   Variable(1)                        $1,628,026.620
        I-33-B                   Variable(1)                        $1,550,253.285
        I-34-B                   Variable(1)                        $1,482,227.970
        I-35-B                   Variable(1)                        $1,412,351.580
        I-36-B                   Variable(1)                        $1,350,231.730
        I-37-B                   Variable(1)                        $1,007,385.745
        I-38-B                   Variable(1)                        $1,417,365.540
        I-39-B                   Variable(1)                        $1,344,549.680
        I-40-B                   Variable(1)                        $1,279,263.015
        I-41-B                   Variable(1)                        $1,212,244.045
        I-42-B                   Variable(1)                        $1,153,631.995
        I-43-B                   Variable(1)                        $1,093,363.255
        I-44-B                   Variable(1)                        $1,035,380.835
        I-45-B                   Variable(1)                         $977,398.620
        I-46-B                   Variable(1)                         $921,524.385
        I-47-B                   Variable(1)                         $872,715.365
        I-48-B                   Variable(1)                         $824,152.415
        I-49-B                   Variable(1)                         $782,197.560
        I-50-B                   Variable(1)                         $736,399.340
        I-51-B                   Variable(1)                         $695,004.750
        I-52-B                   Variable(1)                         $655,945.820
        I-53-B                   Variable(1)                         $619,045.820
        I-54-B                   Variable(1)                         $590,043.130
        I-55-B                   Variable(1)                         $559,333.040
        I-56-B                   Variable(1)                         $530,399.350
        I-57-B                   Variable(1)                         $500,287.795
        I-58-B                   Variable(1)                         $460,191.620
        I-59-B                   Variable(1)                         $425,319.360
        I-60-B                   Variable(1)                         $390,504.855
        I-61-B                   Variable(1)                         $358,305.135
        I-62-B                   Variable(1)                         $331,954.715
        I-63-B                   Variable(1)                         $309,832.630
        I-64-B                   Variable(1)                         $290,679.605
        I-65-B                   Variable(1)                         $272,091.045
        I-66-B                   Variable(1)                         $254,233.920
        I-67-B                   Variable(1)                         $238,847.575
        I-68-B                   Variable(1)                         $223,226.835
        I-69-B                   Variable(1)                         $208,817.190
        I-70-B                   Variable(1)                         $195,387.720
        I-71-B                   Variable(1)                         $174,605.595
        I-72-B                   Variable(1)                         $169,846.320
        I-73-B                   Variable(1)                         $153,345.075
        I-74-B                   Variable(1)                         $145,288.460
        I-75-B                   Variable(1)                         $137,491.930
        I-76-B                   Variable(1)                         $129,280.965
        I-77-B                   Variable(1)                         $117,875.145
        I-78-B                   Variable(1)                         $110,338.095
        I-79-B                   Variable(1)                         $104,763.295
        I-80-B                   Variable(1)                         $99,855.765
        I-81-B                   Variable(1)                         $95,018.375
        I-82-B                   Variable(1)                         $89,981.770
        I-83-B                   Variable(1)                         $82,781.640
        I-84-B                   Variable(1)                        $1,504,067.585
          A-I                    Variable(1)                        $2,209,524.09
_______________
(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-1  Certificates  will  represent  the sole  Class of  "residual
interests"  in REMIC II for purposes of the REMIC  Provisions  under  federal  income tax law.
Component  II of the Class  R-1  Certificates  will not bear  interest  or have a  Certificate
Principal  Balance.  The following table  irrevocably sets forth the  designation,  remittance
rate (the "Uncertificated  REMIC II Pass-Through Rate") and initial  Uncertificated  Principal
Balance for each of the "regular  interests" in REMIC II (the "REMIC II  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 II  Regular  Interest  shall be the
Maturity Date.  None of the REMIC II Regular Interests will be certificated.

                                UNCERTIFICATED REMIC II      INITIAL UNCERTIFICATED REMIC II
       DESIGNATION                 PASS-THROUGH RATE                PRINCIPAL BALANCE
            LT1                      Variable(1)                     $245,495,115.39
            LT2                      Variable(1)                        $8,698.40
            LT3                      Variable(1)                       $15,855.15
            LT4                      Variable(1)                       $15,855.15
           LT-IO                     Variable(1)                           (2)
____________
(1)     Calculated as provided in the definition of Uncertificated REMIC II Pass-Through Rate.
(2)     REMIC II Regular Interest LT-IO will not have an Uncertificated  Principal Balance but
        will accrue interest on its  uncertificated  notional amount  calculated in accordance
        with the definition of "Uncertificated Notional Amount" herein.






                                          REMIC III

        As provided herein,  the REMIC  Administrator  will elect to treat the segregated pool
of assets  consisting  of the REMIC II  Regular  Interests  as a REMIC for federal  income tax
purposes,  and such segregated  pool of assets will be designated as REMIC III.  Component III
of the Class R-1  Certificates  will  represent  the sole  Class of  "residual  interests"  in
REMIC III for purposes of the REMIC  Provisions  under federal  income tax law.  Component III
of the  Class  R-1  Certificates  will  not  bear  interest  or have a  Certificate  Principal
Balance.  The following  table  irrevocably  sets forth the  designation,  Pass-Through  Rate,
aggregate Initial  Certificate  Principal  Balance,  certain features,  Maturity Date, initial
ratings and minimum  denominations  for each  Class of  Certificates  that  evidence  "regular
interests" in REMIC III and REMIC III Regular  Interests  SB-IO,  SB-PO and IO (the "REMIC III
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 III  Regular
Interest  shall be the Maturity Date.  REMIC III Regular  Interests  SB-IO,  SB-PO and IO will
not be certificated.



                                                 AGGREGATE
                                                  INITIAL
                                                CERTIFICATE
                               PASS-THROUGH      PRINCIPAL                               MATURITY      MOODY'S /       MINIMUM
  DESIGNATION       TYPE           RATE           BALANCE             FEATURES             DATE           S&P       DENOMINATIONS
                                                                Senior/ Super Senior
                                Adjustable                       / Adjustable Rate
Class A-1-A      Regular(1)     Rate(2)(3)       $130,000,000                          June 25, 2037   Aaa / AAA     $100,000.00
                                                                Senior/ Super Senior
                 Regular(1)     Adjustable                       / Adjustable Rate                     Aaa / AAA     $100,000.00
Class A-1-B                     Rate(2)(3)        $76,620,000                          June 25, 2037
                                                                   Senior/ Senior
                 Regular(1)     Adjustable                      Support / Adjustable                   Aaa / AAA     $100,000.00
Class A-2                       Rate(2)(3)        $22,955,000           Rate           June 25, 2037
Class M-1        Regular(1)   Adjustable                        Mezzanine/Adjustable                   Aa2 / AA      $100,000.00
                              Rate(2)(3)           $6,750,000           Rate           June 25, 2037
Class M-2        Regular(1)   Adjustable                        Mezzanine/Adjustable                   A2 / AA-      $100,000.00
                              Rate(2)(3)           $3,805,000           Rate           June 25, 2037
Class M-3        Regular(1)   Adjustable                        Mezzanine/Adjustable                   Baa2 / A      $250,000.00
                              Rate(2)(3)           $2,090,000           Rate           June 25, 2037
Class M-4        Regular(1)   Adjustable                        Mezzanine/Adjustable                   Baa3/BBB+     $250,000.00
                              Rate(2)(3)           $1,230,000           Rate           June 25, 2037
SB-IO            Regular (4)       (4)              N/A         Subordinate/Interest                      N/R            N/A
                                                                        Only           June 25, 2037
SB-PO            Regular (5)       N/A                         Subordinate/Principal                      N/R            N/A
                                                $2,085,524.09           Only           June 25, 2037
      IO           Regular         (6)              (7)            Interest Only                          N/R            N/R

(1)     This  Class of  Certificates  represents  ownership  of a REMIC III  Regular  Interest
together  with (i)  certain  rights to  payments to be made from  amounts  received  under the
Certificate  Swap Agreement which will be deemed made for federal income tax purposes  outside
of REMIC III by the  holders of the  Class SB  Certificates  as the owners of the  Certificate
Swap  Agreement  (ii) an  obligation  to pay the Class IO  Distribution  Amount (as defined in
Section  4.09(f)) and (iii) in the case of the Class A-1-A  Certificates,  certain  rights and
obligations  in respect  of the Class  A-1-A  Swap  Agreement  which will not be part of their
ownership  of the  REMIC  III  Regular  Interest  ownership  of which is  represented  by such
Certificates.  Any amount  distributed on this Class of Certificates on any Distribution  Date
in excess of the amount  distributable  on the  related  REMIC III  Regular  Interest  on such
Distribution  Date shall be treated for federal  income tax  purposes as having been paid from
the  Certificate  Supplemental  Interest  Trust  Account  and,  in the case of the Class A-1-A
Certificates,  paid from the Class A-1-A Supplemental  Interest Trust Account,  and any amount
distributable  on such REMIC III Regular Interest on such  Distribution  Date in excess of the
amount  distributable  on such  Class  of  Certificates  on such  Distribution  Date  shall be
treated as having been paid to the  Certificate  Supplemental  Interest  Trust Account and, in
the case of the Class  A-1-A  Certificates,  paid to the  Class  A-1-A  Supplemental  Interest
Trust Account, all pursuant to and as further provided in Sections 4.09 and 4.11 hereof.

(2)     The Class A  Certificates  and Class M  Certificates,  will  accrue  interest at a per
annum rate equal to the least of (i) LIBOR  plus the applicable  Margin,  (ii) the Net WAC Cap
Rate and (iii)  11.00%  per annum.  Notwithstanding  the  foregoing,  for  federal  income tax
purposes,  (i) the REMIC III Regular Interest,  ownership of which is represented by the Class
A-1-A  Certificates,  will accrue at a per annum rate equal to the least of (i) LIBOR plus the
applicable  Margin plus the Class A-1-A Swap Fee Amount  (expressed  as a per annum rate based
on the Certificate  Principal  Balance of the Class A-1-A  Certificates  immediately  prior to
the applicable  Distribution  Date), (ii) the REMIC II Net WAC Rate and (iii) 11.00% per annum
and (ii) the REMIC III  Regular  Interests,  ownership  of which is  represented  by the other
Class A and Class M  Certificates,  will  accrue  interest  at a per annum  rate  equal to the
least of (i)  LIBOR  plus the  applicable  Margin,  (ii) the  REMIC II Net WAC Rate and  (iii)
11.00% per annum.

(3)     The Class A Certificates  and Class M Certificates  will also entitle their holders to
receive certain payments from the holders of the Class SB  Certificates  from amounts to which
the  REMIC III  Regular  Interests  the  ownership  of which is  represented  by the  Class SB
Certificates  are entitled and from amounts  received  under the  Certificate  Swap  Agreement
and,  in the case of the Class  A-1-A  Certificates,  under the Class  A-1-A  Swap  Agreement,
which will not be a part of their ownership of the REMIC III Regular Interests.

(4)     REMIC III Regular Interest SB-IO shall have no entitlement to principal,  and shall be
entitled  to  distributions  of interest  subject to the terms and  conditions  hereof,  in an
aggregate amount equal to the aggregate  interest  distributable  with respect to the Class SB
Certificates pursuant to the terms and conditions hereof.

(5)     REMIC III  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  Overcollateralization  Amount pursuant to the terms and
conditions hereof.

(6)     For federal  income tax purposes,  REMIC III Regular  Interest IO will not have a Pass
Through  Rate,  but will be entitled to 100% of the  amounts  distributed  on REMIC II Regular
Interest LT-IO.

(7)     For  federal  income tax  purposes,  REMIC III  Regular  Interest  IO will not have an
Uncertificated   Principal   Balance,   but  will  have  a  notional   amount   equal  to  the
Uncertificated Notional Amount of REMIC II Regular Interest LT-IO.

                                           REMIC IV

               As provided herein, the REMIC  Administrator will make an election to treat the
segregated pool of assets consisting of REMIC III Regular  Interests SB-IO,  SB-PO and IO as a
REMIC for federal income tax purposes,  and such  segregated pool of assets will be designated
as  REMIC  IV.  The  Class  R-X  Certificates  will  represent  the  sole  Class of  "residual
interests"  in REMIC IV for purposes of the REMIC  Provisions  under  federal  income tax law.
The Class R-X  Certificates  will not bear interest or have a Certificate  Principal  Balance.
The following table  irrevocably  sets forth the  designation,  Pass-Through  Rate,  aggregate
Initial  Certificate  Principal  Balance,  certain features and Maturity Date for the Class SB
Certificates  which  represent the two "regular  interests"  in REMIC IV  designated  REMIC IV
Regular  Interest  SB and REMIC IV Regular  Interest  IO (the  "REMIC IV Regular  Interests").
The "latest possible  maturity date"  (determined  solely for purposes of satisfying  Treasury
Regulation Section 1.860G-1(a)(4)(iii))  for the  REMIC  IV  Regular  Interests  shall  be the
Maturity Date.

                                                 AGGREGATE
                                                  INITIAL
                                                CERTIFICATE
                               PASS-THROUGH      PRINCIPAL                               MATURITY
  DESIGNATION       TYPE           RATE           BALANCE             FEATURES             DATE
Class SB(1)      Regular (1)       (1)         $2,085,524.09        Subordinate        June 25, 2037

----------------------------------------------------------------------------------------------
(1) The Class SB  Certificates  will accrue interest as described in the definition of Accrued
    Certificate Interest.

               REMIC  IV  Regular  Interest  IO will be held as an  asset  of the  Certificate
Supplemental  Interest  Trust  Account  established  by the  Trustee  and will be treated  for
federal income tax purposes as owned by the holders of the Class SB Certificates.

               REMIC IV Regular  Interest SB will not have a  Pass-Through  Rate,  but will be
entitled  to 100% of all  amounts  distributed  or deemed  distributed  on REMIC  III  Regular
Interests  SB-IO and SB-PO.  REMIC IV Regular  Interest IO will not have a Pass-Through  Rate,
but will be entitled to 100% of all amounts  distributed  or deemed  distributed  on REMIC III
Regular  Interest  IO. The  rights of the  holders of the Class SB  Certificates  to  payments
under each Swap  Agreement  shall be outside and apart from their  rights with  respect to the
REMIC IV Regular Interests.


        The  Mortgage  Loans  have an  aggregate  Cut-off  Date  Principal  Balance  equal  to
$245,535,524.09.  The Mortgage  Loans are hybrid  adjustable-rate  mortgage loans having terms
to maturity at origination or modification of generally not more than 30 years.

        In consideration of the mutual agreements herein  contained,  the Company,  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 related Pass-Through Rate for that Distribution Date.

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

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

        Accrued  Certificate  Interest  with respect to the Class A  Certificates  and Class M
Certificates  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 related  Interest  Accrual Period at the related  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)(iii)
and (iv).  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.

        Adjustment  Date:  With  respect  to each  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.

        Affected Party:  As defined in the Certificate  Swap Agreement or the Class A-1-A Swap
Agreement, as applicable.

        Available  Distribution  Amount:  As 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,  (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),  (iv) any amount  deposited in the Certificate  Account
pursuant  to Section  4.07 or Section  9.01,  (v) any amount  that the Master  Servicer is not
permitted  to withdraw  from the  Custodial  Account or the  Certificate  Account  pursuant to
Section  3.16(e),  (vi) any amount  received  by the  Trustee  pursuant  to the Surety Bond in
respect of such  Distribution  Date and (vii) the  proceeds of any Pledged Assets  received by
the Master  Servicer,  reduced by (b) the sum as of the close of business  on the  immediately
preceding  Determination  Date of (v) any payments or  collections  consisting  of  Prepayment
Charges on the Mortgage Loans that were received  during the related  Prepayment  Period;  (w)
aggregate  Foreclosure  Profits,  (x) the Amount  Held for Future  Distribution,  (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),  and (z) any
Net Swap Payments and Swap Termination  Payments not due to a Swap Counterparty  Trigger Event
required to be made to the  Certificate  Swap  Counterparty  for such  Distribution  Date and,
unless  the Class  A-1-A Swap  Agreement  is  terminated  due to a Swap  Counterparty  Trigger
Event, the Class A-1-A Swap Fee Amount.

        Basis Risk  Shortfall:  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,  if any, 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 (but not more than  11.00%  per  annum,  except  for the Class  A-1-A
Certificates  so long as the  Class  A-1-A  Swap  Agreement  has not  been  terminated),  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) interest  on the  amount  in clause  (b) from  the
Distribution  Date on which such amount was  incurred at a per annum rate equal to the related
Pass-Through Rate.

        Book-Entry Certificate:  The Class A and Class M Certificates.

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

        Certificate   Account:  The  separate  account  or  accounts  created  and  maintained
pursuant to Section 4.01 of the Standard Terms,  which shall be entitled  "DEUTSCHE BANK TRUST
COMPANY  AMERICAS,  as trustee,  in trust for the registered  holders of Residential  Accredit
Loans,  Inc.,  Mortgage  Asset-Backed  Pass-Through  Certificates,  Series 2007-QA4" and which
must be an Eligible Account.

        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) in the case of any Class of Class M  Certificates,  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 the Class A Certificates and Class M
Certificates  will be increased,  in each case to the extent  Realized  Losses were previously
allocated thereto and remain  unreimbursed,  in the following order of priority:  first to the
Class A  Certificates,  pro rata,  and then to the Class M-1,  Class M-2,  Class M-3 and Class
M-4  Certificates,  in that order,  but only to the extent of Subsequent  Recoveries  received
during the preceding calendar month.

        Certificate Policy:  None.

        Certificate  Supplemental  Interest Trust Account:  The separate trust account created
and  maintained  by the  Supplemental  Interest  Trust  Trustee  pursuant  to  Section 4.09(a)
hereof,  which  shall be entitled  "Deutsche  Bank Trust  Company  Americas,  as  supplemental
interest  trust  trustee,  in trust for Class SB  Certificateholders"  and must be an Eligible
Account.

        Certificate Swap Agreement:  The interest rate Certificate Swap Agreement  between the
Certificate Swap  Counterparty and the Supplemental  Interest Trust Trustee,  on behalf of the
Supplemental  Interest  Trust,  which  agreement  provides  for Net  Swap  Payments  and  Swap
Termination  Payments  to  be  paid,  as  provided  therein,   together  with  any  schedules,
confirmations or other agreements relating thereto, attached hereto as Exhibit Four-A.

        Certificate  Swap  Agreement  Collateral  Account:  The separate  account  created and
maintained  pursuant to Section 4.10(a) hereof,  which shall be entitled  "DEUTSCHE BANK TRUST
COMPANY AMERICAS,  as trustee,  in trust for the Credit Suisse  International"  and which must
be an Eligible Account.

        Certificate Swap Agreement Notional Balance:  As to the Certificate Swap Agreement and
each  Floating  Rate Payer  Payment Date and Fixed Rate Payer Payment Date (each as defined in
the Certificate  Swap  Agreement) the amount set forth on Schedule I to the  Certificate  Swap
Agreement for such Floating Rate Payer Payment Date and Fixed Rate Payer Payment Date.

        Certificate  Swap   Counterparty:   The  Certificate  Swap   Counterparty   under  the
Certificate  Swap  Agreement  either (a) entitled to receive  payments  from the  Supplemental
Interest  Trust Trustee from amounts  payable by the  Supplemental  Interest  Trust under this
Agreement or  (b) required  to make payments to the  Supplemental  Interest  Trust Trustee for
payment to the  Supplemental  Interest  Trust,  in either  case  pursuant  to the terms of the
Certificate  Swap  Agreement,  and  any  successor  in  interest  or  assign.  Initially,  the
Certificate Swap Counterparty shall be Credit Suisse International.

        Class  A  Certificate:  Any  one  of  the  Class  A-1-A,  Class  A-1-B  or  Class  A-2
Certificates   executed  by  the  Trustee  and  authenticated  by  the  Certificate  Registrar
substantially  in the form annexed to the  Standard  Terms 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  (i) an
interest  designated  as a  "regular  interest"  in  REMIC  III  for  purposes  of  the  REMIC
Provisions,  (ii) the right to receive  payments under the  Certificate  Swap  Agreement,  the
Class  A-1-A  Swap  Agreement  and  the  SB-AM  Swap  Agreement,  in  respect  of  Basis  Risk
Shortfalls,  (iii) an obligation to pay the Class IO Distribution  Amount and (iv) solely with
respect to the Class A-1-A  Certificates,  certain  rights and  obligations  in respect of the
Class SB-A1A Swap Agreement.

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

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

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

        Class A-1-A  Certificate:  The Class A-1-A  Certificates,  executed by the Trustee and
authenticated by the Certificate  Registrar  substantially in the form annexed to the Standard
Terms as Exhibit A.

        Class  A-1-A  Margin:  With  respect  to any  Distribution  Date  prior to the  second
Distribution  Date after the first possible  Optional  Termination Date, 0.150% per annum, and
on any  Distribution  Date on or after the second  Distribution  Date after the first possible
Optional Termination Date, 0.300% per annum.

        Class A-1-A  Supplemental  Interest Trust Account:  The separate trust account created
and  maintained  by the  Supplemental  Interest  Trust  Trustee  pursuant  to  Section 4.11(a)
hereof,  which  shall be entitled  "Deutsche  Bank Trust  Company  Americas,  as  supplemental
interest trust trustee, in trust for Class A-1-A  Certificateholders"  and must be an Eligible
Account.

        Class A-1-A  Supplemental  Interest  Trust  Amount:  With respect to any  Distribution
Date on which there are Swap  Termination  Payments in the Class A-1-A  Supplemental  Interest
Trust Account and the holders of the Class A-1-A  Certificates  were paid a Pass-Through  Rate
on such  Distribution  Date that was less than  LIBOR  plus the Class  A-1-A  Margin  for such
Distribution  Date,  an amount  equal to the  lesser of (i)  amounts  on  deposit in the Class
A-1-A  Supplemental  Interest Trust Account on that  Distribution Date and (ii) the excess, if
any,  of (a)  LIBOR  for such  Distribution  Date plus the  Class  A-1-A  Margin  over (b) the
related  Pass-Through Rate multiplied by the Certificate  Principal Balance of the Class A-1-A
Certificates as of the day immediately  prior to the related  Distribution  Date multiplied by
the actual  number of days in the related  Interest  Accrual  Period  divided by 360, plus any
amounts  payable  to  the  holders  of  the  Class  A-1-A  Certificates  pursuant  to  Section
4.02(c)(v) hereof.

        Class A-1-A Swap Agreement:  The interest rate Class A-1-A Swap Agreement  between the
Class A-1-A Swap  Counterparty and the Supplemental  Interest Trust Trustee,  on behalf of the
Supplemental  Interest Trust, for the benefit of the holders of the Class A-1-A  Certificates,
which agreement  provides for Net Swap Payments and Swap  Termination  Payments to be paid, as
provided  therein,  together with any schedules,  confirmations or other  agreements  relating
thereto, attached hereto as Exhibit Four-B.

        Class A-1-A Swap  Agreement  Collateral  Account:  The  separate  account  created and
maintained  pursuant to Section 4.12(a) hereof,  which shall be entitled  "DEUTSCHE BANK TRUST
COMPANY AMERICAS,  as trustee,  in trust for the Credit Suisse  International"  and which must
be an Eligible Account.

        Class A-1-A Swap  Agreement  Termination  Date:  With  respect to the Class A-1-A Swap
Agreement,  the earlier of the Distribution  Date in June 2037 and the Distribution  Date upon
which the Certificate  Principal  Balance of the Class A-1-A  Certificates has been reduced to
zero,  unless the Class A-1-A Swap  Agreement is  terminated  earlier in  accordance  with its
terms.

        Class  A-1-A Swap  Counterparty:  The Class  A-1-A Swap  Counterparty  under the Class
A-1-A Swap Agreement either (a) entitled to receive  payments from the  Supplemental  Interest
Trust Trustee from amounts  payable by the  Supplemental  Interest  Trust under this Agreement
or  (b) required  to make payments to the  Supplemental  Interest Trust Trustee for payment to
the  Supplemental  Interest  Trust,  in either  case  pursuant to the terms of the Class A-1-A
Swap  Agreement,  and any  successor  in interest or assign.  Initially,  the Class A-1-A Swap
Counterparty shall be Credit Suisse International.

        Class A-1-A Swap Event:  The occurrence of the all of the  following:  the Class A-1-A
Swap  Agreement has been  terminated,  no successor to the Class A-1-A Swap  Counterparty  was
obtained  and the Class A-1-A Swap  Counterparty  has paid a Swap  Termination  Payment to the
Supplemental  Interest Trust Trustee on behalf of the Class A-1-A Supplemental  Interest Trust
Account.

        Class  A-1-A Swap Fee Amount:  An amount  equal to the product of (i) a per annum rate
of 0.065% before the second  Distribution Date after the first possible  Optional  Termination
Date or a per annum  rate of 0.130% on or after the second  Distribution  Date after the first
possible  Optional  Termination  Date, (ii) the Class A 1 A Swap Notional Amount,  and (iii) a
fraction,  the  numerator  of  which is the  actual  number  of days  elapsed  in the  related
calculation  period (as described in the Class A-1-A Swap  Agreement)  and the  denominator of
which is 360.

        Class A-1-A Swap Notional Amount:  With respect to each Distribution  Date, a notional
amount  equal to the  lesser of (I) the  Certificate  Principal  Balance  of the  Class  A-1-A
Certificates  immediately  prior to that  Distribution  Date and  (II)  the  aggregate  Stated
Principal  Balance  of the  Mortgage  Loans as of the Due  Date in the  prior  calendar  month
(after giving effect to Principal  Prepayments  received in the  Prepayment  Period related to
that prior Due Date).

        Class  A-1-A  Uncapped  Pass-Through  Amount:  An amount in respect  of each  Interest
Accrual  Period equal to the product of (a) LIBOR for such  Interest  Accrual  Period plus the
related  Margin on the Class A-1-A  Certificates  for that  Distribution  Date,  (b) the Class
A-1-A  Swap  Notional  Amount  and (c) the actual  number of days in the  related  calculation
period as provided in the Class A-1-A Swap  Agreement  (calculated  on the basis of the actual
number of days) divided by 360.

        Class A-1-B  Certificate:  The Class A-1-B  Certificates,  executed by the Trustee and
authenticated by the Certificate  Registrar  substantially in the form annexed to the Standard
Terms as Exhibit A.

        Class  A-1-B  Margin:  With  respect  to any  Distribution  Date  prior to the  second
Distribution  Date after the first possible  Optional  Termination Date, 0.210% per annum, and
on any  Distribution  Date on or after the second  Distribution  Date after the first possible
Optional Termination Date, 0.420% per annum.

        Class A-2  Certificate:  The Class  A-2  Certificates,  executed  by the  Trustee  and
authenticated by the Certificate  Registrar  substantially in the form annexed to the Standard
Terms as Exhibit A.

        Class  A-2  Margin:  With  respect  to any  Distribution  Date  prior  to  the  second
Distribution  Date after the first possible  Optional  Termination Date, 0.300% per annum, and
on any  Distribution  Date on or after the second  Distribution  Date after the first possible
Optional Termination Date, 0.600% per annum.

        Class A-P Certificates:  None.

        Class B Certificates:  None.

        Class IO Distribution Amount:  As defined in Section 4.09(f).

        Class M Certificates:  Collectively, the Class M-1, Class M-2, Class M-3 and Class M-4
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 to the
Standard  Terms as Exhibit  B,  senior to the Class M-2,  Class M-3,  Class M-4,  Class SB and
Class R Certificates  with respect to  distributions  and the allocation of Realized Losses as
set forth in Section 4.05, and evidencing (i) an interest  designated as a "regular  interest"
in REMIC III for purposes of the REMIC  Provisions,  (ii) the right to receive  payments under
the  Certificate  Swap  Agreement  and the SB-AM  Swap  Agreement,  in  respect  of Basis Risk
Shortfalls and (iiii) an obligation to pay the Class IO Distribution Amount.

        Class  M-1  Margin:  With  respect  to any  Distribution  Date  prior  to  the  second
Distribution  Date after the first possible  Optional  Termination Date, 0.450% per annum, and
on any  Distribution  Date on or after the second  Distribution  Date after the first possible
Optional Termination Date, 0.675% per annum.

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

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

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

        Class M-2 Certificate:  Any one of the Class M-2 Certificates  executed by the Trustee
and  authenticated  by the  Certificate  Registrar  substantially  in the form  annexed to the
Standard  Terms as Exhibit  B,  senior to the Class M-3,  Class M-4,  Class M-5,  Class SB and
Class R Certificates  with respect to  distributions  and the allocation of Realized Losses as
set forth in Section 4.05, and evidencing (i) an interest  designated as a "regular  interest"
in REMIC III for purposes of the REMIC  Provisions,  (ii) the right to receive  payments under
the  Certificate  Swap  Agreement  and the SB-AM  Swap  Agreement,  in  respect  of Basis Risk
Shortfalls and (iii) an obligation to pay the Class IO Distribution Amount.

        Class  M-2  Margin:  With  respect  to any  Distribution  Date  prior  to  the  second
Distribution  Date after the first possible  Optional  Termination Date, 1.250% per annum, and
on any  Distribution  Date on or after the second  Distribution  Date after the first possible
Optional Termination Date,1.875% per annum.

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

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

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

        Class M-3 Certificate:  Any one of the Class M-3 Certificates  executed by the Trustee
and  authenticated  by the  Certificate  Registrar  substantially  in the form  annexed to the
Standard  Terms as Exhibit B, senior to the Class M-4, Class M-5,  Class SB  Certificates  and
Class R Certificates  with respect to  distributions  and the allocation of Realized Losses as
set forth in Section 4.05, and evidencing (i) an interest  designated as a "regular  interest"
in REMIC III for purposes of the REMIC  Provisions,  (ii) the right to receive  payments under
the  Certificate  Swap  Agreement  and the SB-AM  Swap  Agreement,  in  respect  of Basis Risk
Shortfalls and (iii) an obligation to pay the Class IO Distribution Amount.

        Class  M-3  Margin:  With  respect  to any  Distribution  Date  prior  to  the  second
Distribution  Date after the first possible  Optional  Termination Date, 1.250% per annum, and
on any  Distribution  Date on or after the second  Distribution  Date after the first possible
Optional Termination Date, 1.875% per annum.

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

        (i)    the remaining  Principal  Distribution  Amount for that Distribution Date after
distribution of the Class A Principal  Distribution Amount,  Class M-1 Principal  Distribution
Amount and 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,  Class M-1 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 to the
Standard  Terms as  Exhibit  B,  senior to the Class M-5,  Class SB  Certificates  and Class R
Certificates  with  respect to  distributions  and the  allocation  of Realized  Losses as set
forth in Section 4.05, and evidencing  (i) an interest  designated as a "regular  interest" in
REMIC III for purposes of the REMIC  Provisions,  (ii) the right to receive payments under the
Certificate  Swap Agreement and the SB-AM Swap Agreement,  in respect of Basis Risk Shortfalls
and (iii) an obligation to pay the Class IO Distribution Amount.

        Class  M-4  Margin:  With  respect  to any  Distribution  Date  prior  to  the  second
Distribution  Date after the first possible  Optional  Termination Date, 1.250% per annum, and
on any  Distribution  Date on or after the second  Distribution  Date after the first possible
Optional Termination Date, 1.875% per annum.

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

        (i)    the remaining  Principal  Distribution  Amount for that Distribution Date after
distribution of the Class A Principal  Distribution Amount,  Class M-1 Principal  Distribution
Amount,  Class M-2 Principal  Distribution Amount and 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,  Class M-1,  Class M-2 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 R Certificate:  Any one of the Class R-1 or Class R-X Certificates.

        Class R-1 Certificate:  Any one of the Class R-1 Certificates  executed by the Trustee
and  authenticated  by the  Certificate  Registrar  substantially  in the form  annexed to the
Standard  Terms as Exhibit D and  evidencing  ownership of interests  designated  as "residual
interests"  in  REMIC I,  REMIC II  and  REMIC  III  for  purposes  of the  REMIC  Provisions.
Component I  of the  Class R-1  Certificates  is  designated  as the sole  class of  "residual
interest" in REMIC I,  Component II  of the Class R-1  Certificates  is designated as the sole
class of "residual  interest" in REMIC II and  Component III  of the Class R-1 Certificates is
designated as the sole class of "residual interest" in REMIC III.

        Class R-X  Certificate:  Any one of the Class R-X Certificates executed by the Trustee
and  authenticated  by the  Certificate  Registrar  substantially  in the form  annexed to the
Standard  Terms  as  Exhibit D  and  evidencing  ownership  of  an  interest  designated  as a
"residual interest" in REMIC IV 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 to the
Standard  Terms  as  Exhibit  C-II,  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  ownership  of the REMIC IV  Regular  Interests  for
purposes of the REMIC  Provisions,  together  with certain  rights and  obligations  under the
Swap Agreements.

        Clearstream:  Clearstream Banking, societe anonyme.

        Closing Date:  May 30, 2007.

        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
1761 East St. Andrew Place, Santa Ana, California 92705-4934,  Attention:  Residential Funding
Company, LLC, RALI 2007-QA4.

        Custodial  File:  Any mortgage  loan document in the Mortgage File that is required to
be delivered to the Trustee or the Custodian pursuant to Section 2.01(b) of this Agreement.

        Cut-off Date Balance:  $245,535,524.09.

        Cut-off Date:  May 1, 2007.

        Defaulting  Party:  As defined in the  Certificate  Swap Agreement or Class A-1-A Swap
Agreement, as applicable.

        Definitive Certificate:  Any definitive, fully registered Certificate.

        Determination Date:  With respect to any Distribution Date, the second Business Day
prior to each Distribution Date.

        Discount Net Mortgage Rate:  Not applicable.

        Due Period:  With respect to each Distribution  Date, the calendar month in which such
Distribution Date occurs.

        Early  Termination  Date:  Shall have the  meaning set forth in the  Certificate  Swap
Agreement or the Class A-1-A Swap Agreement,  as applicable.  An Early  Termination Date under
one Swap Agreement shall not be an Early Termination Date under the other Swap Agreement.

        Euroclear:  Not applicable.

        Excess Bankruptcy Loss:  Not applicable.

        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 Net
Swap Payments  received by the Supplemental  Interest Trust Trustee under the Certificate Swap
Agreement for that  Distribution Date and deposited in the Certificate  Supplemental  Interest
Trust Account pursuant to Section 4.09(c).

        Excess Fraud Loss:  Not applicable.

        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.

        Excess Special Hazard Loss:  Not applicable.

        Excess Subordinate Principal Amount:  Not applicable.

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

        Global Offered Certificate:  Not applicable.

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

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

        Initial Subordinate Class Percentage:  Not applicable.

        Interest Accrual Period:  (i) With respect to the Distribution  Date in June 2007, the
period  commencing  on the  Closing  Date and  ending  on the day  immediately  preceding  the
Distribution  Date in  June  2007,  and  with  respect  to any  Distribution  Date  after  the
Distribution  Date in June 2007, 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
immediately preceding such Distribution Date.

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

        Interest Only Certificates:  None.

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

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

        LIBOR Certificates:  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.

        Liquidation  Proceeds:  As  defined in the  Standard  Terms but  excluding  Subsequent
Recoveries.

        Margin:  The Class A-1-A  Margin,  Class  A-1-B  Margin,  Class A-2 Margin,  Class M-1
Margin, Class M-2 Margin, Class M-3 Margin or Class M-4 Margin, as applicable.

        Marker Rate: With respect to the Class SB  Certificates or REMIC III  Regular Interest
SB-IO and any  Distribution  Date,  in relation to the REMIC II  Regular  Interests  LT1, LT2,
LT3,  and  LT4,  a per  annum  rate  equal  to two  (2)  times  the  weighted  average  of the
Uncertificated  REMIC II  Pass-Through  Rates for REMIC II  Regular  Interest LT2 and REMIC II
Regular Interest LT3.

        Maturity  Date:  June 25,  2037,  the  Distribution  Date in the  month of the  latest
scheduled maturity date of any Mortgage Loan.

        Maximum  Mortgage  Rate:  As to any  Mortgage  Loan,  the per annum rate  indicated in
Mortgage  Loan  Schedule  hereto  attached  hereto 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:  As to any Mortgage  Loan and any date of  determination,
the Maximum Mortgage Rate minus the Expense Fee Rate.

        Mortgage Loan Schedule:  The list or lists of the Mortgage  Loans  attached  hereto as
Exhibit  One ( and as  amended  from  time  to time  to  reflect  the  addition  of  Qualified
Substitute Mortgage Loans),  which list or lists shall set forth the following  information as
to each Mortgage Loan:

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

        (ii)   the maturity of the Mortgage Note ("MATURITY DATE");

        (iii)  the Mortgage Rate as of origination ("ORIG RATE");

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

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

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

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

        (viii) the Maximum Mortgage Rate ("NOTE CEILING");

        (ix)   the maximum Net Mortgage Rate ("NET CEILING");

        (x)    the Note Margin ("NOTE MARGIN");
        (xi)   the Periodic Cap ("PERIODIC DECR" or "PERIODIC INCR");

        (xii)  the rounding of the  semi-annual  or annual  adjustment  to the  Mortgage  Rate
("NOTE METHOD");

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

        (xiv)  the rate at which the  Subservicing  Fee accrues  ("SUBSERV  FEE") and at which
the Servicing Fee accrues ("MSTR SERV FEE");

        (xv)   a code "T," "BT" or "CT"  under the column "LN  FEATURE,"  indicating  that the
Mortgage Loan is secured by a second or vacation residence; and

        (xvi)  a code "N" under the column "OCCP CODE,"  indicating  that the Mortgage Loan is
secured by a non-owner occupied residence.

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

        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 each  Mortgage  Loan 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 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.

        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 Swap Payment:  With respect to each  Distribution  Date, the net payment  required
to be made  pursuant to the terms of the  Certificate  Swap  Agreement or the Class A-1-A Swap
Agreement,  as applicable,  by either the Certificate Swap Counterparty,  the Class A-1-A Swap
Counterparty  or the  Supplemental  Interest  Trust  Trustee,  on behalf  of the  Supplemental
Interest Trust, which net payment shall not take into account any Swap Termination Payment.

        Net WAC Cap Rate:  With  respect to any  Distribution  Date, a per annum rate equal to
(i) the  product of (a) the  weighted  average of the Net Mortgage  Rates (or, if  applicable,
the  Modified  Net  Mortgage  Rates) on the  Mortgage  Loans using the Net  Mortgage  Rates in
effect for the  Monthly  Payments  due on the  Mortgage  Loans  during the related Due Period,
weighted  on  the  basis  of  the  respective  Stated  Principal  Balances  thereof  for  such
Distribution  Date,  and (b) a  fraction the numerator of which is 30 and the  denominator  of
which is the actual  number of days in the related  Interest  Accrual  Period  minus  (ii) the
product of (a) a fraction  expressed as a percentage,  the numerator of which is the amount of
any Net Swap  Payments  or Swap  Termination  Payment not due to a Swap  Counterparty  Trigger
Event, in each case, owed to the Certificate Swap  Counterparty as of such  Distribution  Date
and,  with  respect to the Class  A-1-A  Certificates,  the Class  A-1-A Swap Fee Amount as of
such  Distribution  Date,  and the  denominator  of which is the  aggregate  Stated  Principal
Balance of the Mortgage  Loans before giving effect to  distributions  of principal to be made
on such  Distribution  Date,  and (b) a  fraction  expressed as  percentage,  the numerator of
which  is 360 and the  denominator  of which  is the  actual  number  of days  in the  related
Interest Accrual Period.

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

        Notional Amount:  With respect to any Distribution Date and the Class SB Certificates,
100%  of the  Stated  Principal  Balance  of the  Mortgage  Loans  immediately  prior  to such
Distribution  Date. For REMIC  purposes,  with respect to the Class SB  Certificates  or REMIC
III Regular Interest SB-IO,  immediately prior to any Distribution  Date, the aggregate of the
Uncertificated Principal Balances of the REMIC II Regular Interests.

        Optional  Termination  Date:  Any  Distribution  Date on or after which the  aggregate
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.

        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
before taking into account distributions of principal to made on such Distribution Date.

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

        Overcollateralization  Increase  Amount:  With respect to any  Distribution  Date, the
lesser of  (a) Excess  Cash Flow for that  Distribution  Date (to the extent not used to cover
the amounts  described in clauses (b)(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.

        Pass-Through  Rate:  With  respect to each Class of Class A  Certificates  and Class M
Certificates  and any  Distribution  Date,  a per annum  rate equal to the least of (i)  LIBOR
plus the related Margin, (ii) the Net WAC Cap Rate and (iii) 11.00% per annum.

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

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

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

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

        Permanent Regulation S Global Offered Certificate: Not applicable.

        Prepayment  Assumption:  The  prepayment  assumption  to be used for  determining  the
accrual of original issue  discount and premium and market  discount on the  Certificates  for
federal  income tax  purposes,  which assumes a constant  prepayment  rate of 30% per annum of
the then outstanding principal balance of the Mortgage Loans.

        Prepayment  Charge:  With respect to any Mortgage  Loan,  the charges or premiums,  if
any,  received  in  connection  with a full or partial  prepayment  of such  Mortgage  Loan in
accordance with the terms thereof.

        Prepayment  Charge  Loan:  Any  Mortgage  Loan for which a  Prepayment  Charge  may be
assessed  and to which such  Prepayment  Charge the Class SB  Certificates  are  entitled,  as
indicated on the Mortgage Loan Schedule.

        Principal  Distribution  Amount:  With respect to any Distribution Date, the lesser of
(a) the excess of (x)  Available  Distribution  Amount plus for  inclusion in Excess Cash Flow
for purposes of clauses (b)(v) and (b)(vi)  below,  the amounts  received by the  Supplemental
Interest Trust Trustee under the Certificate  Swap Agreement 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 prior calendar month;

        (iii)  the  principal  portion  of  all  other  unscheduled  collections,  other  than
Subsequent  Recoveries,  on the Mortgage  Loans  received (or deemed to have been so received)
during the prior calendar month or, in the case of Principal  Prepayments in Full,  during the
related Prepayment Period, including,  without limitation,  Curtailments,  Insurance Proceeds,
Liquidation  Proceeds,  REO Proceeds and Principal  Prepayments,  to the extent applied by the
Master Servicer as recoveries of principal 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 the Class A  Certificates or the Class
M 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  that are
allocated to any Class of Certificates; and

        (vi)   the  lesser of (a) the  Excess  Cash Flow for such  Distribution  Date,  to the
extent not used  pursuant  to clauses  (iv) and (v) of this  definition  on such  Distribution
Date, and (b) the amount of any  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 Only Certificates:  None.

        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.

        Record  Date:  With  respect  to each  Distribution  Date and each Class of Book Entry
Certificates,  the Business Day  immediately  preceding such  Distribution  Date. With respect
to each Class of  Definitive  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.

        Relief Act:  The Servicemembers Civil Relief Act, as amended.

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

        REMIC I:  The segregated  pool of assets  (exclusive of the  Certificate  Supplemental
Interest Trust Account,  the Class A-1-A  Supplemental Trust Account and the Swap Agreements),
with respect to which a REMIC election is to be made, consisting of:

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

               (ii)   all payments 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 Available  Distribution  Amount: The Available  Distribution  Amount increased
by the amount of any Net Swap Payment described in clause (b)(z) thereof.

        REMIC I Distribution   Amount:  For  any  Distribution  Date,  the  REMIC I  Available
Distribution  Amount  shall be  distributed  to  REMIC II  in respect of the  REMIC I  Regular
Interests  and the Class R-1  Certificates  in respect of Component I thereof in the following
amounts and priority:

               (a)    to REMIC I  Regular  Interest  A-I and  REMIC I  Regular  Interest I-1-A
through I-84-B, pro rata, in an amount equal to (A)  Uncertificated  Accrued Interest for such
REMIC I  Regular  Interests  for such  Distribution  Date,  plus (B) any  amounts  payable  in
respect thereof remaining unpaid from previous Distribution Dates;

               (b)    to  the  extent  of  amounts  remaining  after  the  distributions  made
pursuant to clause (a) above,  payments of principal shall be allocated as follows:  first, to
REMIC I Regular  Interest  A-I until the  Uncertificated  Principal  Balance  of such  REMIC I
Regular  Interest is reduced to zero and second,  to REMIC I Regular  Interests  I-1-A through
I-84-B starting with the lowest  numerical  denomination  until the  Uncertificated  Principal
Balance of each such REMIC I Regular  Interest is reduced to zero,  provided that, for REMIC I
Regular  Interests with the same numerical  denomination,  such payments of principal shall be
allocated pro rata between such REMIC I Regular Interests; and

               (c)    any  remaining  amounts  to the Class R-1  Certificates  in  respect  of
Component I thereof.

        REMIC I  Interests:  The REMIC I  Regular  Interests  and Component I of the Class R-1
Certificates.

        REMIC I  Realized  Losses:  All  Realized  Losses  on  the  Mortgage  Loans  shall  be
allocated  first,  on each  Distribution  Date,  to REMIC I  Regular  Interest  A-I until such
REMIC I  Regular  Interest  has  been  reduced  to  zero.  Second,  Realized  Losses  shall be
allocated  to  REMIC I  Regular  Interest  I-1-A  through  REMIC I  Regular  Interest  I-84-B,
starting with the lowest numerical  denomination  until such REMIC I Regular Interest has been
reduced  to zero,  provided  that,  for  REMIC I  Regular  Interests  with the same  numerical
denomination,  such Realized  Losses shall be allocated pro rata between such REMIC I  Regular
Interests.

        REMIC I Regular Interest.  Any of the separate  non-certificated  beneficial ownership
interests in REMIC I  issued  hereunder  and  designated  as a "regular  interest" in REMIC I.
Each REMIC I  Regular  Interest shall accrue  interest at the related  Uncertificated  REMIC I
Pass-Through  Rate in effect  from time to time,  and shall be entitled  to  distributions  of
principal,  subject to the terms and conditions  hereof,  in an aggregate  amount equal to its
initial  Uncertificated  Principal  Balance as set forth in the Preliminary  Statement hereto.
The  designations  for  the  respective  REMIC I  Regular  Interests  are  set  forth  in  the
Preliminary Statement hereto.

        REMIC I Regular  Interest A-I: 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 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  Available  Distribution  Amount:  For  any  Distribution  Date,  the  amount
distributed  from  REMIC I to  REMIC II  on such  Distribution  Date in respect of the REMIC I
Regular Interests.

        REMIC II  Distribution  Amount:  For any  Distribution  Date,  the REMIC II  Available
Distribution  Amount shall be  distributed  to  REMIC III  in respect of the REMIC II  Regular
Interests and the Class R-1  Certificates  in respect of Component II thereof in the following
amounts and priority:

               (a)    to  REMIC II   Regular  Interest  LT-IO,  in  an  amount  equal  to  (i)
Uncertificated  Accrued  Interest for such  REMIC II  Regular  Interest for such  Distribution
Date, plus (ii) any amounts in respect  thereof  remaining  unpaid from previous  Distribution
Dates;

               (b)    to  the  extent  of  amounts  remaining  after  the  distributions  made
pursuant to clause (a) above, to REMIC II  Regular  Interests LT1, LT2, LT3 and LT4, pro rata,
in an amount equal to (i) their  Uncertificated  Accrued Interest for such Distribution  Date,
plus (ii) any amounts in respect thereof  remaining unpaid from previous  Distribution  Dates;
and

               (c)    to  the  extent  of  amounts  remaining  after  the  distributions  made
pursuant to clauses (a) and (b) above:

                                    (i)     to REMIC II  Regular  Interests  LT2, LT3 and LT4,
                      their respective Principal Distribution Amounts;

                                    (ii)    to REMIC II  Regular  Interest  LT1 any  remainder
                      until the Uncertificated Principal Balance thereof is reduced to zero;

                                    (iii)   any remainder to REMIC II  Regular  Interests LT2,
                      LT3 and LT4,  pro rata  according  to  their  respective  Uncertificated
                      Principal Balances as reduced by the distributions  deemed made pursuant
                      to (i) above, until their respective  Uncertificated  Principal Balances
                      are reduced to zero; and

               (d)    to  the  extent  of  amounts  remaining  after  the  distributions  made
pursuant to clauses (a) through (c) above:

                                    (i)     first, to each of the REMIC II Regular  Interests,
                      pro  rata  according  to the  amount  of  unreimbursed  Realized  Losses
                      allocable  to  principal  previously  allocated  to each  such  REMIC II
                      Regular  Interest,  the  aggregate  amount of any  distributions  to the
                      Certificates   as   reimbursement   of  such  Realized  Losses  on  such
                      Distribution   Date   pursuant  to  clause  (vii)  in   Section 4.02(c);
                      provided,  however,  that  any  amounts  distributed  pursuant  to  this
                      paragraph  (d)(i) of this definition of "REMIC II  Distribution  Amount"
                      shall not cause a reduction in the Uncertificated  Principal Balances of
                      any of the REMIC II Regular Interests; and

                                    (ii)    second,  to the Class R-1  Certificates in respect
                      of Component II thereof, any remaining amount.

        REMIC II Net WAC Rate: With respect to any  Distribution  Date, a per annum rate equal
to the  weighted  average of (x) with  respect to REMIC I  Regular  Interests  ending with the
designation "B," the weighted average of the  Uncertificated  REMIC I  Pass-Through  Rates for
such  REMIC I  Regular  Interests,  weighted  on the  basis  of the  Uncertificated  Principal
Balance of such REMIC I Regular  Interests for each such  Distribution  Date, (y) with respect
to REMIC I  Regular  Interest  A-I,  the  Uncertificated  REMIC I  Pass-Through  Rate for such
REMIC I Regular  Interest,  and (z) with respect to REMIC I Regular  Interests ending with the
designation  "A," for each  Distribution  Date listed below, the weighted average of the rates
listed below for each such REMIC I  Regular  Interest  listed below,  weighted on the basis of
the  Uncertificated  Principal  Balance of each such  REMIC I  Regular  Interest for each such
Distribution Date:

DISTRIBUTION DATE        REMIC I REGULAR INTEREST                                        RATE
        1           I-1-A through I-84-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
        2           I-2-A through I-84-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A                                Uncertificated REMIC I Pass-Through Rate
        3           I-3-A through I-84-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A and I-2-A                      Uncertificated REMIC I Pass-Through Rate
        4           I-4-A through I-84-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-3-A                  Uncertificated REMIC I Pass-Through Rate
        5           I-5-A through I-84-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-4-A                  Uncertificated REMIC I Pass-Through Rate
        6           I-6-A through I-84-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-5-A                  Uncertificated REMIC I Pass-Through Rate
        7           I-7-A through I-84-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-6-A                  Uncertificated REMIC I Pass-Through Rate
        8           I-8-A through I-84-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-7-A                  Uncertificated REMIC I Pass-Through Rate
        9           I-9-A through I-84-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-8-A                  Uncertificated REMIC I Pass-Through Rate
        10          I-10-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-9-A                  Uncertificated REMIC I Pass-Through Rate
        11          I-11-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-10-A                 Uncertificated REMIC I Pass-Through Rate
        12          I-12-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-11-A                 Uncertificated REMIC I Pass-Through Rate
        13          I-13-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-12-A                 Uncertificated REMIC I Pass-Through Rate
        14          I-14-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-13-A                 Uncertificated REMIC I Pass-Through Rate
        15          I-15-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-14-A                 Uncertificated REMIC I Pass-Through Rate
        16          I-16-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-15-A                 Uncertificated REMIC I Pass-Through Rate
        17          I-17-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-16-A                 Uncertificated REMIC I Pass-Through Rate
        18          I-18-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-17-A                 Uncertificated REMIC I Pass-Through Rate
        19          I-19-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-18-A                 Uncertificated REMIC I Pass-Through Rate
        20          I-20-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-19-A                 Uncertificated REMIC I Pass-Through Rate
        21          I-21-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-20-A                 Uncertificated REMIC I Pass-Through Rate
        22          I-22-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-21-A                 Uncertificated REMIC I Pass-Through Rate
        23          I-23-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-22-A                 Uncertificated REMIC I Pass-Through Rate
        24          I-24-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-23-A                 Uncertificated REMIC I Pass-Through Rate
        25          I-25-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-24-A                 Uncertificated REMIC I Pass-Through Rate
        26          I-26-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-25-A                 Uncertificated REMIC I Pass-Through Rate
        27          I-27-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-26-A                 Uncertificated REMIC I Pass-Through Rate
        28          I-28-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-27-A                 Uncertificated REMIC I Pass-Through Rate
        29          I-29-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-28-A                 Uncertificated REMIC I Pass-Through Rate
        30          I-30-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-29-A                 Uncertificated REMIC I Pass-Through Rate
        31          I-31-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-30-A                 Uncertificated REMIC I Pass-Through Rate
        32          I-32-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-31-A                 Uncertificated REMIC I Pass-Through Rate
        33          I-33-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-32-A                 Uncertificated REMIC I Pass-Through Rate
        34          I-34-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-33-A                 Uncertificated REMIC I Pass-Through Rate
        35          I-35-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-34-A                 Uncertificated REMIC I Pass-Through Rate
        36          I-36-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-35-A                 Uncertificated REMIC I Pass-Through Rate
        37          I-37-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-36-A                 Uncertificated REMIC I Pass-Through Rate
        38          I-38-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-37-A                 Uncertificated REMIC I Pass-Through Rate
        39          I-39-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-38-A                 Uncertificated REMIC I Pass-Through Rate
        40          I-40-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-39-A                 Uncertificated REMIC I Pass-Through Rate
        41          I-41-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-40-A                 Uncertificated REMIC I Pass-Through Rate
        42          I-42-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-41-A                 Uncertificated REMIC I Pass-Through Rate
        43          I-43-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-42-A                 Uncertificated REMIC I Pass-Through Rate
        44          I-44-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-43-A                 Uncertificated REMIC I Pass-Through Rate
        45          I-45-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-44-A                 Uncertificated REMIC I Pass-Through Rate
        46          I-46-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-45-A                 Uncertificated REMIC I Pass-Through Rate
        47          I-47-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-46-A                 Uncertificated REMIC I Pass-Through Rate
        48          I-48-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-47-A                 Uncertificated REMIC I Pass-Through Rate
        49          I-49-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-48-A                 Uncertificated REMIC I Pass-Through Rate
        50          I-50-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-49-A                 Uncertificated REMIC I Pass-Through Rate
        51          I-51-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-50-A                 Uncertificated REMIC I Pass-Through Rate
        52          I-52-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-51-A                 Uncertificated REMIC I Pass-Through Rate
        53          I-53-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-52-A                 Uncertificated REMIC I Pass-Through Rate
        54          I-54-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-53-A                 Uncertificated REMIC I Pass-Through Rate
        55          I-55-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-54-A                 Uncertificated REMIC I Pass-Through Rate
        56          I-56-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-55-A                 Uncertificated REMIC I Pass-Through Rate
        57          I-57-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-56-A                 Uncertificated REMIC I Pass-Through Rate
        58          I-58-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-57-A                 Uncertificated REMIC I Pass-Through Rate
        59          I-59-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-58-A                 Uncertificated REMIC I Pass-Through Rate
        60          I-60-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-59-A                 Uncertificated REMIC I Pass-Through Rate
        61          I-61-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-60-A                 Uncertificated REMIC I Pass-Through Rate
        62          I-62-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-61-A                 Uncertificated REMIC I Pass-Through Rate
        63          I-63-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-62-A                 Uncertificated REMIC I Pass-Through Rate
        64          I-64-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-63-A                 Uncertificated REMIC I Pass-Through Rate
        65          I-65-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-64-A                 Uncertificated REMIC I Pass-Through Rate
        66          I-66-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-65-A                 Uncertificated REMIC I Pass-Through Rate
        67          I-67-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-66-A                 Uncertificated REMIC I Pass-Through Rate
        68          I-68-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-67-A                 Uncertificated REMIC I Pass-Through Rate
        69          I-69-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-68-A                 Uncertificated REMIC I Pass-Through Rate
        70          I-70-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-69-A                 Uncertificated REMIC I Pass-Through Rate
        71          I-71-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-70-A                 Uncertificated REMIC I Pass-Through Rate
        72          I-72-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-71-A                 Uncertificated REMIC I Pass-Through Rate
        73          I-73-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-72-A                 Uncertificated REMIC I Pass-Through Rate
        74          I-74-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-73-A                 Uncertificated REMIC I Pass-Through Rate
        75          I-75-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-74-A                 Uncertificated REMIC I Pass-Through Rate
        76          I-76-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-75-A                 Uncertificated REMIC I Pass-Through Rate
        77          I-77-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-76-A                 Uncertificated REMIC I Pass-Through Rate
        78          I-78-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-77-A                 Uncertificated REMIC I Pass-Through Rate
        79          I-79-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-78-A                 Uncertificated REMIC I Pass-Through Rate
        80          I-80-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-79-A                 Uncertificated REMIC I Pass-Through Rate
        81          I-81-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-80-A                 Uncertificated REMIC I Pass-Through Rate
        82          I-82-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-81-A                 Uncertificated REMIC I Pass-Through Rate
        83          I-83-A through I-84-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-82-A                 Uncertificated REMIC I Pass-Through Rate
        84          I-84-A                               2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                         Uncertificated REMIC I Pass-Through Rate
                    I-1-A through I-83-A                 Uncertificated REMIC I Pass-Through Rate
    Thereafter      I-1-A through I-84-A                 Uncertificated REMIC I Pass-Through Rate

        REMIC II  Principal  Reduction  Amounts:  For any  Distribution  Date,  the amounts by
which the  principal  balances  of the  REMIC II  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 principal balance of the REMIC II Regular Interest LT1 after  distributions
               on the prior Distribution Date.

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

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

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

        (DELTA)Y1 =   the REMIC II Regular Interest LT1 Principal Reduction Amount.

        (DELTA)Y2 =   the REMIC II Regular Interest LT2 Principal Reduction Amount.

        (DELTA)Y3 =   the REMIC II Regular Interest LT3 Principal Reduction Amount.

        (DELTA)Y4 =   the REMIC II Regular Interest LT4 Principal Reduction Amount.

        P0 =   the aggregate  principal  balance of REMIC II  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 II  Regular  Interests LT1, LT2,
               LT3 and LT4 after  distributions  and the  allocation of Realized  Losses to be
               made on such Distribution Date.

        (DELTA)P =    P0 - P1 = the aggregate of the REMIC II 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  REMIC II Net WAC Rate  (stated as a monthly  rate) after giving  effect to
               amounts  distributed  and Realized Losses  allocated on the prior  Distribution
               Date.

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

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

        (gamma)0 =    the  lesser of (A) the sum for all  Classes of  Certificates  other than
               the Class SB  Certificates  and Class IO  Certificates  of the product for each
               Class of  (i) the monthly  interest  rate (as limited by the  REMIC II  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.

        (gamma)1 =    the  lesser of (A) the sum for all  Classes of  Certificates  other than
               the Class SB  Certificates  and Class IO  Certificates  of the product for each
               Class of  (i) the monthly  interest  rate (as limited by the  REMIC II  Net WAC
               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:
        (DELTA)Y1 = (DELTA)P - (DELTA)Y2 - Y3 - Y4;
        (DELTA)Y2 = (a/2){(a0R1 - a1R0)/R0R1};
        (DELTA)Y3 = (a(DELTA)P - (DELTA)Y2; and
        (DELTA)Y4 = (DELTA)Y3.
if both (DELTA)Y2 and (DELTA)Y3, as so determined, are non-negative numbers.  Otherwise:
        (1)    If (DELTA)Y2, as so determined, is negative, then
        (DELTA)Y2 = 0
        (DELTA)Y3 = a{a1R0P0 - a0R1P1}/{a1R0};
        (DELTA)Y4 = (DELTA)Y3; and
        (DELTA)Y1 = (DELTA)P - (DELTA)Y2 - (DELTA)Y3 - (DELTA)Y4.
        (2)    If (DELTA)Y3, as so determined, is negative, then
        (DELTA)Y3 = 0;
        (DELTA)Y2 = a{a0R1P1 - a1R0P0}/{2R1R0P1 - a1R0};
        (DELTA)Y4 = (DELTA)Y3; and
        (DELTA)Y1 = (DELTA)P - (DELTA)Y2 - (DELTA)Y3 - (DELTA)Y4.

        REMIC II  Realized  Losses:  Realized  Losses on the Mortgage Loans shall be allocated
to the REMIC II  Regular  Interests as follows.  The  interest  portion of Realized  Losses on
the Mortgage Loans, if any, shall be allocated among REMIC II  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  with  respect to Mortgage
Loans shall be allocated  to the REMIC II  Regular  Interests as follows:  first,  to REMIC II
Regular  Interests  LT2,  LT3  and  LT4,  pro-rata  according  to  their  respective  REMIC II
Principal  Reduction  Amounts  to the  extent  thereof  in  reduction  of  the  Uncertificated
Principal  Balance of such REMIC II Regular Interests and, second,  the remainder,  if any, of
such  principal  portion of such  Realized  Losses  shall be  allocated  to  REMIC II  Regular
Interest LT1 in reduction of the Uncertificated Principal Balance thereof.

        REMIC II Regular  Interests:  REMIC II Regular Interest LT1, REMIC II Regular Interest
LT2,  REMIC II  Regular  Interest  LT3,  REMIC II  Regular  Interest LT4 and REMIC II  Regular
Interest LT-IO.

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

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

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

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

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

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

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

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

        REMIC II  Regular  Interest  LT-IO: A regular  interest in REMIC II that is held as an
asset of  REMIC III,  that has no  initial  principal  balance,  that  bears  interest  at the
related Uncertificated  REMIC II Pass-Through Rate on its Uncertificated  Notional Amount, and
that has such other terms as are described herein.

        REMIC III:  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 II Regular Interests.

        REMIC III  Available  Distribution  Amount:  For any  Distribution  Date,  the  amount
distributed  from REMIC II to REMIC III on such  Distribution  Date in respect of the REMIC II
Regular Interests.

        REMIC III  Distribution  Amount:  For any Distribution  Date, the REMIC III  Available
Distribution  Amount  shall be  deemed  distributed  to the Class A  Certificates  and Class M
Certificates  in  respect  of the  portion  of such  Certificates  representing  ownership  of
REMIC III  Regular  Interests,  REMIC  III  Regular  Interests  SB-IO,  SB-PO  and IO and  the
Class R-1  Certificates  in respect of  Component  III  thereof in the  following  amounts and
priority:

        (i)    to  REMIC  IV  in  respect  of  REMIC III   Regular  Interest  IO,  the  amount
distributable   with  respect  to  such  REMIC III   Regular  Interest  as  described  in  the
Preliminary  Statement,   being  paid  from  and  in  reduction  of  the  REMIC III  Available
Distribution Amount for such Distribution Date;

        (ii)   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 (ii) but remaining unpaid from any prior  Distribution  Date,
being paid from and in  reduction  of the  REMIC III  Available  Distribution  Amount for such
Distribution Date;

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

        (iv)   the  Principal  Distribution  Amount  shall be  distributed  as follows,  to be
applied to reduce the  principal  balance of the  REMIC III  Regular  Interest  related to the
applicable  Certificates  in each case to the extent of the remaining  Principal  Distribution
Amount:

               (A)    first, to the Class A-1-A  Certificates,  Class A-1-B  Certificates  and
    Class  A-2  Certificates,  on a  pro  rata  basis  in  accordance  with  their  respective
    Certificate  Principal  Balances,  until the Certificate  Principal  Balances  thereof are
    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; and

        (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 related Pass Through Rate, on
a pro  rata  basis  based  on  unpaid  Prepayment  Interest  Shortfalls  previously  allocated
thereto;

        (vii)  to REMIC IV in  respect of REMIC III  Regular  Interests  SB-IO and SB-PO,  (A)
from the amount,  if any, of the REMIC III Available  Distribution  Amount remaining after the
foregoing  distributions,  the  sum of (I)  Accrued  Certificate  Interest  on  the  Class  SB
Certificates,  (II)  the  amount  of  any  Overcollateralization  Reduction  Amount  for  such
Distribution  Date and  (III)  for any  Distribution  Date  after  the  Certificate  Principal
Balance of each Class of Class A  Certificates  and Class M  Certificates  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

        (viii) to the Class R-1  Certificateholders  in respect of Component III thereof,  the
balance, if any, of the REMIC III Available  Distribution Amount.

        REMIC III Pass-Through  Rate: With respect to any Distribution  Date and (i) the REMIC
III Regular  Interest,  ownership of which is represented by the Class A-1-A  Certificates,  a
per annum  rate  equal to the least of (i) LIBOR  plus the  applicable  Margin  plus the Class
A-1-A  Swap Fee Amount  (expressed  as a per annum  rate  based on the  Certificate  Principal
Balance of the Class A-1-A  Certificates  immediately prior to such  Distribution  Date), (ii)
the REMIC II Net WAC Rate and (iii)  11.00%  per annum (ii) the REMIC III  Regular  Interests,
ownership  of which is is  represented  by the other  Class A and Class M  Certificates,  will
accrue  interest  at a per annum  rate  equal to the least of (i)  LIBOR  plus the  applicable
Margin, (ii) the REMIC II Net WAC Rate and (iii) 11.00%.

        REMIC III  Regular  Interest  SB-PO: A separate  uncertificated  beneficial  ownership
interest in REMIC III  issued  hereunder and  designated  as a Regular  Interest in REMIC III,
held as an asset of REMIC IV.  REMIC III  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  Overcollateralization  Amount as
set forth in the Preliminary Statement hereto.

        REMIC III  Regular  Interest  SB-IO: A separate  uncertificated  beneficial  ownership
interest in REMIC III  issued  hereunder and  designated  as a Regular  Interest in REMIC III,
held as an asset of REMIC IV.  REMIC III  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 III  Regular  Interest  IO:  A  separate  uncertificated   beneficial  ownership
interest in REMIC III  issued  hereunder and  designated  as a Regular  Interest in REMIC III,
held as an asset of REMIC IV.  REMIC III  Regular  Interest  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
REMIC II Regular Interest LT-IO.

        REMIC III  Regular  Interests:  REMIC III  Regular  Interests  SB-IO,  SB-PO  and  IO,
together  with  the  Class  A  Certificates  and  Class  M  Certificates  exclusive  of  their
respective rights and obligations under the Swap Agreements.

        REMIC IV: 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 REMIC III Regular  Interests  SB-IO,
SB-PO and IO.

        REMIC IV  Available  Distribution  Amount:  For any  Distribution  Date,  the  amounts
deemed  distributed  from  REMIC III  to  REMIC IV  on such  Distribution  Date in  respect of
REMIC III  Regular  Interests  SB-IO,  SB-PO and IO  pursuant to the  definition  of REMIC III
Distribution Amount.

        REMIC IV  Distribution  Amount:  For any  Distribution  Date,  the REMIC IV  Available
Distribution  Amount  shall be deemed  distributed  by REMIC IV to the holders of the Class SB
Certificates on account of REMIC IV Regular  Interest SB and to the  Certificate  Supplemental
Interest Trust Account on account of REMIC IV Regular Interest IO.

        REMIC IV Regular Interests.  Either of the separate beneficial  ownership interests in
REMIC IV  issued  hereunder and designated as a "regular  interest" in REMIC IV.  The REMIC IV
Regular  Interests shall be entitled to  distributions  of interest and principal,  subject to
the terms and conditions hereof, as set forth in the Preliminary Statement hereto.

        Required  Overcollateralization  Amount:  With  respect to any  Distribution  Date (i)
prior to the  Stepdown  Date,  an  amount  equal to 0.85% of the  aggregate  Stated  Principal
Balance of the Mortgage  Loans as of the Cut-off  Date;  (ii) on or after the  Stepdown  Date,
the  greater  of (x)  1.70% of the  outstanding  aggregate  Stated  Principal  Balance  of the
Mortgage Loans after giving effect to  distributions  made on that  Distribution  Date and (y)
the  Overcollateralization  Floor;  and (iii) on or after the Stepdown Date if a Trigger Event
is in  effect,  the  Required  Overcollateralization  Amount  for  the  immediately  preceding
Distribution Date; provided that the Required  Overcollateralization  Amount may be reduced so
long as written  confirmation  is obtained from each rating agency that the reduction will not
reduce the  ratings  assigned to the Class A  Certificates  and Class M  Certificates  by that
rating  agency below the lower of the  then-current  ratings or the ratings  assigned to those
certificates as of the closing date by that rating agency.

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

        Rule 144A Global Offered Certificate:  Not applicable.

        SB-AM  Swap  Agreement:  The  interest  rate swap  agreement  between  the  Supplement
Interest  Trust  Trustee,   on  behalf  of  the  Class  A   Certificateholders   and  Class  M
Certificateholders,  and the  Supplement  Interest  Trust  Trustee,  on behalf of the Class SB
Certificateholders,  evidenced  by the  confirmation  attached  hereto as  Exhibit  Five-A and
incorporated herein by reference.

        SB-A1A Swap  Agreement:  The  interest  rate swap  agreement  between  the  Supplement
Interest Trust Trustee,  on behalf of the Class A-1-A  Certificateholders,  and the Supplement
Interest  Trust  Trustee,  on  behalf  of the Class SB  Certificateholders,  evidenced  by the
confirmation attached hereto as Exhibit Five-B and incorporated herein by reference.

        Senior Certificate:  Any one of the Class A Certificates.

        Senior Enhancement  Percentage:  With respect to any Distribution Date, the percentage
obtained by dividing (x) 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,  by (y) the
aggregated   Stated   Principal   Balance  of  the  Mortgage  Loans  after  giving  effect  to
distributions to be made on that Distribution Date.

        Sixty-Plus Delinquency  Percentage:  With respect to any Distribution Date on or after
the Stepdown Date,  the arithmetic  average,  for each of the three  consecutive  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 Properties  over (y) the aggregate  Stated  Principal
Balance of all of the Mortgage Loans immediately preceding that Distribution Date.

        Specified  Condition:  Shall  have  the  meaning  set  forth in the  Certificate  Swap
Agreement or Class A-1-A Swap Agreement, as applicable.

        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 plus (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:  The  earlier  to  occur  of (i)  the  Distribution  Date  immediately
succeeding the Distribution Date on which the aggregate  Certificate  Principal Balance of the
Class A  Certificates  has  been  reduced  to  zero or (ii)  the  later  to  occur  of (x) the
Distribution  Date in June  2010  and (y) the  first  Distribution  Date on which  the  Senior
Enhancement  Percentage  (calculated for this purpose only after taking into account  payments
of  principal  on the  Mortgage  Loans due on the  related  Due Date or  received  during  the
related  Prepayment Period but prior to distribution of the Principal  Distribution  Amount in
respect of the Certificates  then entitled to distributions of principal on such  Distribution
Date) is greater than or equal to approximately 13.00.

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

           CLASS                     PERCENTAGE
             A                         87.00%
            M-1                        92.50%
            M-2                        95.60%
            M-3                        97.30%
            M-4                        98.30%


        Supplemental Interest Trust:  Together,  the separate trusts created and maintained by
the  Supplemental  Interest  Trust  Trustee  pursuant to Sections  4.09(a)  and  4.11(a).  The
primary  activities of the  Supplemental  Interest  Trust created  pursuant to this  Agreement
shall be:

               (i)    entering into and holding the Swap Agreements;

               (ii)   receiving  collections  or  making  payments  with  respect  to the Swap
        Agreements; and

               (iii)  engaging  in  other  activities  that are  necessary  or  incidental  to
        accomplish these limited  purposes,  which activities cannot be contrary to the status
        of the  Supplemental  Interest  Trust as a  qualified  special  purpose  entity  under
        existing accounting literature.

        Supplemental  Interest  Trust  Trustee:  Deutsche Bank Trust Company  Americas,  a New
York  banking  corporation,  not in its  individual  capacity,  but solely in its  capacity as
Supplemental  Interest Trust Trustee of the  Supplemental  Interest  Trust,  and any successor
thereto,  and  any  corporation  or  banking  association  resulting  from  or  surviving  any
consolidation  or  merger  to  which it or its  successors  may be a party  and any  successor
supplemental  interest  trust  trustee  as may  from  time  to time be  serving  as  successor
supplemental interest trust trustee hereunder.

        Swap  Agreement(s):  The Certificate  Swap Agreement,  the Class A-1-A Swap Agreement,
the SB-AM Swap Agreement or the SB-A1A Swap Agreement, as applicable.

        Swap  Agreement  Event of Default:  Shall have the same meaning  given the term "Event
of  Default"  in the  Certificate  Swap  Agreement  or the  Class  A-1-A  Swap  Agreement,  as
applicable.

        Swap  Counterparty  Trigger  Event:  With  respect  to any  Distribution  Date and the
related  swap  agreement,  (i) a Swap  Agreement  Event of Default,  with respect to which the
Certificate  Swap  Counterparty or Class A-1-A Swap Agreement,  respectively,  is a Defaulting
Party,  (ii) a  Termination  Event under the  Certificate  Swap  Agreement or Class A-1-A Swap
Agreement,  as applicable,  with respect to which the Certificate  Swap  Counterparty or Class
A-1-A Swap  Agreement,  respectively,  is the sole  Affected  Party,  or  (iii) an  additional
termination  event under the  Certificate  Swap  Agreement or Class A-1-A Swap  Agreement,  as
applicable,  with  respect to which the  Certificate  Swap  Counterparty  or Class  A-1-A Swap
Agreement,  respectively,  is the sole Affected Party. A Swap Counterparty Trigger Event under
one Swap  Agreement  shall not be a Swap  Counterparty  Trigger  Event  under  the other  Swap
Agreement.

        Swap LIBOR:  LIBOR as determined  pursuant to the Certificate  Swap Agreement or Class
A-1-A Swap Agreement, as applicable.

        Swap  Termination  Payment:  Upon the occurrence of an Early  Termination  Date of the
related Swap Agreement,  the payment to be made by the Supplemental  Interest Trust Trustee on
behalf of the  Supplemental  Interest  Trust to the  Certificate  Swap  Counterparty  or Class
A-1-A Swap Counterparty,  as applicable,  from payments from the Supplemental  Interest Trust,
or by the Certificate Swap Counterparty or Class A-1-A Swap  Counterparty,  as applicable,  to
the  Supplemental  Interest Trust Trustee for payment to the  Supplemental  Interest Trust, as
applicable,  pursuant to the terms of the  Certificate  Swap Agreement or the Class A-1-A Swap
Agreement, respectively.

        Temporary Regulation S Global Offered Certificate: Not applicable.

        Trigger Event: A Trigger Event is in effect with respect to any  Distribution  Date on
or  after  the  Stepdown  Date  if  either  (a)  the  Sixty-Plus  Delinquency  Percentage,  as
determined on that Distribution Date exceeds 40.00% of the Senior  Enhancement  Percentage for
that  Distribution  Date or (b) the aggregate  amount of Realized Losses on the Mortgage Loans
as a  percentage  of the initial  aggregate  Stated  Principal  Balance as of the Cut-off Date
exceeds the applicable amount set forth below:

o       June 2010 to May 2011:  0.20% with respect to June 2010, plus an additional  1/12th of
        0.35% for each month through May 2011.

o       June 2011 to May 2012:  0.55% with respect to June 2011, plus an additional  1/12th of
        0.40% for each month through May 2012.

o       June 2012 to May 2013:  0.95% with respect to June 2012, plus an additional  1/12th of
        0.15% for each month through May 2013.

o       June 2013 to May 2014:  1.10% with respect to June 2013, plus an additional  1/12th of
        0.15% for each month through May 2014.

o       June 2014 and thereafter: 1.25%.

        Uncertificated  Accrued  Interest:  With respect to any  Uncertificated  REMIC Regular
Interest  for any  Distribution  Date,  one month's  interest  at the  related  Uncertificated
Pass-Through Rate for such Distribution Date, accrued on the Uncertificated  Principal Balance
or  Uncertificated  Notional Amount,  as applicable,  immediately  prior to such  Distribution
Date.  Uncertificated  Accrued Interest for the  Uncertificated  REMIC 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)  shall be  allocated  among REMIC I Regular
Interests,  pro rata,  based on, and to the extent of,  Uncertificated  Accrued  Interest,  as
calculated  without  application of this sentence.  For purposes of calculating  the amount of
Uncertificated  Accrued  Interest  for the REMIC II  Regular  Interests  for any  Distribution
Date,  any  Prepayment  Interest  Shortfalls  and  Relief  Act  Shortfalls  (to the extent not
covered by Compensating  Interest)  shall be allocated  among the REMIC II Regular  Interests,
pro rata,  based on, and to the extent of,  Uncertificated  Accrued  Interest,  as  calculated
without  application of this sentence.  Uncertificated  Interest on REMIC III Regular Interest
SB-PO shall be zero.  Uncertificated  Accrued  Interest on REMIC III  Regular  Interest  SB-IO
for  each  Distribution  Date  shall  equal  Accrued  Certificate  Interest  for the  Class SB
Certificates.

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

        With  respect to REMIC II Regular  Interest  LT-IO and each  Distribution  Date listed
below,  the  aggregate  Uncertificated  Principal  Balance of the  REMIC I  Regular  Interests
ending with the designation "A" listed below:

                DISTRIBUTION DATE                                      REMIC I REGULAR INTERESTS
                        1                                                I-1-A through I-84-A
                        2                                                I-2-A through I-84-A
                        3                                                I-3-A through I-84-A
                        4                                                I-4-A through I-84-A
                        5                                                I-5-A through I-84-A
                        6                                                I-6-A through I-84-A
                        7                                                I-7-A through I-84-A
                        8                                                I-8-A through I-84-A
                        9                                                I-9-A through I-84-A
                       10                                                I-10-A through I-84-A
                       11                                                I-11-A through I-84-A
                       12                                                I-12-A through I-84-A
                       13                                                I-13-A through I-84-A
                       14                                                I-14-A through I-84-A
                       15                                                I-15-A through I-84-A
                       16                                                I-16-A through I-84-A
                       17                                                I-17-A through I-84-A
                       18                                                I-18-A through I-84-A
                       19                                                I-19-A through I-84-A
                       20                                                I-20-A through I-84-A
                       21                                                I-21-A through I-84-A
                       22                                                I-22-A through I-84-A
                       23                                                I-23-A through I-84-A
                       24                                                I-24-A through I-84-A
                       25                                                I-25-A through I-84-A
                       26                                                I-26-A through I-84-A
                       27                                                I-27-A through I-84-A
                       28                                                I-28-A through I-84-A
                       29                                                I-29-A through I-84-A
                       30                                                I-30-A through I-84-A
                       31                                                I-31-A through I-84-A
                       32                                                I-32-A through I-84-A
                       33                                                I-33-A through I-84-A
                       34                                                I-34-A through I-84-A
                       35                                                I-35-A through I-84-A
                       36                                                I-36-A through I-84-A
                       37                                                I-37-A through I-84-A
                       38                                                I-38-A through I-84-A
                       39                                                I-39-A through I-84-A
                       40                                                I-40-A through I-84-A
                       41                                                I-41-A through I-84-A
                       42                                                I-42-A through I-84-A
                       43                                                I-43-A through I-84-A
                       44                                                I-44-A through I-84-A
                       45                                                I-45-A through I-84-A
                       46                                                I-46-A through I-84-A
                       47                                                I-47-A through I-84-A
                       48                                                I-48-A through I-84-A
                       49                                                I-49-A through I-84-A
                       50                                                I-50-A through I-84-A
                       51                                                I-51-A through I-84-A
                       52                                                I-52-A through I-84-A
                       53                                                I-53-A through I-84-A
                       54                                                I-54-A through I-84-A
                       55                                                I-55-A through I-84-A
                       56                                                I-56-A through I-84-A
                       57                                                I-57-A through I-84-A
                       58                                                I-58-A through I-84-A
                       59                                                I-59-A through I-84-A
                       60                                                I-60-A through I-84-A
                       61                                                I-61-A through I-84-A
                       62                                                I-62-A through I-84-A
                       63                                                I-63-A through I-84-A
                       64                                                I-64-A through I-84-A
                       65                                                I-65-A through I-84-A
                       66                                                I-66-A through I-84-A
                       67                                                I-67-A through I-84-A
                       68                                                I-68-A through I-84-A
                       69                                                I-69-A through I-84-A
                       70                                                I-70-A through I-84-A
                       71                                                I-71-A through I-84-A
                       72                                                I-72-A through I-84-A
                       73                                                I-73-A through I-84-A
                       74                                                I-74-A through I-84-A
                       75                                                I-75-A through I-84-A
                       76                                                I-76-A through I-84-A
                       77                                                I-77-A through I-84-A
                       78                                                I-78-A through I-84-A
                       79                                                I-79-A through I-84-A
                       80                                                I-80-A through I-84-A
                       81                                                I-81-A through I-84-A
                       82                                                I-82-A through I-84-A
                       83                                                I-83-A through I-84-A
                       84                                                       I-84-A
                   thereafter                                                    $0.00

        With respect to REMIC III Regular Interest IO,  immediately  prior to any Distribution
Date,  an amount  equal to the  Uncertificated  Notional  Amount of REMIC II Regular  Interest
LT-IO.

        Uncertificated  Pass-Through Rate: The Uncertificated REMIC I Pass-Through Rate or the
Uncertificated REMIC II Pass-Through Rate, as applicable

        Uncertificated  Principal Balance: The principal amount of any Uncertificated  Regular
Interest  outstanding as of any date of determination.  The  Uncertificated  Principal Balance
of each  Uncertificated  Regular  Interest shall be reduced first by Realized Losses allocated
thereto  by the  definition  of  REMIC I  Realized  Losses  or REMIC II  Realized  Losses,  as
applicable,  and by all distributions of principal deemed made on such Uncertificated  Regular
Interest  on  such   Distribution   Date.  The   Uncertificated   Principal  Balance  of  each
Uncertificated  Regular  Interest  shall  never be less than zero.  With  respect to REMIC III
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  Regular Interests:  The REMIC I Regular Interests,  the REMIC II
Regular Interests and REMIC III Regular Interests SB-IO, SB-PO and IO.

        Uncertificated  REMIC I  Pass-Through  Rate:  With  respect  to each  REMIC I  Regular
Interest ending with the designation  "A", a per annum rate equal to the weighted  average Net
Mortgage  Rate of the  Mortgage  Loans  multiplied  by two  (2),  subject  to a  maximum  rate
of 10.4940%.  With respect to each REMIC I Regular  Interest ending with the designation  "B",
the greater of (x) a per annum rate equal to the excess,  if any, of (i) 2  multiplied  by the
weighted  average  Net  Mortgage  Rate  of the  Mortgage  Loans  over  (ii) 10.4940%  and  (y)
0.00000%.  With  respect to REMIC I Regular  Interest  A-I,  the  weighted  average of the Net
Mortgage Rates of the Mortgage Loans.

        Uncertificated  REMIC II Pass-Through  Rate: With respect to any Distribution Date and
(i) REMIC II Regular  Interests LT1 and LT2, the REMIC II Net WAC Rate,  (ii) REMIC II Regular
Interest LT3, zero (0.00%),  (iii) REMIC II Regular  Interest LT4,  twice the REMIC II Net WAC
Rate,  and (iv) REMIC II Regular  Interest  LT-IO,  the excess of (i) the weighted  average of
the  Uncertificated  REMIC I Pass-Through  Rates for REMIC I Regular Interests ending with the
designation "A", over (ii) 2 multiplied by Swap LIBOR.

        Underwriter:  Credit Suisse Securities (USA) LLC.






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 Reuters  Screen  LIBOR01 Page as of 11:00
a.m.,  London time, on such LIBOR Rate  Adjustment  Date.  "Reuters  Screen LIBOR01" means the
display  designated  as that page on the  Reuters  Monitor  Money Rates (or such other page as
may replace such page 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 will 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,  after  consultation  with  the  Master
Servicer,  shall  select an  alternative  comparable  index  (over  which the  Trustee  has no
control),  used for  determining  one-month  Eurodollar  lending rates that is calculated  and
published (or otherwise made available) by an independent party.

        The  establishment  of LIBOR by the Trustee and the Master  Servicer on any LIBOR Rate
Adjustment Date and the Master  Servicer's  subsequent  calculation of the  Pass-Through  Rate
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 will supply to any  Certificateholder  so requesting by telephone by calling (800)
735-7777 the Pass-Through  Rate on the LIBOR  Certificates for the current and the immediately
preceding Interest Accrual Period.

        Notwithstanding  the  foregoing,  for the  purpose  of  determining  the amount of any
payment  to be made  under  the  Certificate  Swap  Agreement,  LIBOR  will be  calculated  as
provided in the Certificate Swap Agreement.

Section 1.03.  Use of Words and Phrases.

        "Herein," "hereby,"  "hereunder,"  "hereof,"  "hereinbefore,"  "hereinafter" and other
equivalent  words refer to the Pooling and  Servicing  Agreement  as a whole.  All  references
herein to Articles,  Sections or Subsections shall mean the corresponding  Articles,  Sections
and  Subsections  in the Pooling and Servicing  Agreement.  The  definitions  set forth herein
include both the singular and the plural.

        References in the Pooling and Servicing  Agreement to "interest" on and "principal" of
the Mortgage Loans shall mean, with respect to the Sharia  Mortgage Loans, if any,  amounts in
respect of profit payments and acquisition payments, respectively.







ARTICLE II

                                CONVEYANCE OF MORTGAGE LOANS;
                              ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01.  Conveyance of Mortgage Loans.

        (See Section 2.01 of the Standard Terms).

Section 2.02.  Acceptance by Trustee.

        (See Section 2.02 of the Standard Terms).

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

(a)     (See Section 2.03(a) of the Standard Terms).

(b)     The  Company  hereby  represents  and  warrants  to the  Trustee  for the  benefit  of
Certificateholders  that as of the Closing Date (or, if otherwise  specified  below, as of the
date so specified and provided that the  percentages of the Mortgage  Loans  described in this
clause (b) are approximate  percentages by aggregate  Stated Principal  Balance  determined as
of the Cut-off Date after deducting payments due during the month of the Cut-off Date):

(i)     No Mortgage  Loan is 30 or more days  Delinquent  in payment of principal and interest
               as of the Cut-off Date and no Mortgage  Loan has been so  Delinquent  more than
               once in the 12-month period prior to the Cut-off Date;

(ii)    The  information set forth in Exhibit One hereto with respect to each Mortgage Loan or
               the  Mortgage  Loans,  as the case may be, is true and correct in all  material
               respects at the date or dates respecting which such information is furnished;

(iii)   The Mortgage Loans are adjustable-rate  mortgage loans with Monthly Payments due, with
               respect to a majority  of the  Mortgage  Loans,  on the first day of each month
               and terms to maturity at origination or modification of not more than 30 years;

(iv)    To the best of the Company's  knowledge,  each Mortgage Loan is required to be covered
               by a standard  hazard  insurance  policy.  If a  Mortgage  Loan is secured by a
               Mortgaged Property with a Loan-to-Value  Ratio at origination in excess of 80%,
               such  Mortgage Loan is the subject of a Primary  Insurance  Policy that insures
               (a) at least  35% of the  Stated  Principal  Balance  of the  Mortgage  Loan at
               origination if the  Loan-to-Value  Ratio is between 100.00% and 95.01%,  (b) at
               least 30% of the Stated  Principal  Balance of the Mortgage Loan at origination
               if the  Loan-to-Value  Ratio is between 95.00% and 90.01%,  (c) at least 25% of
               such balance if the  Loan-to-Value  Ratio is between  90.00% and 85.01% and (d)
               at least 12% of such balance if the  Loan-to-Value  Ratio is between 85.00% and
               80.01%.  To the best of the Company's  knowledge,  each such Primary  Insurance
               Policy is in full force and effect and the Trustee is entitled to the  benefits
               thereunder;

(v)     The  issuers  of  the  Primary  Insurance  Policies  are  insurance   companies  whose
               claims-paying abilities are currently acceptable to each Rating Agency;

(vi)    No more than  approximately  1.2% of the  Mortgage  Loans  are  secured  by  Mortgaged
               Properties  located  in any one zip code  area in  Virginia,  and no more  than
               approximately  0.9% of the Mortgage  Loans are secured by Mortgaged  Properties
               located in any one zip code area outside Virginia;

(vii)   The  improvements  upon the Mortgaged  Properties are insured against loss by fire and
               other hazards as required by the Program Guide,  including  flood  insurance if
               required  under the  National  Flood  Insurance  Act of 1968,  as amended.  The
               Mortgage  requires the  Mortgagor to maintain  such  casualty  insurance at the
               Mortgagor's  expense,  and on the Mortgagor's  failure to do so, authorizes the
               holder  of  the  Mortgage  to  obtain  and  maintain  such   insurance  at  the
               Mortgagor's expense and to seek reimbursement therefor from the Mortgagor;

(viii)  Immediately prior to the assignment of the Mortgage Loans to the Trustee,  the Company
               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 assignment  validly transfers
               ownership  of the  Mortgage  Loans to the Trustee free and clear of any pledge,
               lien, encumbrance or security interest;

(ix)    No more than  approximately  52.8% of the  Mortgage  Loans were  underwritten  under a
               reduced loan documentation  program,  no more than approximately  18.71% of the
               Mortgage Loans were underwritten under a no-stated income program,  and no more
               than  approximately  6.49% of the Mortgage Loans were  underwritten  under a no
               income/no asset program;

(x)     Except with respect to no more than  approximately  20.53% of the Mortgage Loans,  the
               Mortgagor  represented  in its loan  application  with  respect to the  related
               Mortgage Loan that the Mortgaged Property would be owner-occupied;

(xi)    None of the Mortgage Loans is a Buy-Down Mortgage Loan;

(xii)   Each Mortgage Loan  constitutes a qualified  mortgage under Section  860G(a)(3)(A)  of
               the Code and Treasury  Regulation Section  1.860G-2(a)(1),  (2), (4), (5), (6),
               (7) and (9) without reliance on the provisions of Treasury  Regulation  Section
               1.860G-2(a)(3)  or  Treasury  Regulation  Section  1.860G-2(f)(2)  or any other
               provision  that  would  allow a Mortgage  Loan to be  treated  as a  "qualified
               mortgage"  notwithstanding  its  failure  to meet the  requirements  of Section
               860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1),  (2),
               (4), (5), (6), (7) and (9);

(xiii)  A policy of title  insurance was effective as of the closing of each Mortgage Loan and
               is valid  and  binding  and  remains  in full  force  and  effect,  unless  the
               Mortgaged  Properties  are  located  in the  State  of Iowa  and an  attorney's
               certificate has been provided as described in the Program Guide;

(xiv)   None of the Mortgage Loans are Cooperative Loans;

(xv)    No more than approximately 0.2% of the Mortgage Loans are Sharia Mortgage Loans;

(xvi)   With respect to each  Mortgage Loan  originated  under a  "streamlined"  Mortgage Loan
               program  (through  which no new or updated  appraisals of Mortgaged  Properties
               are obtained in connection  with the refinancing  thereof),  the related Seller
               has represented that either (a) the value of the related Mortgaged  Property as
               of the date the Mortgage  Loan was  originated  was not less than the appraised
               value of such property at the time of origination  of the  refinanced  Mortgage
               Loan or (b) the  Loan-to-Value  Ratio  of the  Mortgage  Loan as of the date of
               origination  of the Mortgage Loan  generally  meets the Company's  underwriting
               guidelines;

(xvii)  Interest  on  each  Mortgage  Loan  is  calculated  on the  basis  of a  360-day  year
               consisting of twelve 30-day months;

(xviii) None of the Mortgage Loans contain in the related  Mortgage File a Destroyed  Mortgage
               Note;

(xix)   None of the Mortgage Loans have been made to International Borrowers;

(xx)    No Mortgage Loan  provides for payments  that are subject to reduction by  withholding
               taxes levied by any foreign (non-United States) sovereign government; and

(xxi)   None of the Mortgage  Loans are Additional  Collateral  Loans and none of the Mortgage
               Loans are Pledged Asset Loans.

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

        Upon  discovery  by any of the  Company,  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) that 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)(xii),  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
Company  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  Company  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 or repurchase  must occur within 90 days from the date such breach
was discovered.  Any such  substitution  shall be effected by the Company 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  Company  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.

Section 2.04.  Representations and Warranties of Sellers.

        (See Section 2.04 of the Standard Terms).

Section 2.05.  Execution  and  Authentication  of   Certificates/Issuance   of  Certificates
Evidencing Interests in REMICs.

        The Trustee  acknowledges  the assignment to it of the Mortgage Loans and the delivery
of the  Custodial  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
and/or the  applicable  REMIC,  receipt  of which is hereby  acknowledged.  Concurrently  with
such delivery and in exchange  therefor,  the Trustee,  pursuant to the written request of the
Company  executed by an officer of the Company,  has  executed and caused to be  authenticated
and  delivered to or upon the order of the Company the Class R-1  Certificates  in  authorized
denominations  Component I of which,  together  with the REMIC I Regular  Interests,  evidence
the  beneficial  interest in REMIC I, and  Component II of which,  together  with the REMIC II
Regular Interests, evidence the beneficial interest in REMIC II.

Section 2.06.  Conveyance  of  Uncertificated  REMIC  Regular  Interests;  Acceptance  by the
Trustee.

        The Company,  as of the Closing Date, and concurrently with the execution and delivery
hereof,  does hereby assign without recourse all the right,  title and interest of the Company
in and to the  Uncertificated  REMIC  Regular  Interests to the Trustee for the benefit of the
Holders of each Class of  Certificates  (other than the Class R-1  Certificates  in respect of
Components  I and II, and with  respect to REMIC III Regular  Interests  SB-IO,  SB-PO and IO,
the Class R-1  Certificates in respect of Components  III). The Trustee  acknowledges  receipt
of the  Uncertificated  REMIC  Regular  Interests and declares that it holds and will hold the
same in trust for the  exclusive  use and benefit of all  present  and future  Holders of each
Class of  Certificates  (other than the Class R-1  Certificates in respect of Components I and
II,  and with  respect  to REMIC III  Regular  Interests  SB-IO,  SB-PO and IO,  the Class R-1
Certificates  in  respect  of  Components  III).  The  rights of the  Holders of each Class of
Certificates  (other than the Class R-1  Certificates  in respect of  Components  I and II) to
receive  distributions  from the  proceeds  of REMIC III in  respect of such  Classes  and the
rights of the Holders of the Class SB Certificates  and the Class R-X  Certificates to receive
distributions  from the  proceeds of REMIC IV in respect of such  Classes,  and all  ownership
interests  of the  Holders  of such  Classes in such  distributions,  shall be as set forth in
this Agreement.

Section 2.07.  Issuance of Certificates Evidencing Interest in REMIC III and REMIC IV.

        The Trustee  acknowledges  the  assignment to it of the  Uncertificated  REMIC Regular
Interests,  and,  concurrently  therewith  and in exchange  therefor,  pursuant to the written
request of the Company  executed by an officer of the  Company,  the Trustee has  executed and
caused  to be  authenticated  and  delivered  to or upon  the  order of the  Company,  (i) all
Classes of Certificates  (other than the Class SB Certificates  and the Class R-1 Certificates
in respect of Components I and II) in  authorized  denominations,  which,  together with REMIC
III Regular  Interests  SB-IO,  SB-PO and IO, evidence the beneficial  interests in the entire
REMIC III and (ii) the  Class SB and Class R-X  Certificates  which  evidence  the  beneficial
interests in the entire REMIC IV.

Section 2.08.  Purposes and Powers of the Trust.

        (See Section 2.08 of the Standard Terms.)

Section 2.09.  Agreement Regarding Ability to Disclose.

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








ARTICLE III

                        ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01.  Master Servicer to Act as Servicer.  (See Section 3.01 of the Standard Terms)

Section 3.02.  Subservicing Agreements Between Master Servicer and Subservicers;  Enforcement
                      of  Subservicers'  and  Sellers'  Obligations.  (See Section 3.02 of the
Standard Terms)

Section 3.03.  Successor Subservicers.  (See Section 3.03 of the Standard Terms)

Section 3.04.  Liability of the Master Servicer.  (See Section 3.04 of the Standard Terms)

Section 3.05.  No   Contractual   Relationship   Between   Subservicer   and   Trustee   or
                      Certificateholders.  (See Section 3.05 of the Standard Terms)

Section 3.06.  Assumption or Termination of Subservicing  Agreements by Trustee.  (See Section
3.06 of the Standard Terms)

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

        (a)           (See Section 3.07(a) of the Standard Terms)

        (b)           (See Section 3.07(b) of the Standard Terms)

        (c)           (See Section 3.07(c) of the Standard Terms)

        (d)           (See Section 3.07(d) of the Standard Terms)

        (e)           Notwithstanding  Section  3.07(a),  The Master  Servicer shall not waive
(or permit a  Subservicer  to waive) any  Prepayment  Charge  unless:  (i) the  enforceability
thereof  shall have been  limited by  bankruptcy,  insolvency,  moratorium,  receivership  and
other similar laws relating to creditors'  rights generally,  (ii) the enforcement  thereof is
illegal,  or any local,  state or federal agency has threatened legal action if the prepayment
penalty  is  enforced,  (iii)  the  collectability  thereof  shall  have been  limited  due to
acceleration  in  connection  with a  foreclosure  or other  involuntary  payment or (iv) such
waiver is  standard  and  customary  in  servicing  similar  Mortgage  Loans and  relates to a
default or a  reasonably  foreseeable  default and would,  in the  reasonable  judgment of the
Master  Servicer,  maximize  recovery of total proceeds  taking into account the value of such
Prepayment  Charge and the related  Mortgage Loan. In no event will the Master  Servicer waive
a Prepayment  Charge in connection  with a refinancing  of a Mortgage Loan that is not related
to a default or a  reasonably  foreseeable  default.  If a  Prepayment  Charge is waived,  but
does not meet the standards  described  above,  then the Master  Servicer is required to remit
the  amount of such  waived  Prepayment  Charge  to the  Trustee  at the time that the  amount
prepaid on the related  Mortgage Loan is required to be deposited into the Custodial  Account,
and upon  receipt  thereof and written  direction  with  respect  thereto,  the Trustee  shall
deposit such amount into the  Certificate  Account.  Notwithstanding  any other  provisions of
this Agreement,  any payments made by the Master Servicer in respect of any waived  Prepayment
Charges  pursuant  to this  Section  shall be deemed to be paid  outside of the Trust Fund and
not part of any REMIC.

Section 3.08.  Subservicing  Accounts;  Servicing Accounts.  (See Section 3.08 of the Standard
Terms)

Section 3.09.  Access to Certain  Documentation and Information  Regarding the Mortgage Loans.
                       (See Section 3.09 of the Standard Terms)

Section 3.10.  Permitted  Withdrawals  from the  Custodial  Account.  (See Section 3.10 of the
Standard Terms)

Section 3.11.  Maintenance of the Primary Insurance  Policies;  Collections  Thereunder.  (See
Section 3.011 of the Standard Terms)

Section 3.12.  Maintenance  of Fire  Insurance  and  Omissions  and  Fidelity  Coverage.  (See
Section 3.12 of the Standard Terms)

Section 3.13.  Enforcement of Due-on-Sale Clauses;  Assumption and Modification  Agreements;
                      Certain Assignments.  (See Section 3.13 of the Standard Terms)

Section 3.14.  Realization  Upon Defaulted  Mortgage Loans.  (See Section 3.14 of the Standard
Terms)

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

(a)     (See Section 3.15(a) of the Standard Terms)

(b)     (See Section 3.15(b) of the Standard Terms)

(c)     (See Section 3.15(c) of the Standard Terms)

Section 3.16.  Servicing and Other Compensation; Compensating Interest.

               (a)    (See Section 3.16(a) of the Standard Terms)

               (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  (but not  including  Prepayment  Charges)  shall be
        retained by the Master  Servicer or the  Subservicer  to the extent  provided  herein,
        subject to clause (e) below.  Prepayment  charges, if any, shall be deposited into the
        Certificate  Account and shall be paid on each Distribution Date to the holders of the
        Class SB Certificates in accordance with the Certificate Principal Balance thereof.

               (c)    (See Section 3.16(c) of the Standard Terms)

               (d)    (See Section 3.16(d) of the Standard Terms)

               (e)    (See Section 3.16(e) of the Standard Terms)

Section 3.17.  Reports to the Trustee  and the  Company.  (See  Section  3.17 of the  Standard
Terms)

Section 3.18.  Annual Statement as to Compliance.  (See Section 3.18 of the Standard Terms)

Section 3.19.  Annual Independent Public  Accountants'  Servicing Report. (See Section 3.19 of
the Standard Terms)

Section 3.20.  Rights of the Company in Respect of the Master Servicer.  (See  Section 3.20 of
the Standard Terms)

Section 3.21.  Administration of Buydown Funds.  (See Section 3.21 of the Standard Terms)

Section 3.22.  Advance Facility.  (See Section 3.22 of the Standard Terms)







ARTICLE IV

                                PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01.  Certificate Account.

(a)     The  Master  Servicer  on  behalf  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) all other  amounts  constituting
the Available Distribution Amount for the immediately succeeding Distribution Date.

               On or prior to the Business Day immediately  following each Determination Date,
the Master  Servicer shall  determine any amounts owed by the  Certificate  Swap  Counterparty
under the  Certificate  Swap Agreement and the Class A-1-A Swap  Counterparty  under the Class
A-1-A Swap  Agreement  and inform the  Supplemental  Interest  Trust Trustee in writing of the
amount so calculated.

(b)     (See Section 4.01(b) of the Standard Terms)

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 to the extent on deposit in
the  Certificate  Account for such date to the  interests  issued in respect of REMIC I, REMIC
II, REMIC III and REMIC IV, 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  in the
amounts and with the priorities set forth in the definition thereof.

                      (2)    On each  Distribution  Date,  the  REMIC II  Distribution  Amount
     shall be  distributed  by  REMIC II  to  REMIC III  on  account of the  REMIC II  Regular
     Interests in the amounts and with the priorities set forth in the definition thereof.

                      (3)    On each  Distribution  Date,  the REMIC III  Distribution  Amount
     shall be deemed to have been  distributed by REMIC III to the  Certificateholders  (other
     than the Class SB  Certificateholders)  on  account  of the REMIC III  Regular  Interests
     represented  thereby  and to REMIC IV on account of REMIC III  Regular  Interests  SB-IO,
     SB-PO and IO in the amounts and with the priorities set forth in the definition thereof.

                      (4)    On each  Distribution  Date,  the  REMIC IV  Distribution  Amount
     shall be deemed to have been  distributed by REMIC IV to the Class SB  Certificateholders
     on account of the REMIC IV Regular Interests as set forth in the definition thereof.

                      (5)    On each  Distribution  Date, the amount,  if any, deemed received
     by the holders of the Class SB  Certificates  in respect of REMIC IV Regular  Interest IO
     and  under the SB-AM  Swap  Agreement  shall be deemed to have been paid on behalf of the
     Class SB Certificates by the Trustee  pursuant to Section 4.09 in respect of the Net Swap
     Payment  owed to the  Certificate  Swap  Counterparty.  On each  Distribution  Date,  the
     amount,  if any, deemed  received by the holders of the Class SB  Certificates  under the
     SB-A1A  Swap  Agreement  shall be  deemed  to have  been  paid on  behalf of the Class SB
     Certificates  by the Trustee  pursuant to Section 4.11 in respect of the Net Swap Payment
     owed to the Class A-1-A Swap  Counterparty.  On each  Distribution  Date, the amount,  if
     any,  received by the  Supplememental  Interest Trust Trustee from the  Certificate  Swap
     Counterparty  in respect  of the  Certificate  Swap  Agreement  and the Class  A-1-A Swap
     Counterparty  in respect of the Class A-1-A Swap  Agreement  shall be deemed to have been
     received  by  the  Supplemental   Interest  Trust  Trustee  on  behalf  of  the  Class SB
     Certificates.  On each  Distribution  Date,  amounts paid to the Class A Certificates and
     Class M  Certificates  pursuant to Section  4.02(c)(v) in respect of Basis Risk Shortfall
     (including any such amounts,  otherwise  distributable  to the Class A-1-A  Certificates,
     that are distributed to the Class A-1-A  Supplemental  Interest Trust Account for payment
     to the Class A-1-A Swap  Counterparty)  shall be deemed to have been paid by the Class SB
     Certificateholder  pursuant  to the SB-AM  Swap  Agreement.  On each  Distribution  Date,
     Class A-1-A Uncapped  Pass-Through Amounts paid to the Class A-1-A Certificates  pursuant
     to  Section  4.11(c),   less  the  Accrued  Certificate  Interest  for  the  Class  A-1-A
     Certificates  calculated  using the Net WAC Cap Rate and less any Basis  Risk  Shortfalls
     otherwise  distributable  to the Class  A-1-A  Certificates  from Excess Cash Flow in the
     absence of the Class A-1-A Swap  Agreement on such  Distribution  Date shall be deemed to
     have been paid by the Class SB Certificateholder pursuant to the SB-A1A Swap Agreement.

                      (6)    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 and the  Supplemental  Interest  Trust  Trustee,  shall
distribute to each  Certificateholder  of record on the next preceding Record Date (other than
as provided in Section 9.01 of the Standard Terms  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 clause (ix)(B)  below,  to the extent of Prepayment  Charges on deposit in the  Certificate
Account) and the Certificate Supplemental Interest Trust Account pursuant to Section 4.09(c):

(i)     The Interest Distribution Amount, sequentially:

                             (A)    first, to the Class A  Certificates,  on a pro rata basis,
               Accrued  Certificate  Interest due thereon for such  Distribution Date plus any
               Accrued  Certificate  Interest  due  thereon  remaining  unpaid  from any prior
               Distribution Date,  together with interest thereon at the related  Pass-Through
               Rate in effect for such Distribution  Date;  provided,  however,  that prior to
               the termination of the Class A-1-A Swap Agreement,  interest distributions that
               are otherwise  payable to Holders of the Class A-1-A  Certificates will instead
               be  deposited  in the Class  A-1-A  Supplemental  Interest  Trust  Account  for
               payment to the Class  A-1-A Swap  Counterparty,  and Holders of the Class A-1-A
               Certificates  will receive amounts payable by the Class A-1-A Swap Counterparty
               (as  described  in  Section  4.11(c)  below)  to the Class  A-1-A  Supplemental
               Interest Trust Account;

                             (B)    second,   to   the   Class   M-1   Certificates,   Accrued
               Certificate  Interest due thereon for such  Distribution  Date plus any Accrued
               Certificate  Interest due thereon remaining unpaid from any prior  Distribution
               Date,  together  with  interest  thereon at the  related  Pass-Through  Rate in
               effect for such Distribution Date;

                             (C)    third, to the Class M-2 Certificates  Accrued  Certificate
               Interest due thereon for such  Distribution  Date plus any Accrued  Certificate
               Interest  due  thereon  remaining  unpaid  from any  prior  Distribution  Date,
               together with interest thereon at the related  Pass-Through  Rate in effect for
               such Distribution Date;

                             (D)    fourth,   to   the   Class   M-3   Certificates    Accrued
               Certificate  Interest due thereon for such  Distribution  Date plus any related
               Accrued  Certificate  Interest  due  thereon  remaining  unpaid  from any prior
               Distribution Date,  together with interest thereon at the related  Pass-Through
               Rate in effect for such Distribution Date;

                             (E)    fifth,   to   the   Class   M-4   Certificates,    Accrued
               Certificate  Interest due thereon for such  Distribution  Date plus any Accrued
               Certificate  Interest due thereon remaining unpaid from any prior  Distribution
               Date,  together  with  interest  thereon at the  related  Pass-Through  Rate in
               effect for such Distribution Date;

(ii)    to the Class A Certificateholders  and Class M Certificateholders  from the amount, if
               any,  of  Available   Distribution   Amount   remaining   after  the  foregoing
               distributions,  the  Principal  Distribution  Amount,  which  amount  shall  be
               allocated in the manner and priority  set forth in Section  4.02(d),  until the
               aggregate  Certificate  Principal Balance of each Class of Class A Certificates
               and Class M Certificates has been reduced to zero;

(iii)   to the Class A Certificateholders  and Class M Certificateholders  from the amount, if
               any, of Excess  Cash Flow  remaining  after the  foregoing  distributions,  the
               amount of any  related  Prepayment  Interest  Shortfalls  with  respect  to the
               Mortgage  Loans for that  Distribution  Date,  to the  extent  not  covered  by
               Compensating  Interest  on  such  Distribution  Date,  which  amount  shall  be
               allocated to the Class A Certificateholders  and Class M Certificateholders  on
               a pro rata  basis,  based  on the  amount  of  Prepayment  Interest  Shortfalls
               allocated thereto for such Distribution Date;

(iv)    to the Class A Certificateholders  and Class M Certificateholders  from the amount, if
               any, of Excess  Cash Flow  remaining  after the  foregoing  distributions,  the
               amount  of any  Prepayment  Interest  Shortfalls  allocated  thereto  remaining
               unpaid from prior  Distribution  Dates  together with  interest  thereon at the
               related  Pass-Through Rate in effect for such  Distribution  Date, which amount
               shall  be   allocated   to  the   Class  A   Certificateholders   and  Class  M
               Certificateholders  on a pro rata  basis,  based on the  amount  of  Prepayment
               Interest Shortfalls remaining unpaid;

(v)     to the Class A  Certificates  and Class M  Certificates  from the  amount,  if any, of
               Excess Cash Flow remaining after the foregoing  distributions the amount of any
               Basis Risk  Shortfall  on such  Certificates,  which  amount shall be allocated
               first,  to the  Class A  Certificates  on a pro  rata  basis,  based  on  their
               respective  Basis  Risk  Shortfall  for  such  Distribution   Date,  and  then,
               sequentially,   to  the  Class  M-1,   Class  M-2,  Class  M-3  and  Class  M-4
               Certificateholders,  in  that  order;  provided,  however,  that  prior  to the
               termination  of  the  Class  A-1-A  Swap  Agreement,   any  amounts   otherwise
               distributable  to the Class  A-1-A  Certificates  in the  absence  of the Class
               A-1-A  Swap   Agreement   will  instead  be  distributed  to  the  Class  A-1-A
               Supplemental  Interest  Trust  Account  for  payment  to the Class  A-1-A  Swap
               Counterparty;

(vi)    to the holders of the Class A  Certificates  and Class M  Certificates,  on a pro rata
               basis,  based on Relief Act Shortfalls  allocated thereto for such Distribution
               Date,  the amount of any Relief Act Shortfalls  allocated  thereto with respect
               to the Mortgage Loans for such Distribution Date,

(vii)   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
               and Class M-4  Certificateholders,  in that order, the principal portion of any
               Realized Losses previously allocated to such Class and remaining unreimbursed;

(viii)  on a pro rata basis,  to (A) the Certificate  Supplemental  Interest Trust Account for
               payment to the Certificate Swap  Counterparty,  any Swap  Termination  Payments
               due to a Swap  Counterparty  Trigger  Event in  respect of the  Certicate  Swap
               Agreement or otherwise  unpaid pursuant to the  Certificate  Swap Agreement and
               (B) the Class  A-1-A  Supplemental  Interest  Trust  Account for payment to the
               Class A-1-A Swap  Counterparty,  any Swap  Termination  Payments  due to a Swap
               Counterparty  Trigger  Event in respect of the Class  A-1-A Swap  Agreement  or
               otherwise unpaid pursuant to the Class A-1-A Swap Agreement;

(ix)    to the Class SB Certificates in accordance with the Notional Amount thereof,  (A) from
               the amount,  if any, of the Available  Distribution  Amount remaining after the
               foregoing  distributions,  the sum of (I) Accrued Certificate Interest thereon,
               (II)  the  amount  of  any  Overcollateralization  Reduction  Amount  for  such
               Distribution  Date and (III) for any  Distribution  Date after the  Certificate
               Principal  Balance of each Class A Certificate and Class M Certificate has been
               reduced to zero, the Overcollateralization  Amount, (B) from Prepayment Charges
               on deposit in the Certificate  Account,  any Prepayment Charges received on the
               Mortgage Loans during the related  Prepayment Period, and (C) from the Net Swap
               Payments owed by the Certificate Swap Counterparty,  if any, the amount of such
               Net Swap Payments remaining after the foregoing distributions; and

(x)     to the Class R-1  Certificateholders in respect of Component III, the balance, if any,
               of the Available Distribution Amount.

        All payments of amounts in respect of Basis Risk  Shortfall  made  pursuant to Section
4.02(c)(v)  (including  any  such  amounts,   otherwise   distributable  to  the  Class  A-1-A
Certificates,  that are  distributed  to the Class A-1-A  Supplemental  Interest Trust Account
for payment to the Class A-1-A Swap Counterparty)  shall, for federal income tax purposes,  be
deemed to have been  distributed  from REMIC IV to the  holders  of the Class SB  Certificates
and then paid  outside of any REMIC to the  recipients  thereof  pursuant to an interest  rate
cap  contract.  By  accepting  their  Certificates  the Holders of the  Certificates  agree to
treat such payments in the manner  described in the preceding  sentence for purposes of filing
their income tax returns.

(d)     The Principal  Distribution Amount payable to the Class A Certificateholders and Class
M Certificateholders shall be distributed as follows:

(i)     first,  to the  Class  A-1-A  Certificates,  Class  A-1-B  Certificates  and Class A-2
               Certificates,  on  a  pro  rata  basis  in  accordance  with  their  respective
               Certificate  Principal  Balances,  until  the  Certificate  Principal  Balances
               thereof  are reduced to zero;  provided,  however,  that if a Swap  Termination
               Payment  (other  than a Swap  Termination  Payment  due to a Swap  Counterparty
               Trigger Event) is payable to the Class A-1-A Swap Counterparty  pursuant to the
               terms of the  Class  A-1-A  Swap  Agreement,  then the  portion  of the Class A
               Principal  Distribution  Amount  that  otherwise  would be  distributed  to the
               Holders of the Class A-1-A  Certificates in the absence of the Class A-1-A Swap
               Agreement  will  instead  be  distributed,  up  to  the  amount  of  such  Swap
               Termination  Payment remaining unpaid after  distributions of interest,  to the
               Class A-1-A  Supplement  Interest  Trust Account for payment to the Class A-1-A
               Swap Counterparty;

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

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

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

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

(e)     Notwithstanding  the  foregoing  clauses  (c)  and  (d),  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,  including,  without  limitation,  the  payment  of  current  and  unreimbursed
Prepayment  Interest  Shortfalls  pursuant  to  clauses  (c)(iii)  and  (iv)  and  Basis  Risk
Shortfall pursuant to clause (c)(v).

(f)     Each  distribution  with  respect  to a  Book-Entry  Certificate  shall be paid to the
Depository,  as Holder thereof,  and the Depository shall be solely  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")  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  Company  or the  Master
Servicer shall have any responsibility therefor.

(g)     [Reserved].

(h)     Except as  otherwise  provided in Section 9.01 of the  Standard  Terms,  if the Master
Servicer  anticipates  that a final  distribution  with  respect to any Class of  Certificates
will be made on a future  Distribution  Date, the Master Servicer shall, no later than 40 days
prior to such final  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  next  preceding  the month of
such  final  distribution,  distribute,  or cause to be  distributed,  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 related Interest  Accrual Period.  In the
event that  Certificateholders  required to surrender their  Certificates  pursuant to Section
9.01(c) of the Standard  Terms 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  non-interest  bearing
escrow account for the benefit of such  Certificateholders  as provided in Section  9.01(d) of
the Standard Terms.

Section 4.03.  Statements to Certificateholders;  Statements to the Rating Agencies; Exchange
Act Reporting.  (See Section 4.03 of the Standard Terms)

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

               (a)    (See Section 4.04(a) of the Standard Terms)

               (b)    (See Section 4.04(b) of the Standard Terms)

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.  All Realized Losses on the Mortgage Loans shall be allocated as follows:

        first,  to the  Excess  Cash  Flow as part of the  Principal  Distribution  Amount  as
provided  in Section  4.02(c),  to the extent of the  Excess  Cash Flow for such  Distribution
Date,

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

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

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

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

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

        seventh,  to the Class A  Certificates on a pro rata basis,  provided,  however,  that
losses otherwise  allocable to the Class A-1-A  Certificates and Class A-1-B Certificates will
be allocated first to the Class A-2 Certificates  until the Certificate  Principal  Balance of
the Class A-2 Certificates has been reduced to zero.

        As used herein,  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 in respect of such  Distribution
Date (without  regard to any  Compensating  Interest  allocated to the Available  Distribution
Amount for such Distribution Date) in the case of an interest portion of a Realized Loss.

(b)     Any  allocation of the principal  portion of Realized  Losses (other than Debt Service
Reductions) to any Class of Class A Certificates or Class M Certificates  on any  Distribution
Date 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,
until the Certificate  Principal Balance thereof has been reduced to zero;  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)  to any Class of Class A Certificates  or Class M  Certificates  on
any  Distribution  Date 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).  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.

(c)     Realized  Losses shall be allocated  among the REMIC I Regular  Interests  pursuant to
the definition of REMIC I Realized Losses and the REMIC II Regular  Interests  pursuant to the
definition of REMIC II Realized Losses.

(d)     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  in  accordance  with the  Notional  Amount  thereof.  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 REMIC III 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 REMIC III 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 REMIC III
Regular  Interest  SB-PO  until such  principal  balance  shall have been  reduced to zero and
thereafter to reduce accrued and unpaid interest on REMIC III Regular Interest SB-IO.

Section 4.06.  Reports of  Foreclosures  and Abandonment of Mortgaged  Property.  (See Section
4.06 of the Standard Terms.)

Section 4.07.  Optional  Purchase  of  Defaulted  Mortgage  Loans.  (See  Section  4.07 of the
Standard Terms.)

Section 4.08.  Surety Bond.  (See Section 4.08 of the Standard Terms.)

Section 4.09.  Certificate Swap Agreement.

(a)     On the Closing Date, the  Supplemental  Interest Trust Trustee shall (i) establish and
maintain  in its name,  in trust for the  benefit of the  Certificateholders  (other  than the
Class R  Certificateholders),  the  Certificate  Supplemental  Interest Trust Account and (ii)
for the benefit of the Certificateholders  (other than the Class R Certificateholders),  cause
the Supplemental Interest Trust to enter into the Certificate Swap Agreement.

(b)     The Supplemental Interest Trust Trustee shall deposit in the Certificate  Supplemental
Interest  Trust  Account all  payments  that are payable to the  Supplemental  Interest  Trust
under  the  Certificate  Swap  Agreement.  Net Swap  Payments  and Swap  Termination  Payments
(other than Swap  Termination  Payments  resulting  from a Swap  Counterparty  Trigger  Event)
payable by the  Supplemental  Interest  Trust Trustee on behalf of the  Supplemental  Interest
Trust to the Certificate  Swap  Counterparty  pursuant to the Certificate Swap Agreement shall
be  excluded  from  the  Available  Distribution  Amount  and  paid  to the  Certificate  Swap
Counterparty  prior  to any  distributions  to the  Certificateholders.  On each  Distribution
Date,  such  amounts  will be  remitted  by the  Supplemental  Interest  Trust  Trustee to the
Certificate   Supplemental  Interest  Trust  Account  for  payment  to  the  Certificate  Swap
Counterparty,  first to make any Net Swap Payment owed to the  Certificate  Swap  Counterparty
pursuant to the  Certificate  Swap  Agreement for such  Distribution  Date, and second to make
any Swap  Termination  Payment  (not due to a Swap  Counterparty  Trigger  Event)  owed to the
Certificate   Swap   Counterparty   pursuant  to  the  Certificate  Swap  Agreement  for  such
Distribution  Date.  For federal  income tax  purposes,  such amounts paid to the  Certificate
Supplemental  Interest Trust Account on each  Distribution  Date shall first be deemed paid to
the Certificate  Supplemental  Interest Trust Account in respect of REMIC IV  Regular Interest
IO to the extent of the amount  distributable  on such  REMIC IV  Regular  Interest IO on such
Distribution  Date,  and  any  remaining  amount  shall  be  deemed  paid  to the  Certificate
Supplemental  Interest  Trust  Account  in  respect  of the  SB-AM  Swap  Agreement.  Any Swap
Termination  Payment  triggered by a Swap  Counterparty  Trigger Event owed to the Certificate
Swap  Counterparty  pursuant  to the  Certificate  Swap  Agreement  will  be  subordinated  to
distributions  to the Holders of the Class A Certificates  and Class M Certificates  and shall
be paid as set forth under Section 4.02.

(c)     Net Swap Payments  payable by the Certificate  Swap  Counterparty to the  Supplemental
Interest  Trust  Trustee  on  behalf  of  the  Supplemental  Interest  Trust  pursuant  to the
Certificate  Swap  Agreement  shall be deposited by the  Supplemental  Interest  Trust Trustee
into the  Certificate  Supplemental  Interest Trust Account and shall be applied in accordance
with Section 4.02.

(d)     Subject to Sections 8.01 and 8.02 of the Standard  Terms,  the  Supplemental  Interest
Trust  Trustee  agrees  to comply  with the terms of the  Certificate  Swap  Agreement  and to
enforce the terms and provisions  thereof  against the  Certificate  Swap  Counterparty at the
written  direction  of the  Holders  of  Certificates  entitled  to at least 51% of the Voting
Rights,  or if the  Supplemental  Interest  Trust Trustee does not receive such direction from
such Certificateholders, then at the written direction of Residential Funding.

(e)     The  Certificate  Supplemental  Interest  Trust Account shall be an Eligible  Account.
Amounts held in the  Certificate  Supplemental  Interest Trust Account from time to time shall
continue to constitute  assets of the Trust Fund,  but not of the REMICs,  until released from
the  Certificate  Supplemental  Interest  Trust  Account  pursuant to this  Section 4.09.  The
Certificate  Supplemental  Interest Trust Account constitutes an "outside reserve fund" within
the  meaning of  Treasury  Regulation Section 1.860G-2(h)  and is not an asset of the  REMICs.
The Class SB  Certificateholders  shall be the owners of the Certificate Supplemental Interest
Trust Account.  The  Supplemental  Interest  Trust Trustee shall keep records that  accurately
reflect the funds on deposit in the  Certificate  Supplemental  Interest  Trust  Account.  The
Supplemental  Interest Trust Trustee shall, at the written  direction of the Master  Servicer,
invest  amounts  on  deposit  in  the  Certificate  Supplemental  Interest  Trust  Account  in
Permitted  Investments.  In the  absence of written  direction  to the  Supplemental  Interest
Trust Trustee from the Master  Servicer,  all funds in the Certificate  Supplemental  Interest
Trust Account shall remain uninvested.

(f)     The  Supplemental  Interest Trust Trustee shall enter into the SB-AM Swap Agreement on
behalf of the Holders of the Class A Certificates  and Class M  Certificates  on the one hand,
and on behalf of the  Holders of the  Class SB  Certificates  on the other  hand.  Pursuant to
the SB-AM Swap Agreement,  all Holders of Certificates  (other than the Class SB  Certificates
and  Class R  Certificates)  shall be treated as having  agreed to pay,  on each  Distribution
Date, to the holder of the Class SB  Certificates an aggregate amount equal to the excess,  if
any, of (i) the amount  payable on such  Distribution  Date on the REMIC III Regular  Interest
corresponding  to  such  Class  of  Certificates   less,  in  the  case  of  the  Class  A-1-A
Certificates,  the Class  A-1-A  Swap Fee Amount  (expressed  as a per annum rate based on the
Certificate  Principal  Balance  of the Class  A-1-A  Certificates  immediately  prior to such
Distribution  Date)  over  (ii) the  amount  payable  on such  Class of  Certificates  on such
Distribution Date (such excess, a "Class IO Distribution  Amount").  In addition,  pursuant to
the SB-AM  Swap  Agreement,  the  Holders  of the  Class SB  Certificates  shall be treated as
having agreed to pay, on each  Distribution  Date,  the related  Basis Risk  Shortfalls to the
Certificateholders  (other than the Class R  Certificateholders)  (including any such amounts,
otherwise  distributable  to the Class A-1-A  Certificates,  that are distributed to the Class
A-1-A  Supplemental  Interest Trust Account for payment to the Class A-1-A Swap  Counterparty)
in  accordance  with the  terms of this  Agreement.  Any  payments  to the  Certificates  from
amounts  deemed  received in respect of the SB-AM Swap  Agreement  shall not be payments  with
respect to a "regular  interest"  in a REMIC  within the  meaning of Code  Section 860G(a)(1).
However,  any payment from the Certificates (other than the Class SB  Certificates and Class R
Certificates)  of a Class IO  Distribution  Amount shall be treated for tax purposes as having
been  received  by the  Holders  of such  Certificates  in  respect  of the REMIC III  Regular
Interest  corresponding  to such Class of Certificates and as having been paid by such Holders
to  the  Certificate   Supplemental   Interest  Trust  Account  pursuant  to  the  SB-AM  Swap
Agreement.  Thus, each Certificate (other than the Class R  Certificates)  shall be treated as
representing  not  only  ownership  of  regular  interests  in  REMIC  III  or  REMIC  IV,  as
applicable,  but also ownership of an interest in, and obligations with respect to, a notional
principal contract.

(g)     Upon the  occurrence of an Early  Termination  Date, the  Supplemental  Interest Trust
Trustee shall use reasonable  efforts to appoint a successor  Certificate  Swap  Counterparty.
To the extent  that the  Supplemental  Interest  Trust  Trustee  receives  a Swap  Termination
Payment from the  Certificate  Swap  Counterparty,  the  Supplemental  Interest  Trust Trustee
shall  apply  such  Swap  Termination   Payment  to  appoint  a  successor   Certificate  Swap
Counterparty.  In the event  that the  Supplemental  Interest  Trust  Trustee  receives a Swap
Termination  Payment from the  Certificate  Swap  Counterparty  and a replacement  Certificate
Swap  Agreement or similar  agreement  cannot be obtained  within 30 days after receipt by the
Supplemental  Interest Trust Trustee of such Swap Termination  Payment,  then the Supplemental
Interest  Trust  Trustee  shall  deposit such Swap  Termination  Payment into a separate,  non
interest  bearing account and will, on each subsequent  Distribution  Date,  withdraw from the
amount  then  remaining  on deposit in such  reserve  account an amount  equal to the Net Swap
Payment,  if any, that would have been paid to the Supplemental  Interest Trust Trustee by the
original  Certificate  Swap  Counterparty  calculated  in  accordance  with  the  terms of the
original   Certificate   Swap  Agreement,   and  deposit  such  amount  into  the  Certificate
Supplemental  Interest Trust Account for  distribution on such  Distribution  Date pursuant to
Section 4.02(c).  To the extent that the  Supplemental  Interest  Trust Trustee is required to
pay a Swap  Termination  Payment to the  Certificate  Swap  Counterparty,  any upfront payment
received from the  counterparty  to a replacement  Certificate  Swap Agreement will be used to
pay such Swap  Termination  Payment prior to using any portion of the  Available  Distribution
Amount for such Distribution Date.

Section 4.10.  Certificate Swap Agreement Collateral Account.

(a)     The Supplemental  Interest Trust Trustee on behalf of the Supplemental  Interest Trust
shall  establish  and  maintain  the  Certificate  Swap  Agreement   Collateral   Account,   a
non-interest  bearing trust account,  in which  collateral  received from the Certificate Swap
Counterparty  pursuant to the  Certificate  Swap  Agreement  shall be deposited.  Funds in the
Certificate  Swap  Agreement  Collateral  Account may be invested in Permitted  Investments as
directed by the Certificate Swap  Counterparty in writing to the  Supplemental  Interest Trust
Trustee.  All such investments  shall be made in the name of the  Supplemental  Interest Trust
Trustee  and all  income and gain  realized  from the  investment  of funds  deposited  in the
Certificate  Swap  Agreement  Collateral  Account shall be for the benefit of the  Certificate
Swap  Counterparty.  At the time the Certificate  Swap  Counterparty  directs the Supplemental
Interest  Trust  Trustee to invest funds held in the  Certificate  Swap  Agreement  Collateral
Account,  the  Certificate  Swap  Counterparty  shall  agree  in  writing  to  deposit  in the
Certificate  Swap Agreement  Collateral  Account the amount of any loss of principal  incurred
in respect of any investment made with funds in such account  immediately  upon realization of
such  loss.  In the  absence  of  written  instructions  and the  agreement  described  in the
preceeding  sentence,  all funds in the Certificate  Swap Agreement  Collateral  Account shall
remain  uninvested.  The  Supplemental  Interest  Trust Trustee on behalf of the  Supplemental
Interest  Trust shall withdraw from the  Certificate  Swap  Agreement  Collateral  Account and
return  to  the  Certificate  Swap  Counterparty  collateral  held  in  the  Certificate  Swap
Agreement  Collateral  Account  as  provided  in the  Certificate  Swap  Agreement.  Upon  the
occurrence of a Swap  Agreement  Event of Default,  Specified  Condition or Early  Termination
Date  which  results  from a Swap  Agreement  Event of  Default or  Specified  Condition,  the
Supplemental  Interest Trust Trustee on behalf of the Supplemental  Interest Trust shall apply
any  proceeds in respect of  collateral  held in the  Certificate  Swap  Agreement  Collateral
Account to any amounts  payable by the  Certificate  Swap  Counterparty  under the Certificate
Swap Agreement.

(b)     The Supplemental  Interest Trust Trustee on behalf of the Supplemental  Interest Trust
shall give notice to the  Certificate  Swap  Counterparty  of the location of the  Certificate
Swap Agreement  Collateral  Account  maintained by it when established and prior to any change
thereof.

Section 4.11.  Class A-1-A Swap Agreement.

(a)     On the Closing Date, the  Supplemental  Interest Trust Trustee shall (i) establish and
maintain  in its name,  in trust for the benefit of the Class  A-1-A  Certificateholders,  the
Class A-1-A  Supplemental  Interest  Trust Account and (ii) for the benefit of the Class A-1-A
Certificateholders  and the  Class SB  Certificateholders,  cause  the  Supplemental  Interest
Trust to enter into the Class A-1-A Swap Agreement.

(b)     The Supplemental  Interest Trust Trustee on behalf of the Supplemental  Interest Trust
shall  deposit in the Class A-1-A  Supplemental  Interest  Trust Account all payments that are
payable to the Supplemental  Interest Trust Trustee under the Class A-1-A Swap Agreement.  The
Class  A-1-A Swap Fee Amount  shall be excluded  from the  Available  Distribution  Amount and
paid  to  the   Class   A-1-A   Swap   Counterparty   prior  to  any   distributions   to  the
Certificateholders.  Net Swap Payments payable by the  Supplemental  Interest Trust Trustee to
the Class A-1-A Swap  Counterparty  pursuant to the Class A-1-A Swap Agreement with respect to
each  Distribution  Date shall be paid to the Class A-1-A Swap  Counterparty  from  amounts on
deposit in the Class A-1-A  Supplement  Interest  Trust  Account in an amount equal to the sum
of:

               (i)    the Class A-1-A Swap Fee Amount;

               (ii)   an  amount  equal to the  product  of (A) the  Pass-Through  Rate on the
        Class  A-1-A  Certificates  for such  Distribution  Date,  (B) the  Class  A-1-A  Swap
        Notional  Amount  and (C) the  number  of days in the  related  calculation  period as
        provided  in the Class  A-1-A Swap  Agreement  (calculated  on the basis of the actual
        number of days) divided by 360; and

               (iii)  Basis Risk  Shortfalls,  if any,  otherwise  distributable  to the Class
        A-1-A  Certificates  from  Excess  Cash Flow in the  absence  of the Class  A-1-A Swap
        Agreement on such Distribution Date.

On each  Distribution  Date, such amounts will be remitted by the Supplemental  Interest Trust
Trustee  on  behalf  of the  Supplemental  Interest  Trust  to the  Class  A-1-A  Supplemental
Interest Trust Account for payment to the Class A-1-A Swap  Counterparty  to make any Net Swap
Payment owed to the Class A-1-A Swap  Counterparty  pursuant to the Class A-1-A Swap Agreement
for such  Distribution  Date.  For the  avoidance of doubt,  payments  made to the Class A-1-A
Swap  Counterparty  pursuant to this  Agreement  and the Class A-1-A Swap  Agreement  shall be
without  duplication.  For federal  income tax purposes,  the Class A-1-A Swap Fee Amount paid
to the Class A-1-A  Supplemental  Interest  Trust Account on each  Distribution  Date shall be
treated as having been received by the Holders of the Class A-1-A  Certificates  in respect of
the REMIC III  Regular  Interest  corresponding  to such Class of  Certificates  and as having
been  paid  by such  Holders  pursuant  to the  SB-A1A  Swap  Agreement.  Notwithstanding  the
foregoing,  if the Class A-1-A Swap Agreement  terminates  while the Class A-1-A  Certificates
remain outstanding and a Swap Termination  Payment (other than a Swap Termination  Payment due
to a Swap  Counterparty  Trigger  Event)  in  respect  thereof  is  owed  by the  Supplemental
Interest Trust Trustee on behalf of the  Supplemental  Interest  Trust in respect  thereof and
the Class  A-1-A Swap  Counterparty  has not been paid in full as of such  Distribution  Date,
the  Supplemental  Interest Trust Trustee on behalf of the  Supplemental  Interest Trust shall
be paid solely in accordance with Section 4.11(i) below.

(c)     Net Swap  Payments  paid by the Class  A-1-A  Swap  Counterparty  to the  Supplemental
Interest  Trust  Trustee on behalf of the  Supplemental  Interest  Trust  with  respect to any
Distribution  Date  pursuant  to the Class  A-1-A Swap  Agreement  shall be  deposited  by the
Supplemental  Interest Trust Trustee into the Class A-1-A Supplemental  Interest Trust Account
and only for such  Distribution  Date  shall be paid to the  Class  A-1-A  Certificates  in an
amount equal to the Uncapped Pass-Through Amount.

(d)     Following  distributions  of  Accrued  Certificate  Interest,   distributions  of  the
Principal  Distribution  Amount  and  distributions  of Excess  Cash  Flow,  the  Supplemental
Interest Trust Trustee,  on behalf of the  Supplemental  Interest  Trust,  will distribute all
amounts on deposit in the Class  A-1-A  Supplement  Interest  Trust  Account in the  following
amounts and order of priority:

               (i) first, to the Class A-1-A Swap  Counterparty,  any Net Swap Payment owed to
        the Class A-1-A Swap Counterparty;
               (ii)  second,  to the  Class  A-1-A  Swap  Counterparty,  any Swap  Termination
        Payment in respect of the Class  A-1-A  Swap  Agreement  owed to the Class  A-1-A Swap
        Counterparty not due to a Swap Counterparty Trigger Event;

               (iii)  third,  to the  Class  A-1-A  Certificates,  the  Class  A-1-A  Uncapped
        Pass-Through Amount;

               (iv) fourth, to the Class A-1-A Swap Counterparty,  an amount equal to any Swap
        Termination  Payment in respect of the Class  A-1-A Swap  Agreement  owed to the Class
        A-1-A Counterparty due to a Swap Counterparty Trigger Event; and

               (v) fifth, to the Class SB Certficateholders, any remaining amounts.

(e)     After the  occurrence  of a Class A-1-A Swap Event,  if on any  Distribution  Date the
Class A-1-A Certificates are outstanding,  in addition to the Accrued Certificate  Interest to
be  paid  to  the  Class  A-1-A  Certificates  at  the  related   Pass-Through  Rate  on  such
Distribution  Date,  the  Supplemental  Interest  Trust  Trustee  on behalf of the  Supplement
Interest  Trust shall  withdraw the Class A-1-A  Supplemental  Interest  Trust Amount for such
Distribution  Date from the Class  A-1-A  Supplemental  Interest  Trust  Account  and pay such
amounts to the Class  A-1-A  Certificateholders.  If, on any  Distribution  Date,  any amounts
remain  in  the  Class  A-1-A  Supplemental  Interest  Trust  Account  after  the  Certificate
Principal  Balance of the Class A-1-A  Certificates  has been  reduced to zero,  such  amounts
shall be withdrawn by the  Supplemental  Interest Trust Trustee on behalf of the  Supplemental
Interest Trust and paid to the holders of the Class SB Certificates on such Distribution Date.

(f)     Subject to Sections 8.01 and 8.02 of the Standard  Terms,  the  Supplemental  Interest
Trust  Trustee on behalf of the  Supplemental  Interest  Trust agrees to comply with the terms
of the Class A-1-A Swap  Agreement  and to enforce the terms and  provisions  thereof  against
the Class A-1-A Swap  Counterparty at the written  direction of the Holders of the Class A-1-A
Certificates  entitled to at least 51% of the Voting Rights,  or if the Supplemental  Interest
Trust Trustee does not receive such direction from such Class A-1-A  Certificateholders,  then
at the written direction of Residential Funding.

(g)     The Class A-1-A  Supplemental  Interest  Trust Account  shall be an Eligible  Account.
Amounts held in the Class A-1-A  Supplemental  Interest  Trust Account from time to time shall
continue to constitute  assets of the Trust Fund,  but not of the REMICs,  until released from
the Class A-1-A Supplemental  Interest Trust Account pursuant to this Section 4.11.  The Class
A-1-A  Supplemental  Interest Trust Account  constitutes an "outside  reserve fund" within the
meaning of  Treasury  Regulation Section 1.860G-2(h)  and is not an asset of the  REMICs.  The
Class SB  Certificateholders  shall be the  owners of the Class  A-1-A  Supplemental  Interest
Trust  Account.  The  Supplemental  Interest  Trust  Trustee  on  behalf  of the  Supplemental
Interest  Trust shall keep records that  accurately  reflect the funds on deposit in the Class
A-1-A Supplemental  Interest Trust Account. The Supplemental  Interest Trust Trustee on behalf
of the  Supplemental  Interest Trust shall, at the written  direction of the Master  Servicer,
invest  amounts  on  deposit  in the  Class  A-1-A  Supplemental  Interest  Trust  Account  in
Permitted  Investments.  In the  absence of written  direction  to the  Supplemental  Interest
Trust Trustee from the Master  Servicer,  all funds in the Class A-1-A  Supplemental  Interest
Trust Account shall remain uninvested.

(h)     Upon the  occurrence of an Early  Termination  Date, the  Supplemental  Interest Trust
Trustee,  at the  direction  of the  Depositor,  shall use  reasonable  efforts  to  appoint a
successor Class A-1-A Swap  Counterparty.  To the extent that the Supplemental  Interest Trust
Trustee  receives a Swap  Termination  Payment  from the Class  A-1-A Swap  Counterparty,  the
Supplemental  Interest Trust Trustee on behalf of the Supplemental  Interest Trust shall apply
such Swap  Termination  Payment to appoint a successor Class A-1-A Swap  Counterparty.  In the
event that the Supplemental  Interest Trust Trustee  receives a Swap Termination  Payment from
the Class A-1-A Swap  Counterparty  and a  replacement  Class A-1-A Swap  Agreement or similar
agreement cannot be obtained within 30 days after receipt by the  Supplemental  Interest Trust
Trustee of such Swap  Termination  Payment,  then the  Supplemental  Interest Trust Trustee on
behalf of the Supplemental  Interest Trust shall deposit such Swap Termination  Payment into a
separate,  non-interest  bearing  account  and will,  on each  subsequent  Distribution  Date,
withdraw  from the amount then  remaining on deposit in such  reserve  account an amount equal
to the Net Swap  Payment,  if any,  that  would  have been paid to the  Supplemental  Interest
Trust by the original Class A-1-A Swap  Counterparty  calculated in accordance  with the terms
of the  original  Class A-1-A Swap  Agreement,  and  deposit  such amount into the Class A-1-A
Supplemental  Interest Trust Account for  distribution on such  Distribution  Date pursuant to
this  Section 4.11.  To the extent that the  Supplemental  Interest Trust is required to pay a
Swap Termination  Payment to the Class A-1-A Swap  Counterparty,  any upfront payment received
from the  counterparty  to a replacement  Class A-1-A Swap  Agreement will be used to pay such
Swap Termination  Payment prior to using any portion of the Available  Distribution Amount for
such Distribution Date.

(i)     In the event that the Class  A-1-A Swap  Agreement  terminates  while the Class  A-1-A
Certificates   remain  outstanding  and  a  Swap  Termination   Payment  (other  than  a  Swap
Termination  Payment due to a Swap  Counterparty  Trigger Event) in respect thereof is owed by
the  Supplemental  Interest  Trust  Trustee on behalf of the  Supplemental  Interest  Trust in
respect  thereof  and the Class A-1-A Swap  Counterparty  has not been paid in full as of such
Distribution  Date,  the  Supplemental  Interest  Trust  Trustee shall deposit (i) the Accrued
Certificate  Interest payable to the Class A-1-A  Certificates for such  Distribution  Date in
accordance  with  Section  4.02(c)(i)  hereof  in an  amount  up to the  amount  of such  Swap
Termination  Payment  and (ii) that  portion  of the  Class A  Principal  Distribution  Amount
otherwise  payable to the Class A-1-A  Certificates in accordance with 4.02(d)(i) hereof up to
the  amount of such Swap  Termination  Payment  remaining  after the  deposit in clause (i) of
this Section  4.11(i),  into the Class A-1-A  Supplemental  Interest Trust Account for payment
to the Class A-1-A Swap  Counterparty  and such amounts of interest and principal shall not be
paid to the Class A-1-A  Certificateholders  for such  Distribution  Date.  For federal income
tax purposes,  any such amounts paid to the Class A-1-A  Supplemental  Interest  Trust Account
shall be treated as having been  received by the  Holders of the Class A-1-A  Certificates  in
respect of the REMIC III Regular  Interest  corresponding to such Class of Certificates and as
having been paid by such Holders pursuant to the SB-A1A Swap Agreement.

(j)     The Supplemental  Interest Trust Trustee shall enter into the SB-A1A Swap Agreement on
behalf of the Holders of the Class A-1-A  Certificates  on the one hand,  and on behalf of the
Holders  of the  Class  SB  Certificates  on the  other  hand.  Pursuant  to the  SB-A1A  Swap
Agreement,  the Class A-1-A  Certificateholders  shall be treated as having  agreed to pay, on
each  Distribution  Date,  to the Holders of the Class SB  Certificates  an  aggregate  amount
equal to the Class A-1-A Swap Fee Amount paid to the Class A-1-A  Supplemental  Interest Trust
Account  and any  amounts  deposited  into the the Class  A-1-A  Supplemental  Interest  Trust
Account  pursuant  to  section  4.11(i)  hereof  on  such  Distribution  Date  . In  addition,
pursuant  to the SB-A1A Swap  Agreement,  the  Holders of the Class SB  Certificates  shall be
treated as having  agreed to pay,  on each  Distribution  Date,  an amount  equal to the Class
A-1-A Uncapped  Pass-Through Amount less the Accrued Certificate  Interest for the Class A-1-A
Certificates  calculated  using  the Net WAC Cap  Rate  and less  any  Basis  Risk  Shortfalls
otherwise  distributable to the Class A-1-A  Certificates from Excess Cash Flow in the absence
of the Class  A-1-A Swap  Agreement  on such  Distribution  Date.  Any  payments  to the Class
A-1-A  Certificates  from  amounts  deemed  received in respect of the SB-A1A  Swap  Agreement
shall not be payments  with  respect to a "regular  interest" in a REMIC within the meaning of
Code  Section  860G(a)(1).  However,  any  payments  that are  deemed  to be made by the Class
A-1-A  Certificates  in respect of the SB-A1A Swap Agreement shall be treated for tax purposes
as having  been  received by the Class  A-1-A  Certificateholders  in respect of the REMIC III
Regular  Interest  corresponding to such Class of Certificates and as having been paid by such
Holders to the Class A-1-A  Supplemental  Interest  Trust Account  pursuant to the SB-A1A Swap
Agreement.  Thus,  the Class  A-1-A  Certificates  shall be treated as  representing  not only
ownership  of regular  interests  in REMIC III and  ownership of an interest in the SB-AM Swap
Agreement,  but also ownership of an interest in, and obligations  with respect to, a notional
principal  contract.   By  accepting  their  Certificates  the  Holders  of  the  Class  A-1-A
Certificates  agree to treat such payments in the manner  described in the preceding  sentence
for purposes of filing their income tax returns.

Section 4.12.  Class A-1-A Swap Agreement Collateral Account.

(a)     The  Supplemental  Interest Trust Trustee shall establish and maintain the Class A-1-A
Swap Agreement  Collateral Account, a non-interest  bearing trust account, in which collateral
received  from the Class A-1-A Swap  Counterparty  pursuant to the Class A-1-A Swap  Agreement
shall be  deposited.  Funds in the  Class  A-1-A  Swap  Agreement  Collateral  Account  may be
invested in  Permitted  Investments  as directed by the Class A-1-A Swap  Agreement in writing
to the Supplemental  Interest Trust Trustee.  All such  investments  shall be made in the name
of the  Supplemental  Interest  Trust  Trustee  and all  income  and  gain  realized  from the
investment of funds  deposited in the Class A-1-A Swap Agreement  Collateral  Account shall be
for the  benefit  of the Class  A-1-A  Swap  Counterparty.  At the time the Class  A-1-A  Swap
Counterparty  directs the  Supplemental  Interest  Trust  Trustee to invest  funds held in the
Class A-1-A Swap Agreement  Collateral Account,  the Class A-1-A Swap Counterparty shall agree
in writing to deposit in the Class A-1-A Swap Agreement  Collateral  Account the amount of any
loss of  principal  incurred  in respect  of any  investment  made with funds in such  account
immediately  upon  realization  of such loss. In the absence of written  instructions  and the
agreement  described in the preceeding  sentence,  all funds in the Class A-1-A Swap Agreement
Collateral  Account  shall remain  uninvested.  The  Supplemental  Interest  Trust  Trustee on
behalf of the  Supplemental  Interest Trust shall withdraw from the Class A-1-A Swap Agreement
Collateral  Account and return to the Class  A-1-A Swap  Counterparty  collateral  held in the
Class A-1-A Swap Agreement  Collateral  Account as provided in the Class A-1-A Swap Agreement.
Upon the  occurrence  of a Swap  Agreement  Event of  Default,  Specified  Condition  or Early
Termination  Date, in each case with respect to the Class A-1-A Swap Agreement,  which results
from a Swap  Agreement  Event of Default or Specified  Condition,  the  Supplemental  Interest
Trust  Trustee on behalf of the  Supplemental  Interest  Trust  shall  apply any  proceeds  in
respect  of  collateral  held in the Class  A-1-A  Swap  Agreement  Collateral  Account to any
amounts payable by the Class A-1-A Swap Counterparty under the Class A-1-A Swap Agreement.

(b)     The Supplemental  Interest Trust Trustee on behalf of the Supplemental  Interest Trust
shall give  notice to the Class  A-1-A Swap  Counterparty  of the  location of the Class A-1-A
Swap Agreement  Collateral  Account  maintained by it when established and prior to any change
thereof.







ARTICLE V

                                       THE CERTIFICATES

Section 5.01.  The Certificates.  (See Section 5.01 of the Standard Terms)

Section 5.02.  Registration of Transfer and Exchange of Certificates

(a)     (See Section 5.02(a) of the Standard Terms)

(b)     (See Section 5.02(b) of the Standard Terms)

(c)     (See Section 5.02(c) of the Standard Terms)

(d)     No transfer,  sale,  pledge or other  disposition of a Class SB Certificate  that is a
Definitive  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,  and
any  applicable  state  securities  laws or is made in  accordance  with  said  Act and  laws.
Except  with  respect  to (i) the  transfer  of a Class SB  Certificate  by the  Company to an
Affiliate  of the  Company or the  transfer of a Class SB  Certificate  from the Company or an
Affiliate  of the  Company  to an owner  trust  or other  entity  established  by the  Company
(including  to the Trustee,  as a NIM Trustee),  or (ii) a transfer of a Class SB  Certificate
from the NIM  Trustee  to the  Company or an  Affiliate  of the  Company,  in the event that a
transfer of a Class SB  Certificate  is to be made,  either (I)(A) the Trustee shall require a
written  Opinion  of  Counsel  acceptable  to and in form and  substance  satisfactory  to the
Trustee and the Company 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 Company or the Master  Servicer  (except  that,  if such transfer is made by the
Company or the Master  Servicer or any Affiliate  thereof,  the Company or the Master Servicer
shall  provide such Opinion of Counsel at their own  expense);  provided  that such Opinion of
Counsel will not be required in connection with the initial  transfer of any such  Certificate
by the  Company or any  Affiliate  thereof to the Company or an  Affiliate  of the Company and
(B) the  Trustee  shall  require (i) in the case of a transfer  solely  pursuant to Rule 144A,
the transferee to execute a representation  letter,  substantially in the form of Exhibit H to
the Standard Terms,  and the Trustee shall require the transferor to execute a  representation
letter,  substantially in the form of Exhibit I to the Standard Terms,  (ii) in the case of an
transfer from a 144A Class SB  Certificate  to a transferee  that is not a U.S.  person and is
purchasing  the  Class  SB  Certificate  pursuant  to  Rule  903  or 904  of  Regulation  S (a
"Regulation S  Purchaser"),  the Trustee shall require the  transferor to execute a transferor
certificate,  substantially  in the  form of  Exhibit  Seven  hereto,  and the  Trustee  shall
require  the  transferee  to execute a  transferee  certificate  substantially  in the form of
Exhbit  Eight  hereto and (iii) in the case of a transfer  from a  Regulation S Purchaser to a
144A Class SB  Certificate,  the Trustee shall require the  transferor to execute a transferor
certificate,  substantially  in the form of Exhibit Six hereto,  and the Trustee shall require
the transferee to execute a transferee  certificate  substantially in the form of Exhbit Eight
hereto,  in each case,  such  certificate  or letter  acceptable  to and in form and substance
satisfactory  to the  Company and the  Trustee  certifying  to the Company and the Trustee the
facts surrounding such transfer,  which representation  letters shall not be an expense of the
Trustee,  the Company or the Master  Servicer;  provided,  however,  that such  representation
letters will not be required in connection  with any transfer of any such  Certificate  by the
Company or any  Affiliate  thereof to the  Company or an  Affiliate  of the  Company,  and the
Trustee  shall be  entitled  to  conclusively  rely  upon a  representation  (which,  upon the
request of the Trustee,  shall be a written  representation)  from the Company,  of the status
of such transferee as an Affiliate of the Company or (II) the  prospective  transferee of such
a Certificate  shall be required to provide the Trustee,  the Company and the Master  Servicer
with an  investment  letter  substantially  in the form of Exhibit J attached to the  Standard
Terms (or such  other form as the  Company in its sole  discretion  deems  acceptable),  which
investment  letter  shall  not be an  expense  of  the  Trustee,  the  Company  or the  Master
Servicer,  and which investment  letter states that,  among other things,  such transferee (A)
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 (B)
is aware that the  proposed  transferor  intends to rely on the  exemption  from  registration
requirements  under the  Securities  Act of 1933,  as  amended,  provided  by Rule  144A.  The
Holder of any such  Certificate  desiring to effect any such transfer,  sale,  pledge or other
disposition  shall, and does hereby agree to, indemnify the Trustee,  the Company,  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.

(e)     (i)           In  the  case  of  any  Class  SB  Certificate   that  is  a  Definitive
Certificate  or Class R  Certificate  presented  for  registration  in the name of any Person,
either (I) (A) the Trustee shall  require an Opinion of Counsel  acceptable to and in form and
substance  satisfactory  to the  Trustee,  the Company  and the Master  Servicer to the effect
that  the  purchase  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 the Employee  Retirement  Income  Security Act of 1974,  as
amended  ("ERISA"),  or Section 4975 of the Code (or  comparable  provisions of any subsequent
enactments),  and will not subject  the  Trustee,  the  Company or the Master  Servicer to any
obligation or liability  (including  obligations or liabilities under ERISA or Section 4975 of
the Code) in addition to those  undertaken in this  Agreement,  which Opinion of Counsel shall
not be an expense of the Trustee,  the Company or the Master  Servicer or (B) the  prospective
Transferee  shall be  required  to provide the  Trustee,  the Company and the Master  Servicer
with a  certification  to the effect set forth in paragraph  six of Exhibit H (with respect to
any Class SB  Certificate)  or paragraph  fifteen of Exhibit  G-1,  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
subject to the  prohibited  transaction  provisions  of ERISA or Section 4975 of the Code,  or
any Person  (including  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,  a "Plan
Investor")  or (II) in the case of any Class SB  Certificate,  the  following  conditions  are
satisfied:  (i) such  Transferee  is an  insurance  company,  (ii) the source of funds used to
purchase or hold such  Certificate  (or interest  therein) is an  "insurance  company  general
account" (as defined in the U.S.  Department of Labor Prohibited  Transaction  Class Exemption
("PTCE")  95-60,  and (iii) the conditions of PTCE 95-60 have been satisfied (each entity that
satisfies  this clause  (II), a Complying  Insurance  Company").  Notwithstanding  anything to
the contrary contained herein,  the Trustee and the Supplemental  Interest Trust Trustee shall
not  permit  the  transfer  of a  beneficial  interest  in a Class SB  Certificate  unless the
transferee  executes and delivers to the Trustee or the  Supplemental  Interest Trust Trustee,
as  applicable,  any  certification  that is required  pursuant to Section  10.06(c)  prior to
transfer.

        (ii)   Any Transferee of a Class M Certificate  (or interest  therein)  acquired after
        termination of the  Supplemental  Interest Trust 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 Prohibited  Transaction  Exemption  ("PTE") 94-29, as
        most recently  amended,  PTE 2007-05,  72 Fed.  Reg.  13130 (March 20, 2007) (the "RFC
        Exemption"),  and  that it  understands  that  there  are  certain  conditions  to the
        availability of the RFC Exemption  including that such  Certificate  must be rated, at
        the time of purchase,  not lower than "BBB-" (or its equivalent) by Standard & Poor's,
        Fitch,  Moody's,  DBRS  Limited  or DBRS,  Inc.or  (c) such  Transferee  is  Complying
        Insurance Company.

        (iii)  Each Holder of a Class A or Class M  Certificate  or any interest  therein that
        is  acquired  by a Plan  Investor  as of any  date  prior  to the  termination  of the
        Supplemental  Interest Trust shall be deemed to have  represented,  by its acquisition
        or holding of such  Certificate  or any  interest  therein,  that at least one of PTCE
        84-14,  90-1,  91-38,  95-60 or 96-23 or other  applicable  exemption  applies to such
        Holder's right to receive payments from the Supplemental Interest Trust.

        (iv)   (A) If any  Certificate  (or any  interest  therein) is acquired or held by any
        Person that does not satisfy the conditions  described in paragraph (i), (ii) or (iii)
        as applicable,  above,then the last preceding Transferee that either (i) is not a Plan
        Investor  or  (ii)  acquired  such  Certificate  in  compliance  with  the  conditions
        described in paragraph (i), (ii) or (iii),  as applicable,  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  Certificate.  The Trustee shall be
        under no liability to any Person for making any  payments due on such  Certificate  to
        such preceding Transferee.

               (B)    Any  purported  Certificate  Owner whose  acquisition  or holding of any
        Certificate  (or interest  therein) was effected in violation of the  restrictions  in
        this Section 5.02(e) shall indemnify and hold harmless the Company,  the Trustee,  the
        Master  Servicer,  any  Subservicer,  the  Underwriters  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)     (See Section 5.02(f) of the Standard Terms)

(g)     (See Section 5.02(g) of the Standard Terms)

(h)     (See Section 5.02(h) of the Standard Terms)

(i)     Notwithstanding   anything  to  the  contrary   contained  herein,   the  Trustee  and
Supplemental  Interest  Trust Trustee  shall not permit the transfer of a beneficial  interest
in a Class SB Certificate  unless the  transferee  executes and delivers to the Trustee or the
Supplemental  Interest  Trust  Trustee,  as  applicable,  any  certification  that is required
pursuant to Section 10.06(c) prior to transfer.

Section 5.03.  Mutilated,  Destroyed,  Lost or Stolen  Certificates.  (See Section 5.03 of the
Standard Terms)

Section 5.04.  Persons Deemed Owners.  (See Section 5.04 of the Standard Terms)

Section 5.05.  Appointment of Paying Agent.

               The Trustee and Supplemental  Interest Trust Trustee may appoint a Paying Agent
for the purpose of making  distributions to the  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 or  Supplemental  Interest  Trust  Trustee,  as  applicable,
shall  deposit or cause to be  deposited  with the Paying Agent a sum  sufficient  to make the
payments to the  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 the Certificateholders.

               The Trustee or Supplemental Interest Trust Trustee, as applicable,  shall cause
each  Paying  Agent to execute  and  deliver to the  Trustee or  Supplemental  Interest  Trust
Trustee,  as  applicable,  an  instrument  in which such  Paying  Agent  shall  agree with the
Trustee or Supplemental  Interest Trust Trustee,  as applicable,  that such Paying Agent shall
hold all sums held by it for the  payment to the  Certificateholders  in trust for the benefit
of the  Certificateholders  entitled  thereto  until  such sums shall be  distributed  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.

Section 5.06.  U.S.A. Patriot Act Compliance.  (See Section 5.05 of the Standard Terms)









ARTICLE VI

                             THE COMPANY AND THE MASTER SERVICER

                           (See Article VI of the Standard Terms.)








ARTICLE VII

                                           DEFAULT

                           (See Article VII of the Standard Terms.)








ARTICLE VIII

                CONCERNING THE TRUSTEE AND SUPPLEMENTAL INTEREST TRUST TRUSTEE

Section 8.01.  Duties of the Trustee and Supplemental Interest Trust Trustee.

(a)     The Trustee and  Supplemental  Interest Trust  Trustee,  prior to the occurrence of an
Event of  Default  and after the  curing or  waiver of all  Events of  Default  which may have
occurred,  undertake  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 and  Supplemental  Interest  Trust Trustee shall exercise such of the
rights  and  powers  vested  in each 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 or  Supplemental  Interest Trust Trustee,  as applicable,  upon receipt of
all resolutions,  certificates,  statements,  opinions,  reports,  documents,  orders or other
instruments  furnished  to the  Trustee  or  Supplemental  Interest  Trust  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  or   Supplemental   Interest   Trust  Trustee,   as  applicable,   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 or  Supplemental  Interest  Trust Trustee,  as
applicable, 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,
4.06,  7.03 and 9.01. The Trustee and  Supplemental  Interest Trust 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 and  Supplemental  Interest Trust Trustee covenant and agree that each
shall perform its  respective  obligations  hereunder in a manner so as to maintain the status
of any  portion of any REMIC  formed  under the Series  Supplement  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 or
Supplemental  Interest  Trust to the extent that  maintaining  such status and  avoiding  such
taxes are  reasonably  within  the  control  of the  Trustee or  Supplemental  Interest  Trust
Trustee and are reasonably within the scope of their respective duties under this Agreement.

(c)     No  provision  of this  Agreement  shall  be  construed  to  relieve  the  Trustee  or
Supplemental  Trust Trustee,  as applicable,  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 and Supplemental  Interest Trust Trustee,  as applicable,  shall be determined
        solely by the  express  provisions  of this  Agreement,  the  Trustee or  Supplemental
        Interest  Trust 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 or Supplemental
        Interest  Trust  Trustee,  and, in the absence of bad faith on the part of the Trustee
        or Supplemental  Interest Trust Trustee,  the Trustee or  Supplemental  Interest Trust
        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 or Supplemental  Interest Trust Trustee, as applicable,  by the Company or the
        Master  Servicer and which on their face, do not contradict the  requirements  of this
        Agreement;

(ii)    The Trustee or Supplemental  Interest Trust 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 or Supplemental Interest Trust Trustee, as applicable,  unless
        it shall be proved  that the  Trustee  or  Supplemental  Interest  Trust  Trustee,  as
        applicable, 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
        Certificateholders  of any  Class  holding  Certificates  which  evidence,  as to such
        Class,  Percentage Interests  aggregating not less than 25% 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 Company or any Certificateholder; and

(v)     Except to the extent  provided in Section 7.02, no provision in this  Agreement  shall
        require the Trustee or Supplemental  Interest Trust Trustee, as applicable,  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 or Supplemental  Interest Trust Trustee,  as applicable,  hereunder,
        or in the  exercise  of any of its rights or powers,  if the  Trustee or  Supplemental
        Interest Trust Trustee,  as applicable,  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 and Supplemental  Interest Trust Trustee.


(a)     Except as otherwise provided in Section 8.01:

(i)     The Trustee or Supplemental Interest Trust Trustee, as applicable,  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 or Supplemental  Interest Trust Trustee,  as applicable,  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 or Supplemental  Interest Trust Trustee, as applicable,  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  or  Supplemental  Interest  Trust  Trustee,  as  applicable,  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 or waived),  to exercise such of the rights and powers vested in it by this
        Agreement,  and to use the same  degree  of care and  skill  in  their  exercise  as a
        prudent investor would exercise or use under the  circumstances in the conduct of such
        investor's own affairs;

(iv)    The Trustee or  Supplemental  Interest  Trust  Trustee,  as  applicable,  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 or
        waiver 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 so to do by
        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 or Supplemental Interest Trust Trustee, as applicable,  may execute any of
        the trusts or powers  hereunder or perform any duties  hereunder either directly or by
        or through 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,  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  portion of any REMIC  formed  under the Series  Supplement  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 and Supplemental Interest Trust 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  Company or the Master  Servicer  as the case may be, and the
Trustee  and  Supplemental   Interest  Trust  Trustee  assume  no  responsibility   for  their
correctness.  The Trustee and Supplemental  Interest Trust Trustee make 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 and  Supplemental  Interest  Trust Trustee
shall not be accountable  for the use or application by the Company 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  Company  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 Company or the Master Servicer.

        In  addition,  notwithstanding  anything to the  contrary  contained  herein or in the
Custodial  Agreement,  in no event  shall the  Trustee  have any  liability  in respect of any
actions or omissions of the Custodian herein or pursuant to the Custodial Agreement.

Section 8.04.  Trustee and Supplemental Interest Trust Trustee May Own Certificates.

        The Trustee and Supplemental  Interest Trust Trustee, in their 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 and  Supplemental  Interest Trust  Trustee's
Fees and Expenses; Indemnification.

               (a)    The Master  Servicer  covenants  and agrees to pay to the  Trustee,  any
co-trustee  and the  Supplemental  Interest  Trust Trustee from time to time, and the Trustee,
any co-trustee and the  Supplemental  Interest Trust 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,  any  co-trustee  and the  Supplemental  Interest
Trust Trustee,  and the Master Servicer will pay or reimburse the Trustee,  any co-trustee and
the   Supplemental   Interest  Trust  Trustee  upon  request  for  all  reasonable   expenses,
disbursements  and  advances  incurred  or  made  by  the  Trustee,   any  co-trustee  or  the
Supplemental  Interest  Trust  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,  any co-trustee or the  Supplemental  Interest  Trust 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 or  Supplemental
Interest Trust Trustee, as applicable,  for, and to hold the Trustee or Supplemental  Interest
Trust Trustee,  as  applicable,  harmless  against,  any loss,  liability or expense  incurred
without  negligence  or willful  misconduct on the Trustee's or  Supplemental  Interest  Trust
Trustee's,  as  applicable,  part,  arising out of, or in connection  with, the acceptance and
administration  of the Trust Fund or Supplemental  Interest  Trust,  as applicable,  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 their  respective
powers or duties under this Agreement,  the Certificate  Swap Agreement,  the Class A-1-A Swap
Agreement and the Custodial  Agreement,  and the Master  Servicer  further agrees to indemnify
the Trustee  for, and to hold the Trustee  harmless  against,  any loss,  liability or expense
arising out of, or in connection  with, the  provisions  set forth in the second  paragraph of
Section 2.01(c) hereof,  including,  without limitation,  all costs,  liabilities and expenses
(including  reasonable legal fees and expenses) of investigating  and defending itself against
any claim,  action or proceeding,  pending or  threatened,  relating to the provisions of this
paragraph, provided that:

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

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

(iii)   notwithstanding  anything in this Agreement to the contrary, the Master Servicer shall
        not be liable for  settlement  of any claim by the Trustee  entered  into  without the
        prior  consent  of the  Master  Servicer  which  consent  shall  not  be  unreasonably
        withheld.

           No  termination  of this  Agreement  shall affect the  obligations  created by this
Section  8.05(b) of the Master  Servicer to  indemnify  the Trustee or  Supplemental  Interest
Trust Trustee, as applicable, 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 be  available  (A) for any loss,  liability  or
expense of the Trustee or Supplemental  Interest Trust Trustee,  as applicable,  including the
costs and expenses of defending  itself  against any claim,  incurred in  connection  with any
actions taken by the Trustee or  Supplemental  Interest Trust Trustee,  as applicable,  at the
direction of the  Certificateholders  pursuant to the terms of this Agreement or (B) where the
Trustee is required to indemnify the Master Servicer pursuant to Section 12.05(a).

Section 8.06.  Eligibility Requirements for Trustee.

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

        The Trustee and  Supplemental  Interest  Trust Trustee,  and any  successors  thereto,
shall at all times be the same Person.

Section 8.07.  Resignation  and  Removal  of the  Trustee  and  Supplemental  Interest  Trust
Trustee.

(a)     The Trustee and Supplemental Interest Trust Trustee,  together, may at any time resign
and be  discharged  from the trusts hereby  created by giving  written  notice  thereof to the
Company.  Upon receiving  such notice of  resignation,  the Company shall  promptly  appoint a
successor  trustee and successor  supplemental  interest trust 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  and  successor  supplemental
interest  trust trustee shall have been so appointed and have accepted  appointment  within 30
days after the giving of such notice of resignation,  the resigning  Trustee and  Supplemental
Interest Trust Trustee may petition any court of competent  jurisdiction  for the  appointment
of a successor trustee and successor supplemental interest trust 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
Company,  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
Company  may  remove the  Trustee  and  Supplemental  Interest  Trust  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  Company  determines  that the  Trustee  or  Supplemental  Interest  Trust
Trustee,  as  applicable,  has  failed (i) to  distribute  or cause to be  distributed  to the
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  Company) or the
Supplemental  Interest Trust Trustee 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  Company,  then the Company may remove the Trustee
and  Supplemental  Interest  Trust  Trustee  and appoint a  successor  trustee  and  successor
supplemental  interest  trust  trustee by written  instrument  delivered  as  provided  in the
preceding  sentence.  In connection with the appointment of a successor  trustee and successor
supplemental  interest trust trustee  pursuant to the preceding  sentence,  the Company 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 and
successor  supplemental  interest  trust  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  Supplemental  Interest  Trust  Trustee,  together,  and appoint a
successor trustee and successor  supplemental  interest trust 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 Company,  one
complete  set to the  Trustee  and  Supplemental  Interest  Trust  Trustee so removed  and one
complete set to the successors so appointed.

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

Section 8.08.  Successor Trustee and Successor Supplemental Interest Trust Trustee.

(a)     Any successor trustee and successor  supplemental  interest trust trustee appointed as
provided  in Section  8.07 shall  execute,  acknowledge  and deliver to the Company and to its
predecessor  trustee or predecessor  supplemental  interest trust trustee,  as applicable,  an
instrument accepting such appointment  hereunder,  and thereupon the resignation or removal of
the  predecessor  trustee and  predecessor  supplemental  interest  trust trustee shall become
effective and such successor trustee and successor  supplemental  interest trust trustee shall
become  effective  and such  successor  trustee  and  successor  supplemental  interest  trust
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  or  supplemental   interest  trust  trustee  herein.   The
predecessor trustee and predecessor  supplemental  interest trust trustee shall deliver to the
successor  trustee and successor  supplemental  interest  trust trustee,  as  applicable,  all
Custodial  Files and related  documents and  statements  held by it hereunder  (other than any
Custodial  Files  at the  time  held by a  Custodian,  which  shall  become  the  agent of any
successor trustee hereunder),  and the Company,  the Master Servicer,  predecessor trustee and
predecessor  supplemental  interest  trust 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 and successor  supplemental  interest  trust trustee
all such rights, powers, duties and obligations.

(b)     No successor  trustee or successor  supplemental  interest  trust trustee shall accept
appointment  as  provided  in this  Section  unless  at the time of such  acceptance  (i) such
successor  trustee  shall be eligible  under the  provisions  of Section  8.06,  and (ii) such
successor trustee and successor supplemental interest trust trustee shall be the same Person.

(c)     Upon  acceptance  of  appointment  by a successor  trustee or  successor  supplemental
interest  trust  trustee as provided  in this  Section,  the Company  shall mail notice of the
succession  of such  trustee and  supplemental  interest  trust  trustee  hereunder to (i) all
Holders of Certificates  at their  addresses as shown in the Certificate  Register and (ii) to
the  Certificate   Swap   Counterparty   unless  the  Certificate   Swap  Agreement  has  been
terminated.  If the  Company  fails to mail such  notice  within 10 days after  acceptance  of
appointment by the successor trustee and successor  supplemental  interest trust trustee,  the
successor trustee shall cause such notice to be mailed at the expense of the Company.

Section 8.09.  Merger or Consolidation of Trustee.

        Any  corporation  or  national   banking   association  into  which  the  Trustee  and
Supplemental  Interest  Trust  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 and  Supplemental  Interest  Trust Trustee
shall be a party,  or any  corporation  or  national  banking  association  succeeding  to the
business of the Trustee and  Supplemental  Interest Trust  Trustee,  shall be the successor of
the Trustee and Supplemental Interest Trust Trustee, as applicable,  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.

               (See Section 8.10 of the Standard Terms).

Section 8.11.  Appointment of Custodians.

               (See Section 8.11 of the Standard Terms).

Section 8.12.  Appointment of Office or Agency.

               (See Section 8.12 of the Standard Terms).

Section 8.13.  Swap Agreements.

        The  Supplemental  Interest  Trust Trustee is hereby  authorized  and directed to, and
agrees  that it  shall  (a)  enter  into the  Certificate  Swap  Agreement  on  behalf  of the
Supplemental  Interest  Trust,  (b) enter into the Class A-1-A Swap Agreement on behalf of the
Supplemental  Interest  Trust,  (c) enter into the SB-AM Swap  Agreement  on behalf of (i) the
Class A  Certificateholders  and  Class M  Certificateholders  on the one  hand,  and (ii) the
Class SB  Certificateholders  on the other hand and (d) enter into the SB-A1A  Swap  Agreement
on behalf of (i) the Class  A-1-A  Certificateholders  on the one hand,  and (ii) the Class SB
Certificateholders on the other hand.








ARTICLE IX

                                         TERMINATION

Section 9.01.  Optional Purchase by the Master Servicer of All Certificates; Termination Upon
                       Purchase  by the  Master  Servicer  or  Liquidation  of All  Mortgage
                       Loans.

(a)     Subject to Section  9.02,  the  respective  obligations  and  responsibilities  of the
Company,  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 Company 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 the sum of (A) 100% of the unpaid  principal  balance  of each  Mortgage
      Loan (or,  if less than such unpaid  principal  balance,  the fair  market  value of the
      related  underlying  property of such Mortgage Loan with respect to Mortgage Loans as to
      which  title has been  acquired  if such  fair  market  value is less  than such  unpaid
      principal balance,  net of 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,  and (B) any
      unpaid Swap  Termination  Payment  payable to the Certificate  Swap  Counterparty or the
      Class  A-1-A  Swap  Counterparty  (or  any  Swap  Termination  Payment  payable  to  the
      Certificate  Swap  Counterparty  as a result of the exercise of the option  provided for
      in this  Section  9.01(a)(ii)));  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  portion of any
      REMIC formed under this Series  Supplement  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  Compliance  With  Laws  Representation  that  remain  unpaid on the date of such
      purchase.

               The right of the  Master  Servicer  to  purchase  all  assets of the Trust Fund
pursuant to clause (ii) above is  conditioned  upon the Pool  Stated  Principal  Balance as of
the Final  Distribution  Date,  prior to giving  effect  to  distributions  to be made on such
Distribution  Date,  being less than ten percent of the Cut-off Date Principal  Balance of the
Mortgage Loans.

        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.  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 Custodial Files pertaining to the Mortgage Loans being purchased.

        In  addition  to the  foregoing,  on any  Distribution  Date on which the Pool  Stated
Principal  Balance,  prior to giving effect to distributions  to be made on such  Distribution
Date, is less than ten percent of the Cut-off Date  Principal  Balance of the Mortgage  Loans,
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 outstanding  Certificate  Principal  Balance of such  Certificates plus the
sum of Accrued  Certificate  Interest  thereon for the related Interest Accrual Period and 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.  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,  the  Supplemental  Interest Trust
Trustee,  the Certificate Swap  Counterparty and the Class A-1-A Swap Counterparty (so long as
the  Certificate  Swap  Agreement or the Class A-1-A Swap  Agreement,  respectively,  have not
previously  been  terminated) 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,  or by the  Trustee (in any other
case) by letter to the  Certificateholders  (with a copy to the Certificate  Registrar) mailed
(or  distributed  through the  Depository  with respect to any  Book-Entry  Certificates)  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
               to be 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 in the case of the Senior Certificates,  or in the case of all
               of the  Certificates  in connection with the exercise by the Master Servicer of
               its right to purchase  the  Certificates,  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  and, if the Master  Servicer is exercising  its rights
to purchase the outstanding  Certificates,  it shall give such notice to each Rating Agency at
the time  such  notice  is given to  Certificateholders.  In the  event of a  purchase  of the
assets of the Trust Fund 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 above provided,  and provide notice of such deposit to the
Trustee.  The Trustee will 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)     In the  case of the  Senior  Certificates,  upon  presentation  and  surrender  of the
Certificates by the  Certificateholders  thereof,  and in the case of the Class M Certificates
and  Class SB  Certificates,  upon  presentation  and  surrender  of the  Certificates  by the
Certificateholders  thereof in  connection  with the  exercise  by the Master  Servicer of its
right to purchase the  Certificates,  and otherwise in accordance  with Section  4.01(a),  the
Trustee and the Supplemental  Interest Trust Trustee,  as applicable,  shall distribute to the
Certificateholders  (i) the amount otherwise  distributable on such Distribution  Date, if not
in connection with the Master  Servicer's  election to repurchase the assets of the Trust Fund
or the outstanding  Certificates,  or (ii) if the Master Servicer elected to so repurchase the
assets of the Trust Fund 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:  (A)  with  respect  to  each  Class  A  Certificate  and  Class  M  Certificate  the
outstanding  Certificate  Principal Balance thereof, plus Accrued Certificate Interest for the
related  Interest  Accrual  Period  thereon  and any  previously  unpaid  Accrued  Certificate
Interest,  subject to the  priority  set forth in  Section  4.02(a),  (B) 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, (C) to the Certificate
Swap   Counterparty   (without   duplication  of  amounts  payable  to  the  Certificate  Swap
Counterparty  on such date in  accordance  with  Section  4.02) any Swap  Termination  Payment
payable to the  Certificate  Swap  Counterparty  then remaining  unpaid or which is due to the
exercise of any early  termination  of the Trust Fund pursuant to this Section  9.01,  and (D)
to the  Class SB  Certificates,  all  remaining  amounts  in  accordance  with the  respective
Notional Amount thereof.  Notwithstanding  the reduction of the Certificate  Principal Balance
of any Class of Subordinate  Certificates  to zero,  such Class will be outstanding  hereunder
until the termination of the respective  obligations and  responsibilities of the Company, the
Master Servicer and the Trustee hereunder in accordance with Article IX.

(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.







ARTICLE X

                                       REMIC PROVISIONS

Section 10.01. REMIC Administration.  (See Section 10.01 of the Standard Terms.)

Section 10.02. Master  Servicer;  REMIC  Administrator  and  Trustee   Indemnification.   (See
Section 10.02 of the Standard Terms.)

Section 10.03. Designation of REMICs.

        The REMIC  Administrator  will make an election to treat the segregated pool of assets
described in the definition of REMIC I (as defined  herein)  (including the Mortgage Loans but
excluding the Certificate  Supplemental  Interest Trust Account,  the Class A-1-A Supplemental
Interest Trust Account and the Swap  Agreements),  and subject to this  Agreement,  as a REMIC
(REMIC I) for federal income tax purposes.  The REMIC  Administrator  will make an election to
treat the  segregated  pool of assets  consisting of the REMIC I Regular  Interests as a REMIC
(REMIC II) for federal  income tax  purposes.  The REMIC  Administrator  will make an election
to treat the  segregated  pool of assets  consisting  of the REMIC II Regular  Interests  as a
REMIC  (REMIC III) for  federal  income tax  purposes.  The REMIC  Administrator  will make an
election to treat the  segregated  pool of assets  consisting  of REMIC III Regular  Interests
SB-PO, SB-IO and IO as a REMIC (REMIC IV) for federal income tax purposes.

        The REMIC I Regular  Interests will be "regular  interests" in REMIC I and Component I
of the Class R-1  Certificates  will be the sole class of "residual  interests" in REMIC I for
purposes of the REMIC Provisions  under the federal income tax law.

        The REMIC II Regular  Interests will be "regular  interests" in REMIC II and Component
II of the Class R-1  Certificates  will be the sole class of "residual  interests" in REMIC II
for purposes of the REMIC Provisions under the federal income tax law.

        The  REMIC  III  Regular  Interests  will be the  "regular  interests"  in REMIC  III,
ownership of which,  except in the case of REMIC III Regular  Interests  SB-IO,  SB-PO and IO,
will  be  represented  by  the  Class  A  Certificates,  Class  M-1  Certificates,  Class  M-2
Certificates,  Class M-3  Certificates  and Class M-4  Certificates,  and Component III of the
Class R-1  Certificates  will  represent  the sole class of "residual  interests" in REMIC III
for purposes of the REMIC Provisions under federal income tax law.

        The REMIC IV Regular Interests will be the "regular  interests" in REMIC IV, ownership
of which will be  represented  by the Class SB  Certificates,  and the Class R-X  Certificates
will  represent  the sole class of "residual  interests" in REMIC IV for purposes of the REMIC
Provisions under federal income tax law.

Section 10.04. Distributions  on the  Uncertificated  REMIC  Regular  Interests.  (See Section
4.02(c) of this Series Supplement.)

Section 10.05. Compliance with Withholding Requirements.

        Notwithstanding  any other  provision  of this  Agreement,  the  Trustee or any Paying
Agent,  as  applicable,  shall  comply with all federal  withholding  requirements  respecting
payments to  Certificateholders,  including  interest or original issue  discount  payments or
advances  thereof that the Trustee or any Paying Agent,  as  applicable,  reasonably  believes
are  applicable  under the Code. The consent of  Certificateholders  shall not be required for
such  withholding.  In the  event  the  Trustee  or any  Paying  Agent,  as  applicable,  does
withhold any amount from interest or original issue discount  payments or advances  thereof to
any  Certificateholder  pursuant  to  federal  withholding  requirements,  the  Trustee or any
Paying Agent,  as  applicable,  shall indicate the amount  withheld to such  Certificateholder
pursuant to the terms of such requirements.

Section 10.06. Supplemental Interest Trust Provisions.

(a)     It is intended that the  Supplemental  Interest Trust be classified for federal income
tax purposes as a grantor  trust under  Subpart E, part I of  subchapter J of chapter 1 of the
Code,  of which the Class SB  Certificateholders  and the Class A-1-A  Certificateholders  are
owners,  rather than a  partnership,  an  association  taxable as a  corporation  or a taxable
mortgage pool; and the powers granted and  obligations  undertaken in this Agreement  shall be
construed so as to further such intent.

(b)     The REMIC  Administrator  shall prepare or cause to be prepared all of the Tax Returns
that it determines  are required with respect to the  Supplemental  Interest Trust and deliver
such Tax  Returns  in a timely  manner to the  Supplemental  Interest  Trust  Trustee,  and if
required by applicable  law and as directed,  the  Supplemental  Interest  Trust Trustee shall
sign and file  such Tax  Returns  in a timely  manner.  The  expenses  of  preparing  such Tax
Returns  shall  be  borne by the  REMIC  Administrator  without  any  right  of  reimbursement
therefor.  The REMIC  Administrator  agrees to indemnify  and hold  harmless the  Supplemental
Interest  Trust  Trustee with respect to any tax or  liability  arising from the  Supplemental
Interest Trust  Trustee's  signing of such Tax Returns that contain  errors or omissions.  The
Supplemental  Interest Trust Trustee and the 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 such Tax Returns.

(c)     Each Class SB Certificateholder  and Class A-1-A  Certificateholder  shall provide the
appropriate  tax  certification  to the Trustee and  Supplemental  Interest  Trust  Trustee to
enable the Trust to make payments on the Class SB  Certificates  and Class A-1-A  Certificates
without  withholding or backup  withholding taxes. Each Class SB  Certificateholder  and Class
A-1-A  Certificateholder  agrees to update or replace such form or certification in accordance
with its terms or its subsequent  amendments and consents to the delivery by the  Supplemental
Interest  Trust  Trustee  to the  Certificate  Swap  Counterparty  and the  Class  A-1-A  Swap
Counterparty,  respectively,  of any such  certification.  Such certification may include Form
W-8BEN,  Form  W-8IMY,  Form W-9 or Form  W-8ECI  or any  successors  to such IRS  forms.  Any
purported  sales or  transfers of any Class SB  Certificate  or Class A-1-A  Certificate  to a
transferee which does not comply with these  requirements  shall be deemed null and void under
the Agreement.  The Supplemental Interest Trust Trustee and the Trustee,  respectively,  shall
not be  liable  for the  completeness,  accuracy,  content  or  truthfulness  of any  such tax
certification  provided to it. The  Supplemental  Interest Trust Trustee and the Trustee shall
only be required  to forward any tax  certification  received  by it to the  Certificate  Swap
Counterparty  and Class A-1-A Swap  Counterparty,  as  applicable,  at the last known  address
provided  to it, and shall not be liable  for the  receipt  of such tax  certification  by the
Certificate  Swap  Counterparty  or Class  A-1-A  Swap  Counterparty,  nor any  failure of the
Certificate Swap Counterparty or Class A-1-A Swap  Counterparty to process such  certification
or to take any action as required  under the  Certificate  Swap  Agreement or Class A-1-A Swap
Counterparty  or under  applicable  law.  The  Supplemental  Interest  Trust  Trustee  and the
Trustee shall have no duty to take action to correct any  misstatement  or omission in any tax
certification  provided to it and  forwarded to the  Certificate  Swap  Counterparty  or Class
A-1-A Swap Counterparty.

(d)     The  Supplemental  Interest  Trust  Trustee,  on behalf of the  Supplemental  Interest
Trust,  upon receipt of the requisite tax  identification  number from the appropriate  taxing
authority,  (i) shall  execute,  if required,  and deliver a United  States  Internal  Revenue
Service Form W-9 or successor  applicable form, or other  appropriate  United States tax forms
as may be  required  to prevent  withholding  or backup  withholding  taxes on payments to the
Supplemental  Interest  Trust  under the  Certificate  Swap  Agreement  and Class  A-1-A  Swap
Agreement,  as  applicable,  to  the  Certificate  Swap  Counterparty  and  Class  A-1-A  Swap
Counterparty,  as  applicable,  on or before the later of (A) the first payment date under the
Certificate  Swap Agreement and Class A-1-A Swap  Agreement and (B) the date the  Supplemental
Interest Trust Trustee  receives the tax  identification  number,  and thereafter prior to the
expiration  or  obsolescence  of such  form if the  Supplemental  Interest  Trust  Trustee  is
notified in writing or otherwise  has actual  knowledge  thereof and (ii) shall,  if requested
by the  Certificate  Swap  Counterparty  or Class  A-1-A  Swap  Counterparty,  deliver  to the
Certificate Swap Counterparty or Class A-1-A Swap  Counterparty,  respectively,  promptly upon
receipt each certification  received from the Class SB Certificateholders  and the Class A-1-A
Certificateholders  pursuant  to  Section  10.06(c).  If such  tax  identification  number  is
obtained by the REMIC  Administrator,  the Form W-9 or  equivalent  form as required  shall be
executed,  if required,  and  delivered by the REMIC  Administrator  to the same extent as set
forth in the foregoing sentence, if permitted by applicable law.







ARTICLE XI

                                   MISCELLANEOUS PROVISIONS

Section 11.01. AMENDMENT.

(a)     (See Section 11.01(a) of the Standard Terms.)

(b)     (See Section 11.01(b) of the Standard Terms.)

(c)     (See Section 11.01(c) of the Standard Terms.)

(d)     (See Section 11.01(d) of the Standard Terms.)

(e)     (See Section 11.01(e) of the Standard Terms.)

(f)     Notwithstanding  anything to the contrary set forth in Sections  11.01 (b),  (c), (d),
and (e), any amendment of Sections  4.02(c)(viii),  4.09,  4.10, 4.11, 4.12, 9.01 and 11.01 of
this Agreement  shall require the consent of the  Certificate  Swap  Counterparty or the Class
A-1-A Swap Counterparty, as applicable, as a third-party beneficiary of such sections.

Section 11.02. RECORDATION  OF  AGREEMENT;  COUNTERPARTS.  (See Section  11.02 of the Standard
Terms.)

Section 11.03. LIMITATION  ON  RIGHTS  OF  CERTIFICATEHOLDERS.   (See  Section  11.03  of  the
Standard Terms.)

Section 11.04. GOVERNING LAW.  (See Section 11.04 of the Standard Terms.)

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 the appropriate  address for each recipient listed in the table
below or, in each case,  such other  address as may  hereafter  be furnished in writing to the
Master Servicer, the Trustee and the Company, as applicable:

------------------------------------------------- -------------------------------------------------------------------------------
RECIPIENT                                         ADDRESS
------------------------------------------------- -------------------------------------------------------------------------------
------------------------------------------------- -------------------------------------------------------------------------------
Company                                           8400 Normandale Lake Boulevard
                                                  Suite 250
                                                  Minneapolis, Minnesota  55437
                                                  Attention:  President
------------------------------------------------- -------------------------------------------------------------------------------
------------------------------------------------- -------------------------------------------------------------------------------
Master Servicer                                   2255 N. Ontario Street, Suite 400
                                                  Burbank, California 91504-2130
                                                  Attention:  Managing Director/Master Servicing
------------------------------------------------- -------------------------------------------------------------------------------
------------------------------------------------- -------------------------------------------------------------------------------
Trustee                                           Corporate Trust Office
                                                  1761 East St. Andrew Place
                                                  Santa Ana, California 92705-4934,
                                                  Attention:  Residential Accredit Loans, Inc. Series 2007-QA4

                                                  The Trustee designates its offices located at DB Services Tennessee, 648
                                                  Grassmere Park Road, Nashville, TN 37211-3658, Attn: Transfer Unit, for the
                                                  purposes of Section 8.12 of the Standard Terms
------------------------------------------------- -------------------------------------------------------------------------------
------------------------------------------------- -------------------------------------------------------------------------------
Moody's Investors Service, Inc.                   99 Church Street, 4th Floor
                                                  New York, New York 10004
------------------------------------------------- -------------------------------------------------------------------------------
------------------------------------------------- -------------------------------------------------------------------------------
Standard & Poor's Ratings Services, a division    55 Water Street
of The McGraw-Hill Companies, Inc.                41st Floor
                                                  New York, New York 10041
------------------------------------------------- -------------------------------------------------------------------------------


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. REQUIRED  NOTICES TO RATING AGENCY AND  SUBSERVICER.  (See Section 11.06 of the
Standard Terms.)

Section 11.07. SEVERABILITY OF PROVISIONS.  (See Section 11.07 of the Standard Terms.)

Section 11.08. SUPPLEMENTAL  PROVISIONS  FOR  RESECURITIZATION.  (See  Section  11.08  of  the
Standard Terms.)

Section 11.09. ALLOCATION OF VOTING RIGHTS.

        98.0% 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;  1.0% of all Voting  Rights  shall be
allocated  among the Holders of Class SB  Certificates;  0.25% of all Voting  Rights  shall be
allocated  among the  Holders of the Class R-1  Certificates  in respect  of  Component  I, in
accordance with their  respective  Percentage  Interests;  0.25% of all Voting Rights shall be
allocated  among the  Holders of the Class R-1  Certificates  in respect of  Component  II, in
accordance with their  respective  Percentage  Interests;  0.25% of all Voting Rights shall be
allocated  among the Holders of the Class R-1  Certificates  in respect of  Component  III, in
accordance with their respective  Percentage  Interests;  and 0.25% of all Voting Rights shall
be  allocated  among the  Holders  of the Class R-X  Certificates,  in  accordance  with their
respective Percentage Interests.

Section 11.10. NO PETITION.

        The Company,  Master Servicer and the Trustee,  by entering into this  Agreement,  and
each Certificateholder,  by accepting a Certificate,  hereby covenant and agree that they will
not at any time  institute  against the Trust  Fund,  or join in any  institution  against the
Trust  Fund  of,  any  bankruptcy  proceedings  under  any  United  States  federal  or  state
bankruptcy or similar law in connection with any obligation  with respect to the  Certificates
or this Agreement.







                                          ARTICLE XII

                                 COMPLIANCE WITH REGULATION AB

                           (See Article XII of the Standard Terms)








OHS West:260239591.6
        IN WITNESS  WHEREOF,  the  Company,  the Master  Servicer  and the Trustee have caused
their names to be signed hereto by their  respective  officers  thereunto duly  authorized and
their respective  seals,  duly attested,  to be hereunto  affixed,  all as of the day and year
first above written.

                                                                  RESIDENTIAL ACCREDIT LOANS, INC.
[Seal]

                                                                  By:
                                                                  Name: Jeffrey Blaschko
                                                                  Title:  Vice President
Attest:
        Name:   Joseph Orning
        Title: Vice President

                                                                  RESIDENTIAL FUNDING COMPANY, LLC
[Seal]

                                                                  By:
                                                                  Name: Joseph Orning
                                                                  Title:  Associate
Attest:
        Name:  [Heather Anderson]
        Title: Associate

                                                                  DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
[Seal]

                                                                  By:
                                                                  Name: Amy Stoddard
                                                                  Title: Authorized Signer

                                                                  By:
                                                                  Name: Karlene Benvenuto
                                                                  Title:  Authorized Signer
Attest:
        Name:   Melissa Wilman
        Title: Vice President








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

        On the ___th  day of May,  2007  before  me, a notary  public  in and for said  State,
personally  appeared  ___________  known to me to be a Vice President of Residential  Accredit
Loans,  Inc., one of the corporations that executed the within  instrument,  and also known to
me to be the person who  executed it on behalf of said  corporation,  and  acknowledged  to me
that such corporation executed the within instrument.

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



                                                   Notary Public
[Notarial Seal]






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

        On the ___th  day of May,  2007  before  me, a notary  public  in and for said  State,
personally  appeared  ___________  known to me to be a(n)  Associate  of  Residential  Funding
Company,  LLC, one of the companies that executed the within instrument,  and also known to me
to be the person who executed it on behalf of said company,  and  acknowledged to me that such
company 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 CALIFORNIA          )
                             ) ss.:
COUNTY OF ORANGE             )

        On the ___th  day of May,  2007  before  me, a notary  public  in and for said  State,
personally  appeared  ____________  known to me to be a(n) Authorized  Signer of Deutsche Bank
Trust  Company  Americas,   the  New  York  banking   corporation  that  executed  the  within
instrument,  and also known to me to be the person who  executed it on behalf of said New York
banking  corporation and  acknowledged to me that such New York banking  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 CALIFORNIA          )
                             ) ss.:
COUNTY OF ORANGE             )

        On the ___th  day of May,  2007  before  me, a notary  public  in and for said  State,
personally  appeared  ____________  known to me to be a(n) Authorized  Signer of Deutsche Bank
Trust  Company  Americas,   the  New  York  banking   corporation  that  executed  the  within
instrument,  and also known to me to be the person who  executed it on behalf of said New York
banking  corporation and  acknowledged to me that such New York banking  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

                                    MORTGAGE LOAN SCHEDULE

                                      (On file with RFC)







                                         EXHIBIT TWO

                                INFORMATION TO BE INCLUDED IN
                             MONTHLY DISTRIBUTION DATE STATEMENT

        (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;

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

        (vi) the amount of such distribution to Holders of such Class of Certificates
        allocable to interest;

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

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

        (ix)  the aggregate Certificate Principal Balance of each of the Class A, Class M and
        Class SB Certificates as of the Closing Date.

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

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

        (xii) the number and Pool 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;

        (xiii) on the basis of the most recent reports furnished to it by Sub-Servicers, the
        number and Stated Principal Balances of Mortgage Loans that are Delinquent (A) 30-59
        days, (B) 60-89 days and (C) 90 or more days and the number and Stated Principal
        Balances of Mortgage Loans that are in foreclosure;

        (xiv) the aggregate amount of Realized Losses for such Distribution Date;

        (xv) 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;

        (xvi) 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;

        (xvii) any material breaches of Mortgage Loan representations or warranties or
        covenants in the Agreement.

        (xviii) the number, stated and aggregate principal balance of any REO Properties;

        (xix) 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;

        (xx) the Pass-Through Rates on each Class of Certificates and the Net WAC Cap Rate
        for such Distribution Date, separately identifying LIBOR for such Distribution Date;

        (xxi) the Basis Risk Shortfall and Prepayment Interest Shortfalls;

        (xxii) the related Senior Enhancement Percentage for such Distribution Date;

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

        (xxiv)  the occurrence of the Stepdown Date, and the aggregate amount of Realized
        Losses since the Cut-off Date for the Mortgage Loans;

        (xxv) the occurrence of the Credit Support Depletion Date;

        (xxvi) the aggregate amount of any recoveries on previously foreclosed loans; and

        (xxvii) the amount of any Net Swap Payment payable to the Trustee on behalf of the
        Trust, any Net Swap Payment payable to the Certificate Swap Counterparty, any Swap
        Termination Payment payable to the Trustee on behalf of the Trust and any Swap
        Termination Payment payable to the Certificate Swap Counterparty.

        In the case of information  furnished  pursuant to clauses (v)(a) and (vi) above,  the
amounts shall be expressed as a dollar amount per Certificate with a $1,000 denomination.

        The Trustee's  internet website will initially be located at  www.tss.db.com/invr.  To
receive this statement via first class mail, telephone the trustee at (800) 735-7777.








                                        EXHIBIT THREE

                           STANDARD TERMS OF POOLING AND SERVICING
                              AGREEMENT DATED AS OF MAY 1, 2007




==============================================================================================






                                      STANDARD TERMS OF
                               POOLING AND SERVICING AGREEMENT



                                   Dated as of May 1, 2007



                               Residential Accredit Loans, Inc.
                       Mortgage Asset-Backed Pass-Through Certificates




==============================================================================================






                                      TABLE OF CONTENTS

                                                                                          PAGE


ARTICLE I         DEFINITIONS...............................................................2

        Section 1.01. Definitions...........................................................2

        Section 1.02. Use of Words and Phrases.............................................35

ARTICLE II        CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES..........36

        Section 2.01. Conveyance of Mortgage Loans.........................................36

        Section 2.02. Acceptance by Trustee................................................43

        Section 2.03. Representations, Warranties and Covenants of the Master
                          Servicer and the Company.........................................44

        Section 2.04. Representations and Warranties of Residential Funding................46

        Section 2.05. Execution and Authentication of Certificates/Issuance of
                          Certificates Evidencing Interests in REMIC I Certificates........48

        Section 2.06. Conveyance of Uncertificated REMIC I and REMIC II Regular
                          Interests; Acceptance by the Trustee.............................48

        Section 2.07. Issuance of Certificates Evidencing Interests in REMIC II............48

        Section 2.08. Purposes and Powers of the Trust.....................................48

ARTICLE III       ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...........................48

        Section 3.01. Master Servicer to Act as Servicer...................................48

        Section 3.02. Subservicing Agreements Between Master Servicer and
                          Subservicers; Enforcement of Subservicers' and Sellers'
                          Obligations......................................................50

        Section 3.03. Successor Subservicers...............................................51

        Section 3.04. Liability of the Master Servicer.....................................51

        Section 3.05. No Contractual Relationship Between Subservicer and Trustee or
                          Certificateholders...............................................52

        Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee......52

        Section 3.07. Collection of Certain Mortgage Loan Payments;  Deposits to
                          Custodial Account................................................52

        Section 3.08. Subservicing Accounts; Servicing Accounts............................55

        Section 3.09. Access to Certain Documentation and  Information Regarding the
                          Mortgage Loans...................................................57

        Section 3.10. Permitted Withdrawals from the Custodial Account.....................57

        Section 3.11. Maintenance of the Primary Insurance  Policies; Collections
                          Thereunder.......................................................59

        Section 3.12. Maintenance of Fire Insurance and  Omissions and Fidelity
                          Coverage.........................................................60

        Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
                          Modification Agreements; Certain Assignments.....................61

        Section 3.14. Realization Upon Defaulted Mortgage Loans............................63

        Section 3.15. Trustee to Cooperate; Release of Custodial Files.....................67

        Section 3.16. Servicing and Other Compensation; Compensating Interest..............68

        Section 3.17. Reports to the Trustee and the Company...............................69

        Section 3.18. Annual Statement as to Compliance and Servicing Assessment...........69

        Section 3.19. Annual Independent Public Accountants' Servicing Report..............70

        Section 3.20. Rights of the Company in Respect of the Master Servicer..............70

        Section 3.21. Administration of Buydown Funds......................................70

        Section 3.22. Advance Facility.....................................................71

ARTICLE IV        PAYMENTS TO CERTIFICATEHOLDERS...........................................75

        Section 4.01. Certificate Account..................................................75

        Section 4.02. Distributions.     ..................................................76

        Section 4.03. Statements to Certificateholders; Statements to Rating
                          Agencies; Exchange Act Reporting.................................76

        Section 4.04. Distribution of Reports to the Trustee and  the Company;
                          Advances by the Master Servicer..................................78

        Section 4.05. Allocation of Realized Losses........................................79

        Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property........80

        Section 4.07. Optional Purchase of Defaulted Mortgage Loans........................80

        Section 4.08. Surety Bond..........................................................80

ARTICLE V         THE CERTIFICATES.........................................................81

        Section 5.01. The Certificates.....................................................81

        Section 5.02. Registration of Transfer and Exchange of Certificates................83

        Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates....................89

        Section 5.04. Persons Deemed Owners................................................89

        Section 5.05. Appointment of Paying Agent..........................................90

        Section 5.06. U.S.A. Patriot Act Compliance........................................90

ARTICLE VI        THE COMPANY AND THE MASTER SERVICER......................................91

        Section 6.01. Respective Liabilities of the Company and the Master Servicer........91

        Section 6.02. Merger or Consolidation of the Company or the Master Servicer;
                          Assignment of Rights and Delegation of Duties by Master
                          Servicer.........................................................91

        Section 6.03. Limitation on Liability of the Company,  the Master Servicer
                          and Others.......................................................92

        Section 6.04. Company and Master Servicer Not to Resign............................93

ARTICLE VII       DEFAULT..................................................................94

        Section 7.01. Events of Default....................................................94

        Section 7.02. Trustee or Company to Act; Appointment of Successor..................96

        Section 7.03. Notification to Certificateholders...................................97

        Section 7.04. Waiver of Events of Default..........................................97

ARTICLE VIII      CONCERNING THE TRUSTEE...................................................98

        Section 8.01. Duties of Trustee....................................................98

        Section 8.02. Certain Matters Affecting the Trustee................................99

        Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans...............101

        Section 8.04. Trustee May Own Certificates........................................101

        Section 8.05. Master Servicer to Pay Trustee's Fees  and Expenses;
                          Indemnification.................................................101

        Section 8.06. Eligibility Requirements for Trustee................................102

        Section 8.07. Resignation and Removal of the Trustee..............................103

        Section 8.08. Successor Trustee...................................................104

        Section 8.09. Merger or Consolidation of Trustee..................................104

        Section 8.10. Appointment of Co-Trustee or Separate Trustee.......................104

        Section 8.11. Appointment of the Custodian........................................105

        Section 8.12. Appointment of Office or Agency.....................................106

ARTICLE IX        TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES....................107

        Section 9.01. Optional Purchase by the Master Servicer of All Certificates;
                          Termination Upon Purchase by the Master Servicer or
                          Liquidation of All Mortgage Loans...............................107

        Section 9.02. Additional Termination Requirements.................................110

        Section 9.03. Termination of Multiple REMICs......................................111

ARTICLE X         REMIC PROVISIONS........................................................112

        Section 10.01.REMIC Administration................................................112

        Section 10.02.Master Servicer, REMIC Administrator and Trustee Indemnification....115

        Section 10.03.Designation of REMIC(s).............................................116

        Section 10.04.Distributions on the Uncertificated REMIC I and REMIC II
                          Regular Interests...............................................116

        Section 10.05.Compliance with Withholding Requirements............................116

ARTICLE XI        MISCELLANEOUS PROVISIONS................................................117

        Section 11.01.Amendment...........................................................117

        Section 11.02.Recordation of Agreement; Counterparts..............................119

        Section 11.03.Limitation on Rights of Certificateholders..........................120

        Section 11.04.Governing Law.......................................................120

        Section 11.05.Notices.............................................................121
        Section 11.06.Required Notices to Rating Agency and Subservicer...................121

        Section 11.07.Severability of Provisions..........................................122

        Section 11.08.Supplemental Provisions for Resecuritization........................122

        Section 11.09.Allocation of Voting Rights.........................................122

        Section 11.10.No Petition.........................................................122

ARTICLE XII       COMPLIANCE WITH REGULATION AB...........................................123

        Section 12.01.Intent of the Parties; Reasonableness...............................123

        Section 12.02.Additional Representations and Warranties of the Trustee............123

        Section 12.03.Information to Be Provided by the Trustee...........................124

        Section 12.04.Report on Assessment of Compliance and Attestation..................124

        Section 12.05.Indemnification; Remedies...........................................125







                                           EXHIBITS

Exhibit A:            Form of Class A Certificate
Exhibit A-I:          Form of Class X Certificate
Exhibit B:            Form of Class M Certificate
Exhibit C:            Form of Class B Certificate
Exhibit C-I:          Form of Class P Certificate
Exhibit C-II:         Form of Class SB Certificate
Exhibit D:            Form of Class R Certificate
Exhibit E:            Form of Seller/Servicer Contract
Exhibit F:            Forms of Request for Release
Exhibit G-1:          Form of Transfer Affidavit and Agreement
Exhibit G-2:          Form of Transferor Certificate
Exhibit H:            Form of Investor Representation Letter
Exhibit I:            Form of Transferor Representation Letter
Exhibit J:            Form of Rule 144A Investment Representation Letter
Exhibit K:            Text of Amendment to Pooling and Servicing Agreement Pursuant to
                      Section 11.01(e) for a Limited Guaranty
Exhibit L:            Form of Limited Guaranty
Exhibit M:            Form of Lender Certification for Assignment of Mortgage Loan
Exhibit N:            Request for Exchange Form
Exhibit O:            Form of Form 10-K Certification
Exhibit P:            Form of Back-Up Certification to Form 10-K Certificate
Exhibit Q:            Information to be Provided by the Master Servicer to the Rating
Agencies              Relating to Reportable Modified Mortgage Loans
Exhibit R:            Servicing Criteria









        This is the Standard  Terms of Pooling and Servicing  Agreement,  dated as of December
1, 2006 (the "Standard  Terms",  and as  incorporated  by reference  into a Series  Supplement
dated as of the Cut-off Date,  the "Pooling and Servicing  Agreement" or  "Agreement"),  among
RESIDENTIAL  ACCREDIT LOANS, INC., as the company (together with its permitted  successors and
assigns, the "Company"),  RESIDENTIAL FUNDING COMPANY,  LLC, as master servicer (together with
its permitted  successors and assigns,  the "Master  Servicer"),  and the trustee named in the
applicable  Series  Supplement  (together  with its  permitted  successors  and  assigns,  the
"Trustee").

                                    PRELIMINARY STATEMENT:

        The Company intends to sell certain mortgage  asset-backed  pass-through  certificates
(collectively,  the  "Certificates"),  to be issued under the  Agreement in multiple  classes,
which  in the  aggregate  will  evidence  the  entire  beneficial  ownership  interest  in the
Mortgage Loans.

        In consideration of the mutual agreements herein  contained,  the Company,  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.

        Accretion Termination Date:  As defined in the Series Supplement.

        Accrual Certificates:  As defined in the Series Supplement.

        Accrued  Certificate  Interest:  With  respect to each  Distribution  Date,  as to any
Class or Subclass of  Certificates  (other than any  Principal  Only  Certificates),  interest
accrued during the related  Interest  Accrual Period at the related  Pass-Through  Rate on the
Certificate   Principal  Balance  or  Notional  Amount  thereof   immediately  prior  to  such
Distribution Date. Accrued  Certificate  Interest will be calculated on the basis of a 360-day
year,  consisting of twelve 30-day months.  In each case Accrued  Certificate  Interest on any
Class or Subclass of Certificates will be reduced by the amount of:

        (i)    Prepayment  Interest  Shortfalls on all Mortgage Loans or, if the Mortgage Pool
               is comprised of two or more Loan Groups,  on the Mortgage  Loans in the related
               Loan Group (to the extent not offset by the Master  Servicer  with a payment of
               Compensating Interest as provided in Section 4.01),

         (ii)  the interest  portion  (adjusted to the Net Mortgage  Rate (or the Modified Net
               Mortgage Rate in the case of a Modified  Mortgage  Loan)) of Realized Losses on
               all Mortgage  Loans or, if the  Mortgage  Pool is comprised of two or more Loan
               Groups,  on the  Mortgage  Loans in the related  Loan Group  (including  Excess
               Special  Hazard  Losses,  Excess Fraud  Losses,  Excess  Bankruptcy  Losses and
               Extraordinary  Losses) not allocated  solely to one or more specific Classes of
               Certificates pursuant to Section 4.05,

         (iii) the interest  portion of Advances that were (A) previously made with respect to
               a Mortgage Loan or REO Property on all Mortgage  Loans or, if the Mortgage Pool
               is comprised of two or more Loan Groups,  on the Mortgage  Loans in the related
               Loan Group, which remained  unreimbursed  following the Cash Liquidation or REO
               Disposition  of such Mortgage Loan or REO Property and (B) made with respect to
               delinquencies  that were  ultimately  determined  to be Excess  Special  Hazard
               Losses,  Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses,
               and

        (iv)   any other interest shortfalls not covered by the subordination  provided by the
               Class M Certificates and Class B Certificates,  including  interest that is not
               collectible from the Mortgagor pursuant to the Servicemembers  Civil Relief Act
               of 1940, as amended,  or similar  legislation  or regulations as in effect from
               time to time,

with all such  reductions  allocated (A) among all of the  Certificates in proportion to their
respective  amounts of Accrued  Certificate  Interest payable on such Distribution Date absent
such  reductions  or (B) if the Mortgage  Pool is  comprised  of two or more Loan Groups,  the
related  Senior  Percentage  of such  reductions  among the  related  Senior  Certificates  in
proportion  to the amounts of Accrued  Certificate  Interest  payable  from the  related  Loan
Group  on  such  Distribution  Date  absent  such  reductions,  with  the  remainder  of  such
reductions  allocated  among the holders of the Class M Certificates  and Class B Certificates
in proportion to their  respective  amounts of Accrued  Certificate  Interest  payable on such
Distribution  Date absent such  reductions.  In  addition  to that  portion of the  reductions
described in the preceding  sentence  that are allocated to any Class of Class B  Certificates
or any Class of Class M Certificates,  Accrued  Certificate  Interest on such Class of Class B
Certificates  or such Class of Class M  Certificates  will be reduced by the interest  portion
(adjusted  to the Net  Mortgage  Rate) of Realized  Losses that are  allocated  solely to such
Class of Class B Certificates or such Class of Class M Certificates pursuant to Section 4.05.

        Addendum and Assignment  Agreement:  The Addendum and Assignment  Agreement,  dated as
of January 31, 1995, between MLCC and the Master Servicer.

        Additional  Collateral:  Any  of the  following  held,  in  addition  to  the  related
Mortgaged  Property,  as security for a Mortgage  Loan:  (i) all money,  securities,  security
entitlements,  accounts, general intangibles, payment rights, instruments,  documents, deposit
accounts,  certificates of deposit,  commodities  contracts and other investment  property and
other  property of whatever kind or  description  now existing or hereafter  acquired which is
pledged as security for the  repayment of such Mortgage  Loan,  (ii)  third-party  guarantees,
and (A) all money, securities, security entitlements,  accounts, general intangibles,  payment
rights,  instruments,  documents,  deposit  accounts,  certificates  of  deposit,  commodities
contracts and other  investment  property and other  property of whatever kind or  description
now existing or hereafter  acquired  which is pledged as collateral  for such guarantee or (B)
any  mortgaged  property  securing  the  performance  of such  guarantee,  or (iii) such other
collateral as may be set forth in the Series Supplement.

        Additional  Collateral  Loan:  Each  Mortgage  Loan that is  supported  by  Additional
Collateral.

        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.

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

        Advance Facility: As defined in Section 3.22.

        Advance Facility Notice: As defined in Section 3.22.

        Advance Facility Trustee: As defined in Section 3.22.

        Advancing Person: As defined in Section 3.22.

        Advance Reimbursement Amounts: As defined in Section 3.22.

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

        Ambac: Ambac Assurance Corporation (formerly known as AMBAC Indemnity Corporation).

        Amount Held for Future  Distribution:  As to any  Distribution  Date and, with respect
to any  Mortgage  Pool that is  comprised  of two or more Loan  Groups,  each Loan Group,  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,  Curtailments,  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,  Insurance
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  Principal
Prepayments  in Full  made  after the  related  Prepayment  Period,  and (ii)  payments  which
represent  early  receipt of  scheduled  payments of  principal  and interest due on a date or
dates subsequent to the related Due Date.

        Appraised Value: As 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  determined  above or the appraised
value determined in an appraisal at the time of refinancing or  modification,  as the case may
be.

        Assigned  Contracts:  With  respect to any  Pledged  Asset  Loan:  the Credit  Support
Pledge  Agreement;  the Funding  and Pledge  Agreement,  among GMAC  Mortgage,  LLC,  National
Financial  Services  Corporation  and the  Mortgagor  or other  person  pledging  the  related
Pledged  Assets;  the Additional  Collateral  Agreement,  between GMAC  Mortgage,  LLC and the
Mortgagor or other person  pledging the related  Pledged  Assets;  or such other  contracts as
may be set forth in the Series Supplement.

        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 Company relating to the transfer and assignment of
the Mortgage Loans.

        Assignment  Agreement and Amendment of Security  Instrument:  With respect to a Sharia
Mortgage  Loan, the agreement  between the consumer and the co-owner  pursuant to which all of
the  co-owner's  interest as a  beneficiary  under the related  Sharia  Mortgage Loan Security
Instrument  and the  co-owner's  interest in the related  Mortgaged  Property is conveyed to a
subsequent  owner,  which may take the form of an "Assignment  Agreement" and an "Amendment of
Security  Instrument" or an "Assignment  Agreement and Amendment of Security  Instrument",  as
applicable.

        Assignment of Proprietary  Lease:  With respect to a Cooperative  Loan, the assignment
of the related  Cooperative  Lease from the  Mortgagor to the  originator  of the  Cooperative
Loan.

        Available  Distribution  Amount:  As to any Distribution Date and, with respect to any
Mortgage Pool  comprised of two or more Loan Groups,  each Loan Group,  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,  (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),  (iv) any amount  deposited in the Certificate  Account
pursuant  to Section  4.07 or Section  9.01,  (v) any amount  that the Master  Servicer is not
permitted  to withdraw  from the  Custodial  Account or the  Certificate  Account  pursuant to
Section  3.16(e),  (vi) any amount  received  by the  Trustee  pursuant  to the Surety Bond in
respect of such  Distribution  Date and (vii) the  proceeds of any Pledged Assets  received by
the Master  Servicer,  reduced by (b) the sum as of the close of business  on the  immediately
preceding  Determination Date of (w) aggregate  Foreclosure  Profits,  (x) the Amount Held for
Future  Distribution,  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).  Such amount  shall be  determined  separately  for each Loan
Group.  Additionally,  with respect to any Mortgage Pool that is comprised of two or more Loan
Groups, if on any Distribution  Date  Compensating  Interest provided pursuant to this Section
3.16(e)  is less  than  Prepayment  Interest  Shortfalls  incurred  on the  Mortgage  Loans in
connection  with  Principal  Prepayments in Full and  Curtailments  made in the prior calendar
month,  such  Compensating  Interest  shall  be  allocated  on such  Distribution  Date to the
Available  Distribution  Amount for each Loan Group on a pro rata basis in accordance with the
respective amounts of such Prepayment  Interest  Shortfalls  incurred on the Mortgage Loans in
such Loan Group in respect of such Distribution Date.

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

        Bankruptcy  Loss:  With  respect to any Mortgage  Loan, a Deficient  Valuation or Debt
Service Reduction;  provided,  however,  that neither a Deficient Valuation nor a Debt Service
Reduction  shall be deemed a  Bankruptcy  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.

        Book-Entry  Certificate:  Any Certificate  registered in the name of the Depository or
its nominee, and designated as such in the Preliminary Statement to the Series Supplement.

        Business  Day:  Any day other than (i) a  Saturday  or a Sunday or (ii) a day on which
banking  institutions  in the  State  of New  York,  the  State  of  Michigan,  the  State  of
California,  the State of Illinois or the State of  Minnesota  (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.

        Buydown  Funds:  Any amount  contributed  by the seller of a Mortgaged  Property,  the
Company or other source in order to enable the  Mortgagor  to reduce the payments  required to
be made from the  Mortgagor's  funds in the early years of a Mortgage Loan.  Buydown Funds are
not part of the Trust Fund prior to deposit into the Custodial or Certificate Account.

        Buydown  Mortgage Loan:  Any Mortgage Loan as to which a specified  amount of interest
is paid out of related Buydown Funds in accordance with a related buydown agreement.

        Calendar  Quarter:  A Calendar  Quarter  shall  consist of one of the  following  time
periods  in any given  year:  January 1 through  March  31,  April 1 through  June 30,  July 1
through September 30, and October 1 through December 31.

        Capitalization  Reimbursement  Amount: With respect to any Distribution Date and, with
respect to any  Mortgage  Pool  comprised  of two or more Loan  Groups,  each Loan Group,  the
amount of Advances or Servicing  Advances that were added to the Stated  Principal  Balance of
all Mortgage  Loans or, if the Mortgage  Pool is comprised of two or more Loan Groups,  on the
Mortgage  Loans in the related Loan Group,  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),  plus the Capitalization  Reimbursement  Shortfall Amount remaining unreimbursed
from any prior  Distribution  Date and reimbursed to the Master  Servicer or Subservicer on or
prior to such Distribution Date.

        Capitalization  Reimbursement  Shortfall Amount: With respect to any Distribution Date
and,  with  respect to any  Mortgage  Pool  comprised  of two or more Loan  Groups,  each Loan
Group,  the amount,  if any, by which the amount of Advances or Servicing  Advances  that were
added to the Stated  Principal  Balance of all  Mortgage  Loans (or, if the  Mortgage  Pool is
comprised  of two or more Loan  Groups,  on the  Mortgage  Loans in the  related  Loan  Group)
during the preceding  calendar month exceeds the amount of principal  payments on the Mortgage
Loans  included in the  Available  Distribution  Amount (or, if the Mortgage Pool is comprised
of two or more Loan  Groups,  Available  Distribution  Amount for the related  Loan Group) for
that Distribution Date.

        Cash Liquidation:  As 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  Account  Deposit  Date:  As 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,  and,  in respect of any  Insured  Certificates,  the  Certificate
Insurer to the extent of Cumulative  Insurance  Payments,  except that neither a  Disqualified
Organization  nor a Non-United  States Person shall be a holder of a Class R  Certificate  for
purposes  hereof and,  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 Company,  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 Insurer: As defined in the Series Supplement.

        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 each  Certificate  (other  than any
Interest Only 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, plus

         (ii)  any Subsequent  Recoveries added to the Certificate  Principal  Balance of such
               Certificate pursuant to Section 4.02, plus

        (iii)  in the case of each  Accrual  Certificate,  an  amount  equal to the  aggregate
               Accrued  Certificate  Interest  added  to  the  Certificate  Principal  Balance
               thereof prior to such date of determination, minus

         (iv)  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(a)
               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  the  Certificate  Principal  Balance  of each  Certificate  of the  Class  of
Subordinate  Certificates  with the Lowest Priority at any given time shall be further reduced
by an amount equal to the Percentage  Interest  represented by such Certificate  multiplied by
the excess,  if any, of (A) the then aggregate  Certificate  Principal  Balance of all Classes
of Certificates  then outstanding over (B) the then aggregate Stated Principal  Balance of the
Mortgage Loans.

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

        Class:  Collectively,  all of the  Certificates  bearing  the  same  designation.  The
initial Class A-V  Certificates  and any Subclass  thereof issued  pursuant to Section 5.01(c)
shall be a single Class for purposes of this Agreement.

        Class  A-P  Certificate:  Any  one of  the  Certificates  designated  as a  Class  A-P
Certificate.

        Class  A-P  Collection  Shortfall:  With  respect  to  the  Cash  Liquidation  or  REO
Disposition  of a Discount  Mortgage  Loan,  any  Distribution  Date and,  with respect to any
Mortgage  Pool  comprised  of two or more Loan  Groups,  each Loan  Group,  the  excess of the
amount  described  in clause  (C)(1) of the  definition  of Class A-P  Principal  Distribution
Amount (for the  related  Loan  Group,  if  applicable)  over the amount  described  in clause
(C)(2) of such definition.

        Class A-P Principal  Distribution  Amount:  With respect to any Distribution Date and,
with respect to any Mortgage Pool  comprised of two or more Loan Groups,  each Loan Group,  an
amount equal to the aggregate of:

               (A)    the related Discount  Fraction of the principal  portion of each Monthly
        Payment  on each  Discount  Mortgage  Loan (or,  with  respect  to any  Mortgage  Pool
        comprised of two or more Loan Groups,  each Discount Mortgage Loan in the related Loan
        Group) due during the related Due Period,  whether or not  received on or prior to the
        related  Determination  Date, minus the Discount  Fraction of the principal portion of
        any related  Debt  Service  Reduction  which  together  with other  Bankruptcy  Losses
        exceeds the Bankruptcy Amount;

               (B)    the  related  Discount   Fraction  of  the  principal   portion  of  all
        unscheduled  collections  on each  Discount  Mortgage  Loan (or,  with  respect to any
        Mortgage Pool  comprised of two or more Loan Groups,  each  Discount  Mortgage Loan in
        the related Loan Group) received  during the preceding  calendar month or, in the case
        of Principal  Prepayments in Full,  during the related  Prepayment  Period (other than
        amounts  received  in  connection  with a Cash  Liquidation  or REO  Disposition  of a
        Discount   Mortgage  Loan  described  in  clause  (C)  below),   including   Principal
        Prepayments in Full,  Curtailments,  Subsequent Recoveries and repurchases  (including
        deemed  repurchases under Section 3.07(b)) of such Discount Mortgage Loans (or, in the
        case of a  substitution  of a Deleted  Mortgage  Loan,  the  Discount  Fraction of the
        amount of any  shortfall  deposited in the Custodial  Account in connection  with such
        substitution);

               (C)    in  connection  with  the  Cash  Liquidation  or  REO  Disposition  of a
        Discount  Mortgage  Loan (or,  with respect to any Mortgage  Pool  comprised of two or
        more Loan  Groups,  each  Discount  Mortgage  Loan in the  related  Loan  Group)  that
        occurred  during the preceding  calendar month (or was deemed to have occurred  during
        such period in  accordance  with  Section  3.07(b))  that did not result in any Excess
        Special Hazard Losses,  Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary
        Losses,  an amount equal to the lesser of (1) the applicable  Discount Fraction of the
        Stated  Principal  Balance of such Discount  Mortgage Loan  immediately  prior to such
        Distribution  Date and (2) the aggregate  amount of the  collections  on such Mortgage
        Loan to the extent applied as recoveries of principal;

               (D)    any amounts  allocable to principal for any previous  Distribution  Date
        (calculated pursuant to clauses (A) through (C) above) that remain undistributed; and

               (E)    the amount of any Class A-P Collection  Shortfalls for such Distribution
        Date and the  related  Loan  Group,  if  applicable,  and the  amount of any Class A-P
        Collection  Shortfalls  (for the related Loan Group, if applicable)  remaining  unpaid
        for all previous  Distribution Dates, but only to the extent of the Eligible Funds for
        such Distribution Date; minus

               (F)    the  related  Discount  Fraction  of the  portion of the  Capitalization
        Reimbursement   Amount  (for  the  related  Loan  Group,   if  applicable)   for  such
        Distribution  Date,  if any,  related to each  Discount  Mortgage Loan (in the related
        Loan Group, if applicable).

        Notwithstanding the foregoing,  with respect to any Distribution Date on and after the
Credit  Support  Depletion  Date,  the Class A-P  Principal  Distribution  Amount  (for a Loan
Group,  if  applicable)  shall  equal the  excess of (i) the sum of (a) the  related  Discount
Fraction of the principal  portion of each Monthly Payment on each Discount  Mortgage Loan (in
the  related  Loan  Group,   if  applicable)   received  or  advanced  prior  to  the  related
Determination  Date  and  not  previously  distributed  minus  the  Discount  Fraction  of the
principal  portion of any related Debt Service  Reduction which together with other Bankruptcy
Losses exceeds the Bankruptcy  Amount and (b) the related  Discount  Fraction of the aggregate
amount of  unscheduled  collections  described  in  clauses  (B) and (C)  above  over (ii) the
amount calculated pursuant to clause (F) above.

        Class  A-V  Certificate:  Any  one of  the  Certificates  designated  as a  Class  A-V
Certificate, including any Subclass thereof.

        Class  B  Certificate:  Any  one  of  the  Certificates  designated  as  a  Class  B-1
Certificate, Class B-2 Certificate or Class B-3 Certificate.

        Class  M  Certificate:  Any  one  of  the  Certificates  designated  as  a  Class  M-1
Certificate, Class M-2 Certificate or Class M-3 Certificate.

        Class  P  Certificate:   Any  one  of  the  Certificates   designated  as  a  Class  P
Certificate.

        Class  SB  Certificate:  Any  one  of  the  Certificates  designated  as  a  Class  SB
Certificate.

        Class  X  Certificate:   Any  one  of  the  Certificates   designated  as  a  Class  X
Certificate.

        Closing Date:  As defined in the Series Supplement.

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

        Combined  Collateral  LLC:  Combined  Collateral  LLC,  a Delaware  limited  liability
company.

        Commission:  The Securities and Exchange Commission.

        Compensating  Interest:  With  respect to any  Distribution  Date,  an amount equal to
Prepayment  Interest  Shortfalls  resulting  from  Principal  Prepayments  in Full  during the
related  Prepayment  Period and  Curtailments  during the prior calendar month and included in
the Available  Distribution  Amount for such  Distribution  Date, but not more than the lesser
of  (a)  one-twelfth  of  0.125%  of the  Stated  Principal  Balance  of  the  Mortgage  Loans
immediately  preceding  such  Distribution  Date and (b) the sum of the  Servicing Fee 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.

        Compliance With Laws  Representation:  The following  representation  and warranty (or
any  representation  and warranty that is substantially  similar) made by Residential  Funding
in Section 4 of  Assignment  Agreement:  "Each  Mortgage Loan at the time it was made complied
in all material respects with applicable local,  state, and federal laws,  including,  but not
limited to, all applicable anti-predatory lending laws".

        Cooperative:  A private,  cooperative  housing  corporation  which owns or leases land
and all or part of a building or buildings,  including apartments,  spaces used for commercial
purposes  and common  areas  therein  and whose  board of  directors  authorizes,  among other
things, the sale of Cooperative Stock.

        Cooperative  Apartment:  A dwelling unit in a multi-dwelling  building owned or leased
by a Cooperative,  which unit the Mortgagor has an exclusive  right to occupy  pursuant to the
terms of a proprietary lease or occupancy agreement.

        Cooperative  Lease:  With respect to a  Cooperative  Loan,  the  proprietary  lease or
occupancy  agreement with respect to the Cooperative  Apartment  occupied by the Mortgagor and
relating to the related  Cooperative  Stock,  which lease or  agreement  confers an  exclusive
right to the holder of such Cooperative Stock to occupy such apartment.

        Cooperative  Loans:  Any of the  Mortgage  Loans  made  in  respect  of a  Cooperative
Apartment,  evidenced  by a Mortgage  Note and secured by (i) a Security  Agreement,  (ii) the
related  Cooperative  Stock  Certificate,  (iii) an assignment of the Cooperative  Lease, (iv)
financing  statements  and (v) a stock  power (or other  similar  instrument),  and  ancillary
thereto,  a  recognition   agreement  between  the  Cooperative  and  the  originator  of  the
Cooperative  Loan,  each of which was  transferred  and  assigned to the  Trustee  pursuant to
Section 2.01 and are from time to time held as part of the Trust Fund.

        Cooperative  Stock: With respect to a Cooperative  Loan, the single  outstanding class
of stock, partnership interest or other ownership instrument in the related Cooperative.

        Cooperative  Stock  Certificate:  With  respect  to  a  Cooperative  Loan,  the  stock
certificate or other instrument evidencing the related Cooperative Stock.

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

        Credit Support  Depletion Date: The first  Distribution  Date on which the Certificate
Principal Balances of the Subordinate Certificates have been reduced to zero.

        Credit Support Pledge  Agreement:  The Credit  Support Pledge  Agreement,  dated as of
November 24, 1998,  among the Master Servicer,  GMAC Mortgage,  LLC,  Combined  Collateral LLC
and The First  National  Bank of Chicago  (now known as Bank One,  National  Association),  as
custodian.

        Cumulative Insurance Payments:  As defined in the Series Supplement.

        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 Company,  the
Master  Servicer,  the  Trustee  and a Custodian  pursuant  to which the  Custodian  will hold
certain documents relating to the Mortgage Loans on behalf of the Trustee.

        Custodial  File:  Any mortgage  loan document in the Mortgage File that is required to
be delivered to the Trustee or Custodian pursuant to Section 2.01(b) of this Agreement.

        Custodian:  A custodian appointed pursuant to a Custodial Agreement.

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

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

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

        Definitive Certificate:  Any Certificate other than a Book-Entry 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 last  business  day  immediately  prior to 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 last
business day  immediately  prior to 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 July
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.

        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 Securities Exchange Act of 1934, as amended.

        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.

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

        Destroyed  Obligation  to  Pay:  An  Obligation  to Pay  the  original  of  which  was
permanently lost or destroyed and has not been replaced.

        Determination Date: As defined in the Series Supplement.

        Discount  Fraction:  With  respect  to  each  Discount  Mortgage  Loan,  the  fraction
expressed as a  percentage,  the  numerator  of which is the Discount Net Mortgage  Rate minus
the Net  Mortgage  Rate (or the  initial  Net  Mortgage  Rate  with  respect  to any  Discount
Mortgage  Loans as to which the  Mortgage  Rate is  modified  pursuant  to  3.07(a))  for such
Mortgage Loan and the  denominator  of which is the Discount Net Mortgage  Rate.  The Discount
Fraction  with respect to each Discount  Mortgage Loan is set forth as an exhibit  attached to
the Series Supplement.

        Discount  Mortgage  Loan: Any Mortgage Loan having a Net Mortgage Rate (or the initial
Net Mortgage  Rate) of less than the  Discount  Net  Mortgage  Rate per annum and any Mortgage
Loan  deemed  to  be a  Discount  Mortgage  Loan  pursuant  to  the  definition  of  Qualified
Substitute Mortgage Loan.

        Discount Net Mortgage Rate:  As defined in the Series Supplement.

        Disqualified Organization:  Any organization defined as a "disqualified  organization"
under Section  860E(e)(5) of the Code,  and 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), (iv) rural electric and telephone  cooperatives  described
in Section  1381(a)(2)(C)  of the Code, (v) any "electing  large  partnership,"  as defined in
Section  775(a) of the Code and (vi) 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 the Trust Fund or any Person  having an Ownership  Interest in any Class
of  Certificates  (other than such  Person) to incur a  liability  for any federal tax imposed
under the Code that  would not  otherwise  be imposed  but for the  Transfer  of an  Ownership
Interest in a Class R  Certificate  to such Person.  The terms  "United  States",  "State" and
"international  organization" shall have the meanings set forth in Section 7701 of the Code or
successor provisions.

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

        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 one-month period set forth in
the Series Supplement.

        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 the
Trustee,  or (iv)  in the  case of the  Certificate  Account,  a  trust  account  or  accounts
maintained in the  corporate  trust  department of the Trustee,  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).

        Event of Default:  As defined in Section 7.01.

        Excess  Bankruptcy Loss: Any Bankruptcy  Loss, or portion  thereof,  which exceeds the
then applicable Bankruptcy Amount.

        Excess  Fraud  Loss:  Any Fraud  Loss,  or portion  thereof,  which  exceeds  the then
applicable Fraud Loss Amount.

        Excess  Special  Hazard  Loss:  Any Special  Hazard  Loss,  or portion  thereof,  that
exceeds the then applicable Special Hazard Amount.

        Excess  Subordinate  Principal Amount:  With respect to any Distribution Date on which
the aggregate  Certificate  Principal  Balance of the Class of Subordinate  Certificates  then
outstanding  with the Lowest  Priority is to be reduced to zero and on which  Realized  Losses
are to be  allocated  to such class or  classes,  the  excess,  if any, of (i) the amount that
would  otherwise  be  distributable  in  respect  of  principal  on such  class or  classes of
Certificates  on such  Distribution  Date  over  (ii) the  excess,  if any,  of the  aggregate
Certificate  Principal  Balance of such class or classes of Certificates  immediately prior to
such  Distribution  Date over the aggregate  amount of Realized Losses to be allocated to such
classes  of  Certificates  on such  Distribution  Date as  reduced  by any  amount  calculated
pursuant to clause (E) of the  definition of Class A-P  Principal  Distribution  Amount.  With
respect  to any  Mortgage  Pool that is  comprised  of two or more  Loan  Groups,  the  Excess
Subordinate  Principal  Amount will be  allocated  between each Loan Group on a pro rata basis
in  accordance  with the  amount  of  Realized  Losses  attributable  to each  Loan  Group and
allocated to the Certificates on such Distribution Date.

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

        Extraordinary  Events:  Any of the  following  conditions  with respect to a Mortgaged
Property (or,  with respect to a  Cooperative  Loan,  the  Cooperative  Apartment) or Mortgage
Loan causing or resulting in a loss which causes the liquidation of such Mortgage Loan:

(a)     losses that are of the type that would be covered by the fidelity  bond and the errors
        and omissions  insurance policy required to be maintained  pursuant to Section 3.12(b)
        but are in excess of the coverage maintained thereunder;

(b)     nuclear  reaction  or nuclear  radiation  or  radioactive  contamination,  all whether
        controlled or uncontrolled,  and whether such loss be direct or indirect, proximate or
        remote or be in whole or in part caused by,  contributed  to or  aggravated by a peril
        covered by the definition of the term "Special Hazard Loss";

(c)     hostile  or warlike  action in time of peace or war,  including  action in  hindering,
        combating or defending against an actual, impending or expected attack:

1.      by any  government  or  sovereign  power,  de jure or de  facto,  or by any  authority
               maintaining or using military, naval or air forces; or

2.      by military, naval or air forces; or

3.      by an agent of any such government, power, authority or forces;

(d)     any weapon of war employing  atomic  fission or  radioactive  force whether in time of
        peace or war; or

(e)     insurrection,  rebellion,  revolution,  civil war,  usurped  power or action  taken by
        governmental   authority  in  hindering,   combating  or  defending  against  such  an
        occurrence,   seizure  or  destruction   under  quarantine  or  customs   regulations,
        confiscation  by order of any government or public  authority;  or risks of contraband
        or illegal transportation or trade.

        Extraordinary  Losses:  Any loss  incurred on a Mortgage  Loan caused by or  resulting
from an Extraordinary Event.

        Fannie  Mae:  Federal  National  Mortgage  Association,   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.

        Fitch:  Fitch Ratings or its successor in interest.

        Foreclosure  Profits:  As 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).

        Fraud  Losses:  Realized  Losses on Mortgage  Loans as to which there was fraud in the
origination of such Mortgage Loan.

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

        Highest  Priority:  As  of  any  date  of  determination,  the  Class  of  Subordinate
Certificates  then  outstanding with a Certificate  Principal  Balance greater than zero, with
the earliest  priority for  payments  pursuant to Section  4.02(a),  in the  following  order:
Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates.

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

        Initial  Certificate  Principal  Balance:  With respect to each Class of Certificates,
the  Certificate  Principal  Balance of such Class of  Certificates as of the Cut-off Date, as
set forth in the Series Supplement.

        Initial Monthly Payment Fund: An amount representing  scheduled principal amortization
and  interest  at the Net  Mortgage  Rate for the Due Date in the first Due Period  commencing
subsequent  to the Cut-off  Date for those  Mortgage  Loans for which the Trustee  will not be
entitled to receive such payment, and as more specifically defined in the Series Supplement.

        Initial  Notional  Amount:  With  respect to any Class or Subclass  of  Interest  Only
Certificates,  the amount  initially  used as the principal  basis for the  calculation of any
interest payment amount, as more specifically defined in the Series Supplement.

        Initial Subordinate Class Percentage: As defined in the Series Supplement.

        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
(excluding any Certificate Policy (as defined in the Series  Supplement)),  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,  with respect to a  Cooperative  Loan,  the related  Cooperative  Apartment) 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.

        Insurer:  Any  named  insurer  under any  Primary  Insurance  Policy or any  successor
thereto or the named insurer in any replacement policy.

        Interest Accrual Period: As defined in the Series Supplement.

        Interest  Only  Certificates:  A Class or Subclass  of  Certificates  not  entitled to
payments of  principal,  and  designated as such in the Series  Supplement.  The Interest Only
Certificates will have no Certificate Principal Balance.

        Interim Certification:  As defined in Section 2.02.

        International  Borrower:  In connection  with any Mortgage Loan, a borrower who is (a)
a United States citizen  employed in a foreign  country,  (b) a  non-permanent  resident alien
employed  in the  United  States or (c) a citizen of a country  other  than the United  States
with income derived from sources outside the United States.

        Junior Certificateholder:  The Holder of not less than 95% of the Percentage Interests
of the Junior Class of Certificates.

        Junior Class of Certificates:  The Class of Subordinate Certificates outstanding as of
the date of the  repurchase  of a Mortgage  Loan  pursuant to Section 4.07 herein that has the
Lowest Priority.

        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.

        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.

        Loan Group:  Any group of Mortgage  Loans  designated  as a separate loan group in the
Series  Supplement.  The  Certificates  relating to each Loan Group will be  designated in the
Series Supplement.

        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.

        Lower  Priority:  As of any  date  of  determination  and  any  Class  of  Subordinate
Certificates,  any other  Class of  Subordinate  Certificates  then  outstanding  with a later
priority for payments pursuant to Section 4.02 (a).

        Lowest  Priority:  As  of  any  date  of  determination,   the  Class  of  Subordinate
Certificates  then  outstanding with a Certificate  Principal  Balance greater than zero, with
the latest priority for payments  pursuant to Section 4.02(a),  in the following order:  Class
B-3, Class B-2, Class B-1, Class M-3, Class M-2 and Class M-1 Certificates.

        Maturity  Date:  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  Class of  Certificates  (other  than the  Interest  Only  Certificates  which have no
Certificate  Principal  Balance)  and each  Uncertificated  REMIC  Regular  Interest  would be
reduced to zero, as designated in the Series Supplement.

        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.

        MLCC:  Merrill Lynch Credit Corporation, or its successor in interest.
        Modified  Mortgage  Loan:  Any Mortgage  Loan that has been the subject of a Servicing
Modification.

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

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

        Mortgage:  With respect to each  Mortgage Note related to a Mortgage Loan which is not
a Cooperative  Loan, the mortgage,  deed of trust or other  comparable  instrument  creating a
first  lien on an estate in fee  simple or  leasehold  interest  in real  property  securing a
Mortgage  Note.  With respect to each  Obligation  to Pay related to a Sharia  Mortgage  Loan,
the Sharia Mortgage Loan Security Instrument.

        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,  including any Sharia  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,  (i) with
respect to each Cooperative Loan, the related Mortgage Note,  Security  Agreement,  Assignment
of Proprietary Lease,  Cooperative Stock Certificate,  Cooperative Lease and Mortgage File and
all rights appertaining  thereto,  (ii) with respect to each Sharia Mortgage Loan, the related
Obligation  to  Pay,   Sharia  Mortgage  Loan  Security   Instrument,   Sharia  Mortgage  Loan
Co-Ownership  Agreement,  Assignment  Agreement  and  Amendment  of  Security  Instrument  and
Mortgage  File and all rights  appertaining  thereto and (iii) with  respect to each  Mortgage
Loan other than a Cooperative  Loan or a Sharia  Mortgage  Loan,  each related  Mortgage Note,
Mortgage and Mortgage File and all rights appertaining thereto.

        Mortgage Loan Schedule:  As defined in the Series Supplement.

        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.  With respect to each Sharia  Mortgage Loan, the related  Obligation to
Pay.

        Mortgage  Pool:  The  pool of  mortgage  loans,  including  all Loan  Groups,  if any,
consisting of the Mortgage Loans.

        Mortgage  Rate:  As to any  Mortgage  Loan,  the  interest  rate borne by the  related
Mortgage  Note, or any  modification  thereto other than a Servicing  Modification.  As to any
Sharia  Mortgage  Loan, the profit factor  described in the related  Obligation to Pay, or any
modification thereto other than a Servicing Modification.

        Mortgaged  Property:  The underlying  real property  securing a Mortgage Loan or, with
respect to a Cooperative Loan, the related Cooperative Lease and Cooperative Stock.

        Mortgagor:  The  obligor  on a Mortgage  Note,  or with  respect to a Sharia  Mortgage
Loan, the consumer on an Obligation to Pay.

        Net Mortgage  Rate:  As to each Mortgage  Loan, a per annum rate of interest  equal to
the Adjusted Mortgage Rate less the per annum rate at which the Servicing Fee is calculated.

        Non-Discount Mortgage Loan:  A Mortgage Loan that is not a Discount Mortgage Loan.

        Non-Primary  Residence  Loans:  The Mortgage Loans  designated as secured by second or
vacation residences, or by non-owner occupied residences, on the Mortgage Loan Schedule.

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

        Nonrecoverable  Advance:  Any  Advance  previously  made or proposed to be made by the
Master  Servicer or Subservicer  in respect of a Mortgage Loan (other than a Deleted  Mortgage
Loan) which, in the good faith judgment of the Master  Servicer,  will not, or, in the case of
a proposed Advance,  would not, be ultimately  recoverable by the Master Servicer from related
Late  Collections,   Insurance  Proceeds,   Liquidation  Proceeds,  REO  Proceeds  or  amounts
reimbursable  to the Master Servicer  pursuant to Section  4.02(a) hereof.  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 or that any proposed  Advance  would  constitute a  Nonrecoverable  Advance,  shall be
evidenced  by an  Officers'  Certificate  delivered  to  the  Company,  the  Trustee  and  any
Certificate Insurer.

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

        Notional Amount:  With respect to any Class or Subclass of Interest Only Certificates,
an amount used as the principal basis for the calculation of any interest  payment amount,  as
more specifically defined in the Series Supplement.

        Obligation to Pay: The  originally  executed  obligation  to pay or similar  agreement
evidencing  the obligation of the consumer  under a Sharia  Mortgage  Loan,  together with any
modification thereto.

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

        Opinion of Counsel:  A written  opinion of counsel  acceptable  to the Trustee and the
Master  Servicer,  who may be counsel for the Company 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  formed  under the  Series  Supplement  or
compliance  with the REMIC  Provisions  must,  unless  otherwise  specified,  be an opinion of
Independent counsel.

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

        Ownership  Interest:  As 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:  As defined in the Series Supplement.

        Paying Agent:  The Trustee or any successor Paying Agent appointed by the Trustee.

        Percentage  Interest:   With  respect  to  any  Certificate  (other  than  a  Class  R
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  or  Initial  Notional  Amount  (in  the  case of any
Interest Only  Certificate)  thereof divided by the aggregate  Initial  Certificate  Principal
Balance  or the  aggregate  of  the  Initial  Notional  Amounts,  as  applicable,  of all  the
Certificates  of the same  Class.  With  respect to a Class R  Certificate,  the  interest  in
distributions  to be made  with  respect  to such  Class  evidenced  thereby,  expressed  as a
percentage, as stated on the face of each such Certificate.

        Permitted Investments:  One or more of the following:

(i)     obligations  of or  guaranteed  as to timely  payment of 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
        short-term debt  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 shall
        have a remaining maturity of not more than 30 days;

(v)     any mutual  fund,  money market  fund,  common  trust fund or other pooled  investment
        vehicle,  the  assets  of which  are  limited  to  instruments  that  otherwise  would
        constitute Permitted  Investments  hereunder and have been rated by each Rating Agency
        in its  highest  short-term  rating  available  (in the case of Standard & Poor's such
        rating  shall be either  AAAm or AAAm-G),  including  any such fund that is managed by
        the  Trustee or any  affiliate  of the  Trustee or for which the Trustee or any of its
        affiliates acts as an adviser; 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  (without  giving  effect to any  Certificate
        Policy (as defined in the Series  Supplement) in the case of Insured  Certificates (as
        defined in the Series Supplement) below the lower of the then-current  rating assigned
        to such Certificates by such Rating Agency, as evidenced in writing;

provided,  however,  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 Fitch 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,  P-1 in the case of Moody's and F-1
in the case of Fitch;  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 held 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.

        Pledged  Amount:  With respect to any Pledged Asset Loan, the amount of money remitted
to Combined Collateral LLC, at the direction of or for the benefit of the related Mortgagor.

        Pledged  Asset Loan:  Any  Mortgage  Loan  supported  by Pledged  Assets or such other
collateral, other than the related Mortgaged Property, set forth in the Series Supplement.

        Pledged  Assets:  With respect to any Mortgage Loan, all money,  securities,  security
entitlements,  accounts,  general intangibles,  payment intangibles,  instruments,  documents,
deposit  accounts,  certificates  of  deposit,  commodities  contracts  and  other  investment
property and other  property of whatever kind or  description  pledged by Combined  Collateral
LLC as security in respect of any Realized  Losses in  connection  with such  Mortgage Loan up
to the  Pledged  Amount for such  Mortgage  Loan,  and any related  collateral,  or such other
collateral as may be set forth in the Series Supplement.

        Pledged Asset  Mortgage  Servicing  Agreement:  The Pledged Asset  Mortgage  Servicing
Agreement, dated as of February 28, 1996 between MLCC and the Master Servicer.

        Pooling and  Servicing  Agreement  or  Agreement:  With  respect to any  Series,  this
Standard Terms together with the related Series Supplement.

        Pool Stated  Principal  Balance:  As to any  Distribution  Date,  the aggregate of the
Stated Principal Balances of each Mortgage Loan.

        Pool Strip Rate:  With  respect to each  Mortgage  Loan, a per annum rate equal to the
excess of (a) the Net Mortgage  Rate of such  Mortgage Loan over (b) the Discount Net Mortgage
Rate (but not less than 0.00%) per annum.

        Prepayment  Distribution  Trigger: With respect to any Distribution Date and any Class
of  Subordinate  Certificates  (other than the Class M-1  Certificates),  a test that shall be
satisfied if the fraction  (expressed  as a  percentage)  equal to the sum of the  Certificate
Principal  Balances  of such Class and each  Class of  Subordinate  Certificates  with a Lower
Priority  than  such  Class  immediately  prior  to  such  Distribution  Date  divided  by the
aggregate  Stated  Principal  Balance of all of the Mortgage Loans (or related REO Properties)
immediately  prior  to such  Distribution  Date is  greater  than or  equal  to the sum of the
related Initial Subordinate Class Percentages of such Classes of Subordinate Certificates.

        Prepayment  Interest  Shortfall:  As 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 portion of the related  Prepayment  Period that falls
during the prior  calendar  month,  an amount  equal to the excess of one month's  interest at
the 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 Net Mortgage  Rate (or Modified Net Mortgage  Rate in the case of a Modified
Mortgage  Loan))  paid  by the  Mortgagor  for  such  month  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 Net Mortgage  Rate (or Modified Net Mortgage  Rate in the case of
a Modified Mortgage Loan) on the amount of such Curtailment.

        Prepayment  Period: As to any Distribution Date and Principal  Prepayment in Full, the
period  commencing on the 16th day of the month prior to the month in which that  Distribution
Date occurs and ending on the 15th day of the month in which such Distribution Date occurs.

        Primary  Insurance Policy:  Each primary policy of mortgage guaranty  insurance or any
replacement policy therefor referred to in Section 2.03(b)(iv) and (v).

        Principal  Only  Certificates:  A Class of  Certificates  not  entitled to payments of
interest, and more specifically designated as such in the Series Supplement.

        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  of the  entire  principal
balance of a Mortgage Loan that is made by the Mortgagor.

        Program Guide:  Collectively,  the Client Guide and the Servicer Guide for Residential
Funding's Expanded Criteria Mortgage Program.

        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 the
Adjusted  Mortgage  Rate (or Modified  Net Mortgage  Rate plus the rate per annum at which the
Servicing Fee is calculated in the case of a Modified  Mortgage  Loan) (or at the Net Mortgage
Rate (or Modified Net Mortgage  Rate in the case of a Modified  Mortgage  Loan) in the case of
a purchase made by the Master  Servicer) on the Stated  Principal  Balance  thereof to the Due
Date in the Due Period related to the  Distribution  Date occurring in the month following the
month of purchase from the Due Date to which interest was last paid by the Mortgagor.

        Qualified  Substitute  Mortgage  Loan:  A Mortgage  Loan  substituted  by  Residential
Funding  or the  Company  for a  Deleted  Mortgage  Loan  which  must,  on the  date  of  such
substitution,  as confirmed in an Officers'  Certificate delivered to the Trustee, with a copy
to the Custodian,

        (i)    have  an  outstanding  principal  balance,  after  deduction  of the  principal
               portion of the  monthly  payment  due in the month of  substitution  (or in the
               case of a  substitution  of more than one Mortgage Loan for a Deleted  Mortgage
               Loan, an aggregate  outstanding principal balance,  after such deduction),  not
               in excess of the Stated  Principal  Balance of the Deleted  Mortgage  Loan (the
               amount  of  any  shortfall  to be  deposited  by  Residential  Funding  in  the
               Custodial Account in the month of substitution);

        (ii)   have a Mortgage  Rate and a Net  Mortgage  Rate no lower than and not more than
               1%  per  annum   higher  than  the  Mortgage   Rate  and  Net  Mortgage   Rate,
               respectively, of the Deleted Mortgage Loan as of the date of substitution;

        (iii)  have a  Loan-to-Value  Ratio at the time of substitution no higher than that of
               the Deleted Mortgage Loan at the time of substitution;

        (iv)   have a remaining  term to stated  maturity  not greater than (and not more than
               one year less than) that of the Deleted Mortgage Loan;

        (v)    comply with each  representation  and warranty  set forth in Sections  2.03 and
               2.04 hereof and Section 4 of the Assignment Agreement; and

        (vi)   have a Pool Strip Rate equal to or greater  than that of the  Deleted  Mortgage
               Loan.

Notwithstanding  any other  provisions  herein,  (x) with respect to any Qualified  Substitute
Mortgage Loan  substituted  for a Deleted  Mortgage Loan which was a Discount  Mortgage  Loan,
such  Qualified  Substitute  Mortgage Loan shall be deemed to be a Discount  Mortgage Loan and
to have a Discount  Fraction equal to the Discount  Fraction of the Deleted  Mortgage Loan and
(y) in the event that the "Pool  Strip  Rate" of any  Qualified  Substitute  Mortgage  Loan as
calculated  pursuant to the  definition  of "Pool  Strip Rate" is greater  than the Pool Strip
Rate of the related Deleted Mortgage Loan

        (i)    the Pool Strip Rate of such Qualified  Substitute  Mortgage Loan shall be equal
               to the Pool Strip Rate of the related  Deleted  Mortgage  Loan for  purposes of
               calculating the Pass-Through Rate on the Class A-V Certificates and

        (ii)   the excess of the Pool Strip Rate on such  Qualified  Substitute  Mortgage Loan
               as  calculated  pursuant to the  definition  of "Pool Strip Rate" over the Pool
               Strip Rate on the related  Deleted  Mortgage Loan shall be payable to the Class
               R Certificates pursuant to Section 4.02 hereof.

        Rating  Agency:  Each of the  statistical  credit  rating  agencies  specified  in the
Preliminary  Statement  of the Series  Supplement.  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 Company,  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):

        (a)    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  Due  Date  in the  Due  Period  related  to the
               Distribution  Date on which such  Realized  Loss will be allocated  pursuant to
               Section  4.05 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,

        (b)    which is the subject of a Servicing  Modification,  (i) (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 (ii) 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,

        (c)    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, or

        (d)    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.

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,  the close of business on the
last  Business  Day of the month next  preceding  the month in which the related  Distribution
Date occurs.

        Regular Certificate:  Any of the Certificates other than a Class R Certificate.

        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.

        Reimbursement Amounts: As defined in Section 3.22.

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

        REMIC  Administrator:   Residential  Funding  Company,  LLC.  If  Residential  Funding
Company,  LLC 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  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:  As to any REO Property,  a determination by the Master Servicer that
it has  received  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:  As to any REO Property,  for any period,  an amount equivalent
to  interest  (at 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
or, with respect to a Cooperative  Loan,  the related  Cooperative  Apartment)  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  through
foreclosure or deed in lieu of foreclosure in connection with a defaulted Mortgage Loan.

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

        Request  for  Release:  A request  for  release,  the forms of which are  attached  as
Exhibit F 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 Surety Payment:  With respect to any Additional  Collateral Loan that becomes
a Liquidated  Mortgage  Loan,  the lesser of (i) the  principal  portion of the Realized  Loss
with  respect  to such  Mortgage  Loan and (ii)  the  excess,  if any,  of (a) the  amount  of
Additional  Collateral  required at  origination  with respect to such  Mortgage Loan over (b)
the net proceeds realized by the Subservicer from the related Additional Collateral.

        Residential  Funding:  Residential Funding Company,  LLC, a Delaware limited liability
company,  in its  capacity as seller of the  Mortgage  Loans to the Company 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  customarily  performing
functions  similar to those  performed by any of the above  designated  officers to whom, with
respect  to  a  particular  matter,  such  matter  is  referred,  in  each  case  with  direct
responsibility for the administration of the Agreement.

        Retail  Certificates:  A  Senior  Certificate,  if any,  offered  in  smaller  minimum
denominations  than  other  Senior  Certificates,   and  designated  as  such  in  the  Series
Supplement.

        Schedule of Discount  Fractions:  The schedule  setting  forth the Discount  Fractions
with respect to the Discount Mortgage Loans, attached as an exhibit to the Series Supplement.

        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.

        Security  Agreement:  With respect to a Cooperative  Loan,  the  agreement  creating a
security interest in favor of the originator in the related Cooperative Stock.

        Seller:  As 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  Company,  each
containing   representations  and  warranties  in  respect  of  one  or  more  Mortgage  Loans
consistent in all material respects with those set forth in the Program Guide.

        Senior  Accelerated  Distribution  Percentage:  With respect to any Distribution  Date
occurring on or prior to the 60th  Distribution  Date and,  with respect to any Mortgage  Pool
comprised  of  two  or  more  Loan  Groups,   any  Loan  Group,  100%.  With  respect  to  any
Distribution Date thereafter and any such Loan Group, if applicable, as follows:

(i)     for any  Distribution  Date  after the 60th  Distribution  Date but on or prior to the
        72nd Distribution  Date, the related Senior Percentage for such Distribution Date plus
        70% of the related Subordinate Percentage for such Distribution Date;

(ii)    for any  Distribution  Date  after the 72nd  Distribution  Date but on or prior to the
        84th Distribution  Date, the related Senior Percentage for such Distribution Date plus
        60% of the related Subordinate Percentage for such Distribution Date;

(iii)   for any  Distribution  Date  after the 84th  Distribution  Date but on or prior to the
        96th Distribution  Date, the related Senior Percentage for such Distribution Date plus
        40% of the related Subordinate Percentage for such Distribution Date;

(iv)    for any  Distribution  Date  after the 96th  Distribution  Date but on or prior to the
        108th  Distribution  Date, the related Senior  Percentage for such  Distribution  Date
        plus 20% of the related Subordinate Percentage for such Distribution Date; and

(v)     for any Distribution  Date  thereafter,  the Senior  Percentage for such  Distribution
        Date;

provided, however,

        (i) that any scheduled  reduction to the Senior  Accelerated  Distribution  Percentage
described above shall not occur as of any Distribution Date unless either

               (a)(1)(X) the outstanding  principal  balance of the Mortgage Loans  delinquent
        60 days or  more  (including  Mortgage  Loans  which  are in  foreclosure,  have  been
        foreclosed  or  otherwise  liquidated,  or with  respect to which the  Mortgagor is in
        bankruptcy  and any REO Property)  averaged over the last six months,  as a percentage
        of  the  aggregate  outstanding  Certificate  Principal  Balance  of  the  Subordinate
        Certificates,  is less than 50% or (Y) the outstanding  principal  balance of Mortgage
        Loans  delinquent 60 days or more (including  Mortgage Loans which are in foreclosure,
        have been foreclosed or otherwise  liquidated,  or with respect to which the Mortgagor
        is in  bankruptcy  and any REO  Property)  averaged  over the last  six  months,  as a
        percentage  of the  aggregate  outstanding  principal  balance of all  Mortgage  Loans
        averaged over the last six months,  does not exceed 2% and (2) Realized  Losses on the
        Mortgage  Loans to date for such  Distribution  Date if  occurring  during  the sixth,
        seventh,  eighth,  ninth or tenth year (or any year thereafter) after the Closing Date
        are less than 30%,  35%,  40%,  45% or 50%,  respectively,  of the sum of the  Initial
        Certificate Principal Balances of the Subordinate Certificates or

                (b)(1) the outstanding  principal balance of Mortgage Loans delinquent 60 days
        or more (including  Mortgage Loans which are in  foreclosure,  have been foreclosed or
        otherwise liquidated,  or with respect to which the Mortgagor is in bankruptcy and any
        REO  Property)  averaged  over the last six months,  as a percentage  of the aggregate
        outstanding  principal  balance  of all  Mortgage  Loans  averaged  over  the last six
        months,  does not exceed 4% and (2) Realized  Losses on the Mortgage Loans to date for
        such  Distribution  Date, if occurring  during the sixth,  seventh,  eighth,  ninth or
        tenth year (or any year  thereafter)  after the Closing  Date are less than 10%,  15%,
        20%,  25% or  30%,  respectively,  of the  sum of the  Initial  Certificate  Principal
        Balances of the Subordinate Certificates, and

        (ii) that for any  Distribution  Date on which the Senior  Percentage  is greater than
the Senior Percentage as of the Closing Date, the Senior Accelerated  Distribution  Percentage
for such  Distribution  Date shall be 100%,  or, if the  Mortgage  Pool is comprised of two or
more Loan  Groups,  for any  Distribution  Date on which the  weighted  average  of the Senior
Percentages  for each Loan Group,  weighted on the basis of the Stated  Principal  Balances of
the  Mortgage  Loans in the  related  Loan  Group  (excluding  the  Discount  Fraction  of the
Discount  Mortgage  Loans in such Loan  Group)  exceeds  the  weighted  average of the initial
Senior  Percentages  (calculated  on such  basis)  for each  Loan  Group,  each of the  Senior
Accelerated Distribution Percentages for such Distribution Date will equal 100%.

Notwithstanding  the foregoing,  upon the reduction of the Certificate  Principal  Balances of
the related Senior Certificates  (other than the Class A-P Certificates,  if any) to zero, the
related Senior Accelerated Distribution Percentage shall thereafter be 0%.

        Senior Certificate:  As defined in the Series Supplement.

        Senior Percentage: As defined in the Series Supplement.

        Senior Support  Certificate:  A Senior  Certificate  that provides  additional  credit
enhancement  to certain other  classes of Senior  Certificates  and  designated as such in the
Preliminary Statement of the Series Supplement.

        Series: All of the Certificates  issued pursuant to a Pooling and Servicing  Agreement
and bearing the same series designation.

        Series  Supplement:  The agreement into which this Standard Terms is incorporated  and
pursuant to which, together with this Standard Terms, a Series of Certificates is issued.

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

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

        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  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 Advance Reimbursement Amounts: As defined in Section 3.22.

        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  designated  on the  Mortgage  Loan  Schedule as the "MSTR SERV FEE"
for such  Mortgage  Loan,  as may be adjusted  with respect to successor  Master  Servicers as
provided in Section 7.02.

        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  outstanding  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, as such list may from time to time be amended.

        Sharia Mortgage Loan: A declining balance co-ownership  transaction,  structured so as
to comply with Islamic religious law.

        Sharia  Mortgage  Loan  Co-Ownership   Agreement:   The  agreement  that  defines  the
relationship  between the consumer and  co-owner  and the parties'  respective  rights under a
Sharia  Mortgage  Loan,  including  their  respective  rights  with  respect to the indicia of
ownership of the related Mortgaged Property.

        Sharia Mortgage Loan Security Instrument:  The mortgage,  security instrument or other
comparable  instrument  creating a first lien on an estate in fee simple or leasehold interest
in real property securing an Obligation to Pay.

        Special  Hazard  Loss:  Any  Realized  Loss not in excess of the cost of the lesser of
repair or  replacement  of a Mortgaged  Property (or, with respect to a Cooperative  Loan, the
related   Cooperative   Apartment)   suffered  by  such  Mortgaged  Property  (or  Cooperative
Apartment)  on account of direct  physical  loss,  exclusive of (i) any loss of a type covered
by a hazard policy or a flood  insurance  policy  required to be maintained in respect of such
Mortgaged  Property  pursuant to Section 3.12(a),  except to the extent of the portion of such
loss not covered as a result of any coinsurance provision and (ii) any Extraordinary Loss.

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

        Stated Principal  Balance:  With respect to any Mortgage Loan or related REO Property,
as of any  Distribution  Date,  (i) the sum of (a) the Cut-off Date  Principal  Balance of the
Mortgage  Loan plus (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  related  to the  previous
Distribution  Date which were  received or with respect to which an Advance was made,  and (b)
all  Principal  Prepayments  with  respect  to such  Mortgage  Loan or REO  Property,  and all
Insurance  Proceeds,  Liquidation  Proceeds  and REO  Proceeds,  to the extent  applied by the
Master  Servicer as recoveries  of principal in  accordance  with Section 3.14 with respect to
such Mortgage Loan or REO Property,  in each case which were  distributed  pursuant to Section
4.02  on  any  previous   Distribution   Date,   and  (c)  any  Realized  Loss   allocated  to
Certificateholders with respect thereto for any previous Distribution Date.

        Subclass:  With respect to the Class A-V  Certificates,  any Subclass  thereof  issued
pursuant to Section  5.01(c).  Any such  Subclass  will  represent  the  Uncertificated  REMIC
Regular   Interest  or  Interests  Z  specified  by  the  initial  Holder  of  the  Class  A-V
Certificates pursuant to Section 5.01(c).

        Subordinate   Certificate:   Any  one  of  the  Class  M   Certificates   or  Class  B
Certificates,  executed  by  the  Trustee  and  authenticated  by  the  Certificate  Registrar
substantially in the form annexed hereto as Exhibit B and Exhibit C, respectively.

        Subordinate Class  Percentage:  With respect to any Distribution Date and any Class of
Subordinate  Certificates,  a fraction,  expressed as a percentage,  the numerator of which is
the  aggregate  Certificate  Principal  Balance  of such  Class  of  Subordinate  Certificates
immediately  prior  to  such  date  and the  denominator  of  which  is the  aggregate  Stated
Principal  Balance of all of the Mortgage  Loans (or related REO  Properties)  (other than the
related  Discount  Fraction  of  each  Discount  Mortgage  Loan)  immediately  prior  to  such
Distribution Date.

        Subordinate Percentage:  As of any Distribution Date and, with respect to any Mortgage
Pool  comprised  of two or more Loan  Groups,  any Loan Group,  100% minus the related  Senior
Percentage as of such Distribution Date.

        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 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
Company.  With respect to Additional  Collateral  Loans  subserviced by MLCC, the Subservicing
Agreement  shall also include the  Addendum and  Assignment  Agreement  and the Pledged  Asset
Mortgage  Servicing  Agreement.  With respect to any Pledged  Asset Loan  subserviced  by GMAC
Mortgage,  LLC, the Addendum and Assignment Agreement,  dated as of November 24, 1998, between
the Master  Servicer and GMAC  Mortgage,  LLC, as such  agreement  may be amended from time to
time.

        Subservicing  Fee: As 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 at an annual rate equal to the
excess  of the  Mortgage  Rate  borne by the  related  Mortgage  Note  over the rate per annum
designated on the Mortgage Loan Schedule as the "CURR NET" for such Mortgage Loan.

        Successor Master Servicer: As defined in Section 3.22.

        Surety:  Ambac,  or its  successors  in  interest,  or  such  other  surety  as may be
identified in the Series Supplement.

        Surety Bond:  The Limited  Purpose Surety Bond (Policy No.  AB0039BE),  dated February
28, 1996 in respect to  Mortgage  Loans  originated  by MLCC,  or the Surety Bond  (Policy No.
AB0240BE),  dated March 17, 1999 in respect to Mortgage  Loans  originated by Novus  Financial
Corporation,  in  each  case  issued  by  Ambac  for the  benefit  of  certain  beneficiaries,
including  the Trustee for the  benefit of the  Holders of the  Certificates,  but only to the
extent that such Surety Bond covers any  Additional  Collateral  Loans,  or such other  Surety
Bond as may be identified in the Series Supplement.

        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  formed  under the
Series  Supplement  and  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.

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

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

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

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

        Trust Fund: The segregated  pool of assets related to a Series,  with respect to which
one or more REMIC elections are to be made pursuant to this Agreement, consisting of:

(i)     the  Mortgage  Loans and the  related  Mortgage  Files and  collateral  securing  such
        Mortgage Loans,

(ii)    all  payments  on and  collections  in  respect  of the  Mortgage  Loans due after 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,  including  the proceeds from
        the  liquidation  of  Additional  Collateral  for any  Additional  Collateral  Loan or
        Pledged  Assets for any Pledged Asset Loan,  but not  including  amounts on deposit in
        the Initial Monthly Payment Fund,

(iii)   property  that secured a Mortgage  Loan and that 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,  if any, the Pledged
        Assets with  respect to each Pledged  Asset Loan,  and the interest in the Surety Bond
        transferred to the Trustee pursuant to Section 2.01, and

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

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

        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 or U.S.  Person:  (i) A citizen or resident of the United States,
(ii) a corporation,  partnership  or other entity treated as a corporation or partnership  for
United  States  federal  income  tax  purposes  organized  in or under the laws of the  United
States  or any  state  thereof  or  the  District  of  Columbia  (unless,  in  the  case  of a
partnership,  Treasury  regulations provide otherwise),  provided that, for purposes solely of
the  restrictions  on the  transfer of residual  interests,  no  partnership  or other  entity
treated as a partnership  for United States  federal income tax purposes shall be treated as a
United  States  Person  or U.S.  Person  unless  all  persons  that  own an  interest  in such
partnership  either directly or indirectly  through any chain of entities no one of which is a
corporation  for United  States  federal  income tax purposes  are required by the  applicable
operating  agreement  to be United  States  Persons,  (iii) an estate  the  income of which is
includible in gross income for United States tax purposes,  regardless of its source,  or (iv)
a trust if a court within the United States is able to exercise  primary  supervision over the
administration  of the trust and one or more United States  persons have  authority to control
all  substantial  decisions  of the trust.  Notwithstanding  the  preceding  sentence,  to the
extent provided in Treasury  regulations,  certain Trusts in existence on August 20, 1996, and
treated as United States  persons prior to such date,  that elect to continue to be treated as
United States persons will also be a U.S. Person.

        U.S.A. Patriot Act: Uniting and Strengthening  America by Providing  Appropriate Tools
to Intercept and Obstruct Terrorism Act of 2001, as amended.

        Voting Rights:  The portion of the voting rights of all of the  Certificates  which is
allocated to any  Certificate,  and more  specifically  designated in Article XI of the Series
Supplement.

Section 1.02.  Use of Words and Phrases.

        "Herein," "hereby,"  "hereunder,"  `hereof,"  "hereinbefore,"  "hereinafter" and other
equivalent  words refer to the Pooling and  Servicing  Agreement  as a whole.  All  references
herein to Articles,  Sections or Subsections shall mean the corresponding  Articles,  Sections
and  Subsections  in the Pooling and Servicing  Agreement.  The  definitions  set forth herein
include both the singular and the plural.

        References in the Pooling and Servicing  Agreement to "interest" on and "principal" of
the Mortgage Loans shall mean, with respect to the Sharia  Mortgage Loans,  amounts in respect
profit payments and acquisition payments, respectively.







ARTICLE II


                                CONVEYANCE OF MORTGAGE LOANS;

                              ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01.  Conveyance of Mortgage Loans.

(a)     The Company,  concurrently with the execution and delivery hereof,  does hereby assign
to the Trustee  for the  benefit of the  Certificateholders  without  recourse  all the right,
title and interest of the Company in and to the  Mortgage  Loans,  including  all interest and
principal  received on or with  respect to the  Mortgage  Loans after the Cut-off  Date (other
than  payments  of  principal  and  interest  due on the  Mortgage  Loans in the  month of the
Cut-off  Date).  In  connection  with such  transfer and  assignment,  the Company does hereby
deliver to the Trustee the Certificate  Policy (as defined in the Series  Supplement),  if any
for the  benefit  of the  Holders  of the  Insured  Certificates  (as  defined  in the  Series
Supplement).

(b)     In  connection  with  such  assignment,  except as set forth in  Section  2.01(c)  and
subject to Section  2.01(d)  below,  the Company does hereby (1) with respect to each Mortgage
Loan  (other  than a  Cooperative  Loan or a Sharia  Mortgage  Loan),  deliver  to the  Master
Servicer  (or an  Affiliate  of the Master  Servicer)  each of the  documents  or  instruments
described  in clause  (I)(ii)  below  (and the  Master  Servicer  shall  hold (or  cause  such
Affiliate  to hold) such  documents  or  instruments  in trust for the use and  benefit of all
present  and future  Certificateholders),  (2) with  respect to each MOM Loan,  deliver to and
deposit  with the  Trustee,  or the  Custodian  on behalf of the  Trustee,  the  documents  or
instruments  described  in clauses  (I)(i) and (v) below,  (3) with  respect to each  Mortgage
Loan that is not a MOM Loan but is  registered  on the MERS(R)System,  deliver to and  deposit
with the Trustee,  or to the Custodian on behalf of the Trustee,  the documents or instruments
described in clauses (I)(i),  (iv) and (v) below,  (4) with respect to each Mortgage Loan that
is not a MOM Loan and is not  registered on the MERS(R)System,  deliver to and deposit with the
Trustee,  or to the  Custodian  on  behalf  of  the  Trustee,  the  documents  or  instruments
described  in  clauses  (I)(i),  (iii),  (iv)  and (v)  below,  and (5) with  respect  to each
Cooperative  Loan and Sharia  Mortgage  Loan,  deliver to and deposit with the Trustee,  or to
the  Custodian on behalf of the Trustee,  the documents  and  instruments  described in clause
(II) and clause (III) below:

        (I) with respect to each Mortgage Loan so assigned  (other than a Cooperative  Loan or
a Sharia Mortgage Loan):

(i)                   The original  Mortgage Note,  endorsed  without  recourse in blank or 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 a copy of the Mortgage with
        evidence of recording indicated thereon;

(iii)   The original  Assignment  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  thereof 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

        (II) with respect to each Cooperative 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)    A counterpart of the Cooperative  Lease and the Assignment of Proprietary Lease to the
        originator of the Cooperative  Loan with intervening  assignments  showing an unbroken
        chain of title  from such  originator  to the  Trustee  or a copy of such  Cooperative
        Lease and Assignment of Proprietary Lease and copies of such intervening assignments;

(iii)   The related Cooperative Stock Certificate,  representing the related Cooperative Stock
        pledged with respect to such  Cooperative  Loan,  together with an undated stock power
        (or other similar instrument) executed in blank or copies thereof;

(iv)    The  original  recognition  agreement  by  the  Cooperative  of the  interests  of the
        mortgagee with respect to the related Cooperative Loan or a copy thereof;

(v)     The Security Agreement or a copy thereof;

(vi)    Copies of the original UCC-1 financing  statement,  and any  continuation  statements,
        filed by the originator of such Cooperative Loan as secured party,  each with evidence
        of recording  thereof,  evidencing the interest of the  originator  under the Security
        Agreement and the Assignment of Proprietary Lease;

(vii)   Copies of the filed UCC-3  assignments of the security  interest  referenced in clause
        (vi) above  showing an unbroken  chain of title from the  originator  to the  Trustee,
        each with evidence of recording  thereof,  evidencing  the interest of the  originator
        under the Security Agreement and the Assignment of Proprietary Lease;

(viii)  An executed  assignment of the interest of the  originator in the Security  Agreement,
        Assignment of Proprietary  Lease and the  recognition  agreement  referenced in clause
        (iv) above,  showing an unbroken chain of title from the originator to the Trustee, or
        a copy thereof;

(ix)    The original of each modification,  assumption  agreement or preferred loan agreement,
        if any, relating to such Cooperative Loan or a copy of each  modification,  assumption
        agreement or preferred loan agreement; and

(x)     A duly completed UCC-1 financing  statement showing the Master Servicer as debtor, the
        Company as  secured  party and the  Trustee as  assignee  and a duly  completed  UCC-1
        financing  statement  showing the Company as debtor and the Trustee as secured  party,
        each in a form  sufficient for filing,  evidencing the interest of such debtors in the
        Cooperative Loans or copies thereof;

        (III) with respect to each Sharia Mortgage Loan so assigned:

               (i)    The original  Obligation to Pay,  endorsed  without recourse in blank or
        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  Obligation  to Pay,  an  original  affidavit  from the  related  Seller  or
        Residential  Funding stating that the original  Obligation to Pay was lost,  misplaced
        or destroyed, together with a copy of the related Obligation to Pay;

               (ii)   The original Sharia Mortgage Loan Security Instrument,  with evidence of
        recording  indicated thereon or a copy of the Sharia Mortgage Loan Security Instrument
        with evidence of recording indicated thereon;

               (iii)  An original  Assignment and Amendment of Security  Instrument,  assigned
        to the  Trustee  with  evidence  of  recording  indicated  thereon  or a copy  of such
        Assignment and Amendment of Security  Instrument with evidence of recording  indicated
        thereon;

               (iv)   The original  recorded  assignment or assignments of the Sharia Mortgage
        Loan  Security  Instrument  showing an  unbroken  chain of title  from the  originator
        thereof to the Person  assigning it to the Trustee with evidence of recordation  noted
        thereon or  attached  thereto,  or a copy of such  assignment  or  assignments  of the
        Sharia Mortgage Loan Security Instrument with evidence of recording indicated thereon;

               (v)    The original  Sharia Mortgage Loan  Co-Ownership  Agreement with respect
        to  the  related  Sharia  Mortgage  Loan  or a  copy  of  such  Sharia  Mortgage  Loan
        Co-Ownership Agreement; and

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

(c)     The Company  may, in lieu of  delivering  the original of the  documents  set forth in
Sections  2.01(b)(I)(iii),  (iv) and (v), Sections (b)(II)(ii),  (iv), (vii), (ix) and (x) and
Sections  2.01(b)(III)(ii),  (iii),  (iv), (v) and (vi) (or copies  thereof) to the Trustee or
to the  Custodian on behalf of the Trustee,  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  Sections  2.01(b)(I)(iii),  (iv)  and (v),
Sections (b)(II)(ii),  (iv), (vii), (ix) and (x) and Sections  2.01(b)(III)(ii),  (iii), (iv),
(v) and (vi) (or  copies  thereof)  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 to the Custodian on behalf of the Trustee.

        The parties  hereto agree that it is not intended  that any Mortgage  Loan be included
in the Trust  Fund that is either  (i) a  "High-Cost  Home  Loan" as defined in the New Jersey
Home  Ownership Act effective  November 27, 2003,  (ii) a "High-Cost  Home Loan" as defined in
the New Mexico Home Loan  Protection  Act effective  January 1, 2004,  (iii) a "High Cost Home
Mortgage  Loan" as defined in the  Massachusetts  Predatory  Home Loan Practices Act effective
November  7, 2004 or (iv) a  "High-Cost  Home Loan" as defined in the Indiana  House  Enrolled
Act No. 1229, effective as of January 1, 2005.

(d)     Notwithstanding  the provisions of Section  2.01(c),  in connection  with any Mortgage
Loan,  if  the  Company  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 Company
shall  deliver or cause to be  delivered  to the Trustee or to the  Custodian on behalf of the
Trustee a copy of such Mortgage, assignment,  modification,  assumption agreement or preferred
loan agreement.

        The Company (i) shall promptly cause to be recorded in the  appropriate  public office
for real property  records the Assignment  referred to in clause (I)(iii) of Section  2.01(b),
except (a) in states  where,  in the  opinion of counsel  acceptable  to the  Trustee  and the
Master  Servicer,  such  recording is not required to protect the  Trustee's  interests in the
Mortgage Loan against the claim of any  subsequent  transferee or any successor to or creditor
of the Company or the  originator  of such  Mortgage  Loan or (b) if MERS is identified on the
Mortgage or on a properly  recorded  assignment  of the  Mortgage as the  mortgagee  of record
solely as nominee for the Seller and its  successors  and assigns,  (ii) shall  promptly cause
to be filed the Form UCC-3  assignment and UCC-1  financing  statement  referred to in clauses
(II)(vii)  and (x),  respectively,  of Section  2.01(b) and (iii) shall  promptly  cause to be
recorded in the appropriate  public  recording office for real property records the Assignment
Agreement and  Amendment of Security  Instrument  referred to in clause  (III)(iii) of Section
2.01(b). If any Assignment,  Assignment Agreement and Amendment of Security  Instrument,  Form
UCC-3 or Form UCC-1, as applicable,  is lost or returned  unrecorded to the Company because of
any defect therein,  the Company shall prepare a substitute  Assignment,  Assignment Agreement
and Amendment of Security  Instrument,  Form UCC-3 or Form UCC-1, as applicable,  or cure such
defect,  as the case may be, and cause such  Assignment or Assignment  Agreement and Amendment
of Security  Instrument to be recorded in accordance  with this  paragraph.  The Company shall
promptly  deliver or cause to be  delivered  to the  applicable  person  described  in Section
2.01(b),  any  Assignment,  substitute  Assignment,  Assignment  Agreement  and  Amendment  of
Security  Instrument or Form UCC-3 or Form UCC-1,  as applicable,  (or copy thereof)  recorded
in connection with this paragraph,  with evidence of recording  indicated  thereon at the time
specified in Section  2.01(c).  In connection  with its servicing of  Cooperative  Loans,  the
Master Servicer will use its best efforts to file timely  continuation  statements with regard
to each  financing  statement and  assignment  relating to  Cooperative  Loans as to which the
related Cooperative Apartment is located outside of the State of New York.

        If the Company  delivers to the Trustee or to the  Custodian  on behalf of the Trustee
any  Mortgage  Note,  Obligation  to Pay,  Assignment  Agreement  and  Amendment  of  Security
Instrument  or  Assignment  of  Mortgage  in blank,  the  Company  shall,  or shall  cause the
Custodian to,  complete the  endorsement of the Mortgage Note,  Obligation to Pay,  Assignment
Agreement and Amendment of Security  Instrument  and 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.

        In  connection  with the  assignment  of any  Mortgage  Loan  registered  on the MERS(R)
System,  the Company further agrees that it will cause,  at the Company'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 Company 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 Company  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.


(e)     Residential  Funding hereby assigns to the Trustee its security interest in and to any
Additional  Collateral or Pledged  Assets,  its right to receive  amounts due or to become due
in  respect  of  any  Additional   Collateral  or  Pledged  Assets  pursuant  to  the  related
Subservicing  Agreement and its rights as beneficiary  under the Surety Bond in respect of any
Additional  Collateral  Loans.  With  respect  to any  Additional  Collateral  Loan or Pledged
Asset Loan,  Residential  Funding shall cause to be filed in the appropriate  recording office
a UCC-3  statement  giving notice of the  assignment of the related  security  interest to the
Trust  Fund and  shall  thereafter  cause the  timely  filing  of all  necessary  continuation
statements with regard to such financing statements.

(f)     It is intended  that the  conveyance  by the  Company to the  Trustee of the  Mortgage
Loans  as  provided  for  in  this  Section  2.01  be and  the  Uncertificated  REMIC  Regular
Interests,  if any (as  provided for in Section  2.06),  be construed as a sale by the Company
to the Trustee of the Mortgage Loans and any  Uncertificated  REMIC Regular  Interests for the
benefit  of the  Certificateholders.  Further,  it is not  intended  that such  conveyance  be
deemed to be a pledge of the Mortgage  Loans and any  Uncertificated  REMIC Regular  Interests
by the  Company  to the  Trustee  to  secure  a  debt  or  other  obligation  of the  Company.
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  conveyance  provided for in
Section  2.01 shall be deemed to be, and hereby is, (1) a grant by the  Company to the Trustee
of a security  interest in all of the  Company's  right  (including  the power to convey title
thereto),  title and interest,  whether now owned or hereafter acquired, in and to 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
following:  (A) the Mortgage Loans,  including (i) with respect to each Cooperative  Loan, the
related  Mortgage  Note,  Security  Agreement,  Assignment of Proprietary  Lease,  Cooperative
Stock  Certificate and Cooperative  Lease, (ii) with respect to each Sharia Mortgage Loan, the
related  Sharia  Mortgage  Loan  Security   Instrument,   Sharia  Mortgage  Loan  Co-Ownership
Agreement,  Obligation to Pay and Assignment  Agreement and Amendment of Security  Instrument,
(iii) with respect to each Mortgage Loan other than a  Cooperative  Loan or a Sharia  Mortgage
Loan, the related  Mortgage Note and Mortgage,  and (iv) 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  REMIC Regular  Interests
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  Company  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  Company  pursuant  to the
Assignment  Agreement;  (c) the  possession  by the  Trustee,  any  Custodian on behalf of the
Trustee 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,  9-314  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  Company  and, at the  Company'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  determined to create a security  interest in
the  Mortgage  Loans,  any  Uncertificated  REMIC  Regular  Interests  and the other  property
described  above,  such  security  interest  would be  determined  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 Company
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 Company,  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  any
Uncertificated  REMIC  Regular  Interests,  as evidenced by an  Officers'  Certificate  of the
Company,  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
Company 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 type or  jurisdiction of
organization  of  Residential  Funding or the  Company,  (3) any  transfer of any  interest of
Residential  Funding or the Company in any  Mortgage  Loan or (4) any transfer of any interest
of Residential Funding or the Company in any Uncertificated REMIC Regular Interest.

(g)     The Master  Servicer  hereby  acknowledges  the receipt by it of the  Initial  Monthly
Payment  Fund.  The  Master  Servicer  shall hold such  Initial  Monthly  Payment  Fund in the
Custodial  Account and shall  include  such  Initial  Monthly  Payment  Fund in the  Available
Distribution  Amount for the initial  Distribution  Date.  Notwithstanding  anything herein to
the  contrary,  the Initial  Monthly  Payment Fund shall not be an asset of any REMIC.  To the
extent that the Initial  Monthly  Payment Fund  constitutes a reserve fund for federal  income
tax purposes,  (1) it shall be an outside  reserve fund and not an asset of any REMIC,  (2) it
shall be owned by the Seller and (3) amounts  transferred by any REMIC to the Initial  Monthly
Payment Fund shall be treated as transferred  to the Seller or any  successor,  all within the
meaning of Section 1.860G-2(h) of the Treasury Regulations.

(h)     The  Company  agrees  that  the  sale of each  Pledged  Asset  Loan  pursuant  to this
Agreement will also constitute the  assignment,  sale,  setting-over,  transfer and conveyance
to the Trustee,  without  recourse  (but subject to the Company's  covenants,  representations
and warranties  specifically  provided herein), of all of the Company's obligations and all of
the Company's  right,  title and interest in, to and under,  whether now existing or hereafter
acquired  as owner  of the  Mortgage  Loan  with  respect  to any and all  money,  securities,
security  entitlements,  accounts,  general  intangibles,  payment  intangibles,  instruments,
documents,  deposit  accounts,  certificates  of  deposit,  commodities  contracts,  and other
investment  property  and other  property  of  whatever  kind or  description  consisting  of,
arising from or related to (i) the Assigned  Contracts,  (ii) all rights,  powers and remedies
of the  Company  as owner of such  Mortgage  Loan  under or in  connection  with the  Assigned
Contracts,  whether arising under the terms of such Assigned Contracts,  by statute, at law or
in equity,  or otherwise  arising out of any default by the  Mortgagor  under or in connection
with the  Assigned  Contracts,  including  all rights to exercise any election or option or to
make any  decision or  determination  or to give or receive any notice,  consent,  approval or
waiver   thereunder,   (iii)  the  Pledged  Amounts  and  all  money,   securities,   security
entitlements,  accounts,  general intangibles,  payment intangibles,  instruments,  documents,
deposit  accounts,  certificates  of  deposit,  commodities  contracts,  and other  investment
property  and  other  property  of  whatever  kind or  description  and all cash and  non-cash
proceeds of the sale, exchange,  or redemption of, and all stock or conversion rights,  rights
to subscribe,  liquidation  dividends or  preferences,  stock  dividends,  rights to interest,
dividends,   earnings,   income,   rents,   issues,   profits,   interest  payments  or  other
distributions  of cash or  other  property  that  secures  a  Pledged  Asset  Loan,  (iv)  all
documents,  books and records  concerning  the  foregoing  (including  all computer  programs,
tapes,  disks  and  related  items  containing  any such  information)  and (v) all  insurance
proceeds  (including   proceeds  from  the  Federal  Deposit  Insurance   Corporation  or  the
Securities  Investor  Protection  Corporation  or any other  insurance  company) of any of the
foregoing or  replacements  thereof or  substitutions  therefor,  proceeds of proceeds and the
conversion,   voluntary  or  involuntary,  of  any  thereof.  The  foregoing  transfer,  sale,
assignment and  conveyance  does not constitute and is not intended to result in the creation,
or an assumption  by the Trustee,  of any  obligation  of the Company,  or any other person in
connection  with the Pledged  Assets or under any  agreement or instrument  relating  thereto,
including any obligation to the Mortgagor, other than as owner of the Mortgage Loan.

Section 2.02.  Acceptance by Trustee.

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

        If  the  Custodian,   as  the  Trustee's  agent,   finds  any  document  or  documents
constituting  a part of a  Custodial  File to be  missing  or  defective,  the  Trustee  shall
promptly  so notify  the Master  Servicer  and the  Company.  Pursuant  to Section  2.3 of the
Custodial  Agreement,  the  Custodian  will  notify the Master  Servicer,  the Company and the
Trustee of any such  omission or defect found by it in respect of any  Custodial  File held by
it in respect  of the items  reviewed  by it  pursuant  to the  Custodial  Agreement.  If such
omission or defect materially and adversely  affects the interests of the  Certificateholders,
the Master Servicer shall promptly notify  Residential  Funding of such omission or defect and
request  Residential  Funding to correct or cure such  omission or defect  within 60 days from
the date the Master  Servicer  was  notified of such  omission  or defect and, if  Residential
Funding  does not  correct  or cure  such  omission  or defect  within  such  period,  require
Residential  Funding  to  purchase  such  Mortgage  Loan from the Trust  Fund at its  Purchase
Price,  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 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 Master Servicer,  the
Trustee or the  Custodian,  as the case may be,  shall  release  the  contents  of any related
Mortgage  File in its  possession  to the  owner  of  such  Mortgage  Loan  (or  such  owners'
designee)  and the  Trustee  shall  execute  and  deliver  such  instruments  of  transfer  or
assignment  prepared  by the  Master  Servicer,  in each case  without  recourse,  as shall be
necessary to vest in Residential  Funding or its designee any Mortgage Loan released  pursuant
hereto  and  thereafter  such  Mortgage  Loan  shall  not be part  of the  Trust  Fund.  It is
understood and agreed that the  obligation of  Residential  Funding to so cure or purchase any
Mortgage  Loan as to which a material  and  adverse  defect in or  omission  of a  constituent
document  exists  shall  constitute  the  sole  remedy  respecting  such  defect  or  omission
available to Certificateholders or the Trustee on behalf of the Certificateholders.

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

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

(i)     The Master Servicer is a limited  liability  company 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 Formation or Limited Liability Company Agreement 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  Company,  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 will 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 Company,  any  Affiliate of the Company or the Trustee by the Master
        Servicer will, to the knowledge of the Master  Servicer,  contain any untrue statement
        of a  material  fact or omit a  material  fact  necessary  to  make  the  information,
        certificate, statement or report not misleading;

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

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

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

        Upon  discovery  by either  the  Company,  the  Master  Servicer,  the  Trustee or the
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 (the  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  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  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)     Representations  and  warranties  relating  to the  Mortgage  Loans  are set  forth in
Section 2.03(b) of the Series Supplement.

Section 2.04.  Representations and Warranties of Residential Funding.

        The  Company,  as assignee of  Residential  Funding  under the  Assignment  Agreement,
hereby assigns to the Trustee for the benefit of  Certificateholders  all of its right,  title
and interest in respect of the Assignment  Agreement  applicable to a Mortgage  Loan.  Insofar
as  the  Assignment   Agreement  relates  to  the   representations  and  warranties  made  by
Residential  Funding in respect of such  Mortgage  Loan and any remedies  provided  thereunder
for any breach of such  representations and warranties,  such right, title and interest may be
enforced by the Master  Servicer on behalf of the  Trustee  and the  Certificateholders.  Upon
the discovery by the Company,  the Master  Servicer,  the Trustee or the Custodian of a breach
of any of the  representations  and warranties made in the Assignment  Agreement  (which,  for
purposes  hereof,  will be deemed to  include  any other  cause  giving  rise to a  repurchase
obligation  under 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 (the
Custodian  being  so  obligated  under a  Custodial  Agreement).  The  Master  Servicer  shall
promptly  notify  Residential  Funding of such breach 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
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,  repurchase
or  substitution  must  occur  within 90 days from the date the breach  was  discovered.  If a
breach  of the  Compliance  With  Laws  Representation  has given  rise to the  obligation  to
repurchase or substitute a Mortgage  Loan pursuant to Section 4 of the  Assignment  Agreement,
then the Master  Servicer  shall  request  that  Residential  Funding  pay to the Trust  Fund,
concurrently  with and in addition to the  remedies  provided in the  preceding  sentence,  an
amount equal to any liability,  penalty or expense that was actually  incurred and paid out of
or on behalf of the Trust Fund,  and that directly  resulted from such breach,  or if incurred
and paid by the Trust  Fund  thereafter,  concurrently  with such  payment.  In the event that
Residential  Funding elects to substitute a Qualified  Substitute Mortgage Loan or Loans for a
Deleted  Mortgage  Loan pursuant to this Section  2.04,  Residential  Funding shall deliver to
the Trustee or the  Custodian for the benefit of the  Certificateholders  with respect to such
Qualified  Substitute  Mortgage Loan or Loans,  the original  Mortgage Note, the Mortgage,  an
Assignment of the Mortgage in  recordable  form,  if required  pursuant to Section  2.01,  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,  and, if the Deleted
Mortgage  Loan was a Discount  Mortgage  Loan,  the  Schedule of Discount  Fractions,  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,  and, if the Deleted  Mortgage Loan was a
Discount  Mortgage  Loan, the amended  Schedule of Discount  Fractions,  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 contained in the related  Assignment  Agreement,  and the
Company and the Master  Servicer  shall be deemed to have made with  respect to any  Qualified
Substitute  Mortgage  Loan  or  Loans,  as  of  the  date  of  substitution,   the  covenants,
representations  and  warranties set forth in this Section 2.04, in Section 2.03 hereof and in
Section  4 of the  Assignment  Agreement,  and the  Master  Servicer  shall  be  obligated  to
repurchase or substitute for any Qualified  Substitute  Mortgage Loan as to which a Repurchase
Event (as  defined in the  Assignment  Agreement)  has  occurred  pursuant to Section 4 of the
Assignment Agreement.

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

        It is understood and agreed that the  obligation of  Residential  Funding to cure such
breach or  purchase,  or to  substitute  for,  a  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  Compliance  With Laws  Representation  shall
constitute the sole remedy respecting such breach available to the  Certificateholders  or the
Trustee  on behalf of  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/Issuance   of  Certificates
                      Evidencing Interests in REMIC I Certificates.

               As provided in Section 2.05 of the Series Supplement.

Section 2.06.  Conveyance  of  Uncertificated  REMIC  I  and  REMIC  II  Regular  Interests;
                      Acceptance by the Trustee.

               As provided in Section 2.06 of the Series Supplement.

Section 2.07.  Issuance of Certificates Evidencing Interests in REMIC II.

               As provided in Section 2.07 of the Series Supplement.
Section 2.08.  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 Company 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 2.08 may not
be  amended,  without  the  consent of the  Certificateholders  evidencing  a majority  of the
aggregate Voting Rights of the Certificates.









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 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  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 System,  it becomes  necessary to remove any Mortgage Loan from  registration  on the
MERS 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.  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  formed  under the  Series
Supplement  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.  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.  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 not
customarily  provided by  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.

(b)     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).

(c)     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.

Section 3.02.  Subservicing Agreements Between Master Servicer and Subservicers;  Enforcement
                      of Subservicers' and Sellers' 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  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 or permitted by the Program  Guide and are not  inconsistent  with
this Agreement and as the Master Servicer and the Subservicer  have agreed.  A  representative
form of  Subservicing  Agreement  is  attached  hereto as Exhibit E. 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  insofar as the Company's rights with respect to
Seller's  obligation  has been  assigned  to the  Trustee  hereunder,  to the extent  that the
non-performance  of any such Seller's  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  (insofar as the Company's  rights with respect to such Seller's  obligations have
been  assigned  to  the  Trustee   hereunder)  and  are   reimbursable   pursuant  to  Section
3.10(a)(viii).

Section 3.03.  Successor Subservicers.

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

Section 3.04.  Liability of the Master Servicer.

        Notwithstanding  any Subservicing  Agreement,  any of the provisions of this Agreement
relating to  agreements  or  arrangements  between the Master  Servicer  or a  Subservicer  or
reference to actions taken  through a Subservicer  or  otherwise,  the Master  Servicer  shall
remain  obligated and liable to the Trustee and the  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 Company 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 the  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)     If the  Master  Servicer  shall  for any  reason  no  longer  be the  master  servicer
(including  by reason of an Event of  Default),  the Trustee,  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 (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 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 such  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;  provided,
further,  that (1) no such  modification  shall  reduce the interest  rate on a Mortgage  Loan
below  one-half of the Mortgage Rate as in effect on the Cut-off  Date,  but not less than the
sum of the rates at which the  Servicing  Fee and the  Subservicing  Fee with  respect to such
Mortgage Loan accrues plus the rate at which the premium paid to the Certificate  Insurer,  if
any,  accrues,  (2) the final  maturity  date for any  Mortgage  Loan  shall  not be  extended
beyond  the  Maturity  Date,  (3) the Stated  Principal  Balance  of all  Reportable  Modified
Mortgage  Loans  subject to Servicing  Modifications  (measured  at the time of the  Servicing
Modification and after giving effect to any Servicing  Modification)  can be no more than five
percent of the  aggregate  principal  balance of the  Mortgage  Loans as of the Cut-off  Date,
unless such limit is increased  from time to time with the consent of the Rating  Agencies and
the Certificate  Insurer,  if any. 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
remaining  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 purpose.  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  reamortized
such that the  Monthly  Payment is  recalculated  as an amount  that will fully  amortize  the
remaining  Stated  Principal  Balance  thereof  by the  original  Maturity  Date  based on the
original  Mortgage  Rate;  provided,  that such  re-amortization  shall not be permitted if it
would  constitute a reissuance  of the Mortgage Loan for federal  income tax purposes,  except
if such reissuance is described in Treasury Regulation Section 1.860G-2(b)(3).

(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 principal  and interest on the Mortgage  Loans due on or before
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 Buydown Funds, if any, and 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  Compliance  With  Laws
        Representation  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;

(v)     Any amounts required to be deposited pursuant to Section 3.07(c) or 3.21;

(vi)    All amounts  transferred  from the  Certificate  Account to the  Custodial  Account in
        accordance with Section 4.02(a);

(vii)   Any  amounts  realized  by the  Subservicer  and  received  by the Master  Servicer in
        respect of any Additional Collateral; and

(viii)  Any amounts received by the Master Servicer in respect of Pledged Assets.

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 payments in respect
of  principal  and  interest on the  Mortgage  Loans due on or before the  Cut-off  Date) and,
unless  otherwise set forth in the series  supplement,  payments or  collections in the nature
of  prepayment  charges  or 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  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 without any right of reimbursement.

(d)     The Master  Servicer shall give notice to the Trustee and the Company 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  prepayment  charges or late
charges or assumption  fees. 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.

        If 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
        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,  any
        amounts  remitted by Subservicers  as interest in respect of Curtailments  pursuant to
        Section  3.08(b),  and any amounts paid by a Mortgagor in connection  with a Principal
        Prepayment in Full in respect of interest for any period during the calendar  month in
        which   such   Principal   Prepayment   in   Full   is  to  be   distributed   to  the
        Certificateholders;

(vi)    to pay to itself, a Subservicer,  a Seller,  Residential  Funding,  the Company 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 the  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, or any Advance  reimbursable to the Master Servicer  pursuant to
        Section 4.02(a);

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

(ix)    to  reimburse  itself for  Servicing  Advances  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.

(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  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 the Primary Insurance
                      Policies; Collections Thereunder.

(a)     The Master  Servicer  shall not take, or permit any  Subservicer  to take,  any action
which would result in non-coverage  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 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 Company had  knowledge  of such  Primary  Insurance  Policy.  The
Master  Servicer  shall be  entitled  to cancel or permit the  discontinuation  of any Primary
Insurance  Policy as to any Mortgage  Loan,  if the Stated  Principal  Balance of the Mortgage
Loan is reduced below an amount equal to 80% of the appraised  value of the related  Mortgaged
Property  as  determined  in  any  appraisal  thereof  after  the  Closing  Date,  or  if  the
Loan-to-Value  Ratio is reduced  below 80% as a result of  principal  payments on the Mortgage
Loan after the Closing  Date.  In the event that the Company  gains  knowledge  that as of the
Closing Date, a Mortgage Loan had a  Loan-to-Value  Ratio at  origination in excess of 80% and
is not the subject of a Primary  Insurance  Policy (and was not  included in any  exception to
the  representation  in  Section  2.03(b)(iv))  and that  such  Mortgage  Loan  has a  current
Loan-to-Value  Ratio in  excess  of 80% then the  Master  Servicer  shall  use its  reasonable
efforts to obtain and  maintain a Primary  Insurance  Policy to the extent  that such a policy
is  obtainable  at a  reasonable  price.  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 related 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 (other than a
Cooperative  Loan) fire  insurance  with extended  coverage in an amount which is equal to the
lesser of the  principal  balance  owing on such Mortgage Loan or 100 percent of the insurable
value of the  improvements;  provided,  however,  that such  coverage may not be less than the
minimum  amount  required to fully  compensate  for any loss or damage on a  replacement  cost
basis. To the extent it may do so without breaching the related  Subservicing  Agreement,  the
Master  Servicer  shall replace any  Subservicer  that does not cause such  insurance,  to the
extent  it is  available,  to be  maintained.  The  Master  Servicer  shall  also  cause to be
maintained  on property  acquired upon  foreclosure,  or deed in lieu of  foreclosure,  of any
Mortgage Loan (other than a Cooperative  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 the  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
(other than a Cooperative  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).

        If 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 the  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 Company.  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 either (i) both (A) constitute a "significant  modification"  effecting an
exchange or  reissuance of such  Mortgage  Loan under the REMIC  Provisions  and (B) cause any
portion of any REMIC  formed under the Series  Supplement  to fail to qualify as a REMIC under
the  Code  or  (subject  to  Section  10.01(f)),  result  in  the  imposition  of  any  tax on
"prohibited  transactions"  or (ii) constitute  "contributions"  after the start-up 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 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,  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  in  writing  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,  with respect to a Cooperative  Loan,  the
related  Cooperative  Apartment)  without any right of  reimbursement or other similar matters
if it has  determined,  exercising its good faith  business  judgment in the same manner as it
would if it were the owner of the  related  Mortgage  Loan,  that the  security  for,  and the
timely  and full  collectability  of,  such  Mortgage  Loan  would not be  adversely  affected
thereby and that any portion of any REMIC  formed under the Series  Supplement  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 day
would be  imposed  on any such  REMIC 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  substance of the  assignment  is, and is intended to be, a  refinancing  of such
Mortgage;  (ii) that the Mortgage Loan following the proposed  assignment  will have a rate of
interest  at least 0.25  percent  below or above the rate of interest  on such  Mortgage  Loan
prior to such  proposed  assignment;  and (iii) 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,  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  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 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 or 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
such amounts pursuant to Section 3.10.

               In  addition  to  the  foregoing,  the  Master  Servicer  shall  use  its  best
reasonable  efforts to  realize  upon any  Additional  Collateral  for such of the  Additional
Collateral  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;
provided  that the Master  Servicer  shall not, on behalf of the Trustee,  obtain title to any
such  Additional  Collateral  as a  result  of  or in  lieu  of  the  disposition  thereof  or
otherwise;  and provided  further that (i) the Master  Servicer shall not proceed with respect
to such  Additional  Collateral in any manner that would impair the ability to recover against
the related  Mortgaged  Property,  and (ii) the Master  Servicer  shall  proceed  with any REO
Acquisition  in a manner that  preserves the ability to apply the proceeds of such  Additional
Collateral  against  amounts owed under the defaulted  Mortgage  Loan.  Any proceeds  realized
from such  Additional  Collateral  (other than amounts to be released to the  Mortgagor or the
related  guarantor in accordance  with  procedures  that the Master  Servicer  would follow in
servicing  loans held for its own account,  subject to the terms and conditions of the related
Mortgage  and  Mortgage  Note and to the  terms  and  conditions  of any  security  agreement,
guarantee  agreement,  mortgage or other  agreement  governing the disposition of the proceeds
of such  Additional  Collateral)  shall be  deposited  in the  Custodial  Account,  subject to
withdrawal  pursuant to Section  3.10.  Any other payment  received by the Master  Servicer in
respect of such Additional  Collateral shall be deposited in the Custodial  Account subject to
withdrawal pursuant to Section 3.10.

               For so long as the  Master  Servicer  is the Master  Servicer  under the Credit
Support Pledge  Agreement,  the Master Servicer shall perform its obligations under the Credit
Support  Pledge  Agreement in  accordance  with such  Agreement and in a manner that is in the
best  interests of the  Certificateholders.  Further,  the Master  Servicer shall use its best
reasonable  efforts to realize upon any Pledged  Assets for such of the Pledged Asset 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;  provided that the Master
Servicer  shall not, on behalf of the Trustee,  obtain  title to any such Pledged  Assets as a
result of or in lieu of the disposition  thereof or otherwise;  and provided  further that (i)
the Master  Servicer  shall not proceed with respect to such Pledged Assets in any manner that
would  impair the  ability to recover  against the related  Mortgaged  Property,  and (ii) the
Master  Servicer  shall  proceed  with any REO  Acquisition  in a manner  that  preserves  the
ability  to apply  the  proceeds  of such  Pledged  Assets  against  amounts  owed  under  the
defaulted  Mortgage Loan.  Any proceeds  realized from such Pledged Assets (other than amounts
to be released to the Mortgagor or the related  guarantor in accordance  with  procedures that
the Master Servicer would follow in servicing  loans held for its own account,  subject to the
terms  and  conditions  of the  related  Mortgage  and  Mortgage  Note  and to the  terms  and
conditions  of any  security  agreement,  guarantee  agreement,  mortgage  or other  agreement
governing the  disposition  of the proceeds of such Pledged  Assets) shall be deposited in the
Custodial  Account,  subject  to  withdrawal  pursuant  to  Section  3.10.  Any other  payment
received by the Master  Servicer in respect of such  Pledged  Assets shall be deposited in the
Custodial Account subject to withdrawal pursuant to Section 3.10.

               Concurrently  with the foregoing,  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 the  Custodian,  as the case may be, shall  release to the
Master  Servicer the related  Custodial  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 any 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)     If 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)     If 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 any
portion of any REMIC  formed under the Series  Supplement  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  formed  under the  Series  Supplement  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  the Trust Fund 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  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 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
will 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 Custodial 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 will  immediately  notify the Trustee (if it
holds the related  Custodial File) or the Custodian by a certification of a Servicing  Officer
(which  certification  shall include a statement to the effect that all amounts received or to
be received  in  connection  with such  payment  which are  required  to be  deposited  in the
Custodial  Account pursuant to Section 3.07 have been or will be so deposited),  substantially
in one of the  forms  attached  hereto as  Exhibit  F, or,  in the case of the  Custodian,  an
electronic  request in a form  acceptable to the Custodian,  requesting  delivery to it of the
Custodial File.  Within two Business Days of receipt of such  certification  and request,  the
Trustee shall release,  or cause the Custodian to release,  the related  Custodial 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.  No  expenses  incurred  in
connection with any instrument of  satisfaction  or deed of  reconveyance  shall be chargeable
to the Custodial Account or the Certificate Account.

(b)     From time to time as is  appropriate  for the servicing or foreclosure of any Mortgage
Loan,  the Master  Servicer  shall  deliver to the  Custodian,  with a copy to the Trustee,  a
certificate  of a Servicing  Officer  substantially  in one of the forms attached as Exhibit F
hereto,  or, in the case of the Custodian,  an electronic  request in a form acceptable to the
Custodian,  requesting  that  possession  of all, or any  document  constituting  part of, the
Custodial  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  Custodial  File or any
document  therein to the Master  Servicer.  The Master  Servicer  shall  cause each  Custodial
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  Custodial  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  Custodial  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  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 will 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 prepayment charges,  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.

(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  co-trustee  (as provided in Section 8.05) and the fees and expense of the  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 any other provision herein, the amount of servicing  compensation that
the Master  Servicer shall be entitled to receive for its activities  hereunder for the period
ending on each  Distribution  Date shall be reduced (but not below zero) by an amount equal to
Compensating  Interest (if any) for such  Distribution  Date.  Such reduction shall be applied
during such period as follows:  first, to any Servicing Fee or  Subservicing  Fee to which the
Master Servicer is entitled  pursuant to Section  3.10(a)(iii),  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(b),
respectively.  In making such  reduction,  the Master  Servicer (i) will 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 (ii) will not withdraw  from the
Custodial  Account or Certificate  Account any such amount to which it is entitled pursuant to
Section 3.07(c) or 4.01(b).

Section 3.17.  Reports to the Trustee and the Company.

        Not later than  fifteen  days after it receives a written  request from the Trustee or
the Company,  the Master  Servicer  shall  forward to the Trustee and the Company a statement,
certified by a Servicing  Officer,  setting  forth the status of the  Custodial  Account as of
the close of  business on the  immediately  preceding  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  will  deliver to the  Company  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  Company'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 1122  and 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  Company'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,  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  Company  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.  Rights of the Company in Respect of the Master Servicer.

        The Master Servicer shall afford the Company,  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 Company 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  Company  or  Residential
Funding.  The Company may, but is not  obligated  to,  enforce the  obligations  of the Master
Servicer  hereunder  and  may,  but is not  obligated  to,  perform,  or cause a  designee  to
perform,  any defaulted  obligation of the Master Servicer hereunder or exercise the rights of
the Master  Servicer  hereunder;  provided that the Master  Servicer  shall not be relieved of
any of its  obligations  hereunder  by  virtue  of  such  performance  by the  Company  or its
designee.  The  Company  shall not have any  responsibility  or  liability  for any  action or
failure to act by the Master  Servicer and is not  obligated to supervise the  performance  of
the Master Servicer under this Agreement or otherwise.

Section 3.21.  Administration of Buydown Funds

(a)     With respect to any Buydown  Mortgage  Loan,  the  Subservicer  has deposited  Buydown
Funds in an account that satisfies the requirements  for a Subservicing  Account (the "Buydown
Account").  The Master  Servicer shall cause the  Subservicing  Agreement to require that upon
receipt from the  Mortgagor of the amount due on a Due Date for each  Buydown  Mortgage  Loan,
the  Subservicer  will withdraw from the Buydown Account the  predetermined  amount that, when
added to the amount due on such date from the Mortgagor,  equals the full Monthly  Payment and
transmit  that  amount in  accordance  with the  terms of the  Subservicing  Agreement  to the
Master  Servicer  together  with the related  payment made by the Mortgagor or advanced by the
Subservicer.

(b)     If the Mortgagor on a Buydown  Mortgage Loan prepays such loan in its entirety  during
the period  (the  "Buydown  Period")  when  Buydown  Funds are  required to be applied to such
Buydown  Mortgage  Loan,  the  Subservicer  shall be  required  to  withdraw  from the Buydown
Account and remit any Buydown Funds  remaining in the Buydown  Account in accordance  with the
related  buydown  agreement.  The amount of Buydown  Funds which may be remitted in accordance
with  the  related  buydown  agreement  may  reduce  the  amount  required  to be  paid by the
Mortgagor to fully prepay the related  Mortgage  Loan. If the Mortgagor on a Buydown  Mortgage
Loan defaults on such Mortgage Loan during the Buydown  Period and the property  securing such
Buydown  Mortgage Loan is sold in the  liquidation  thereof  (either by the Master Servicer or
the insurer under any related Primary  Insurance  Policy),  the Subservicer  shall be required
to withdraw from the Buydown  Account the Buydown  Funds for such Buydown  Mortgage Loan still
held in the Buydown  Account and remit the same to the Master  Servicer in accordance with the
terms of the  Subservicing  Agreement for deposit in the  Custodial  Account or, if instructed
by the Master Servicer,  pay to the insurer under any related Primary  Insurance Policy if the
Mortgaged  Property  is  transferred  to such  insurer and such  insurer  pays all of the loss
incurred  in respect  of such  default.  Any  amount so  remitted  pursuant  to the  preceding
sentence will be deemed to reduce the amount owed on the Mortgage Loan.

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  Certificate  Insurer and 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).  The Master  Servicer  shall
provide  the  Certificate  Insurer,  if any,  with  notice of any  termination  of any Advance
Facility pursuant to this Section 3.22(b).

(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 Company
nor the  Trustee  shall have any duty or  liability  with  respect to the  calculation  of any
Reimbursement  Amount,  nor shall the Company or the Trustee have any  responsibility to track
or monitor the  administration  of the Advance  Facility or 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  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.

(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  Certificate  Insurer,
Company 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 an opinion  of  counsel as  required  by 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  Company,  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  on  behalf  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) all other  amounts  constituting
the Available Distribution Amount for the immediately succeeding Distribution Date.

(b)     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  or be  payable  on demand  not later  than the
Business Day next preceding the  Distribution  Date next following the date of such investment
(except that (i) any  investment  in the  institution  with which the  Certificate  Account is
maintained  may mature or be payable  on demand on such  Distribution  Date and (ii) any other
investment may mature or be payable on demand 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.  Subject to Section  3.16(e),  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  without any right of  reimbursement.  The Trustee or its
Affiliates are permitted to receive  compensation  that could be deemed to be in the Trustee's
economic  self-interest  for (i) serving as investment  adviser  (with respect to  investments
made  through its  Affiliates),  administrator,  shareholder  servicing  agent,  custodian  or
sub-custodian with respect to certain of the Permitted  Investments,  (ii) using Affiliates to
effect  transactions in certain  Permitted  Investments  and (iii)  effecting  transactions in
certain Permitted Investments.

Section 4.02.  Distributions.

                      As provided in Section 4.02 of the Series Supplement.

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 either  forward by mail or make  available to each Holder and the Company,  via
the  Trustee's  internet  website,  a  statement  (and at its  option,  any  additional  files
containing  the same  information in an alternative  format)  setting forth  information as to
each Class of  Certificates,  the Mortgage  Pool and, if the Mortgage Pool is comprised of two
or more Loan Groups,  each Loan Group, to the extent  applicable.  This statement will include
the  information set forth in an exhibit to the Series  Supplement.  The Trustee shall mail to
each Holder  that  requests a paper copy by  telephone a paper copy via first class mail.  The
Trustee may modify the  distribution  procedures set forth in this Section  provided that such
procedures  are no less  convenient  for the  Certificateholders.  The Trustee  shall  provide
prior notification to the Company,  the Master Servicer and the  Certificateholders  regarding
any such  modification.  In addition,  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  Q to such  Rating  Agency  within a
reasonable period of time; provided,  however,  that the Master Servicer shall not be required
to provide such information more than four times in a calendar year to any Rating Agency.

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

(c)     Within a reasonable  period of time after it receives a written  request from a 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 Company 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 Company or the Master  Servicer,  and (IV) notice of
any  failure of the Trustee to make any  distribution  to the  Certificateholders  as required
pursuant to the Series  Supplement.  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 O 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 P.

(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 Company under the Exchange Act, as
soon as reasonably practicable upon delivery of such reports to the Trustee.

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

(a)     Prior to the close of business on the  Determination  Date, the Master  Servicer shall
furnish  a  written  statement  to  the  Trustee,  any  Paying  Agent  and  the  Company  (the
information  in  such  statement  to  be  made  available  to  any  Certificate   Insurer  and
Certificateholders  by the  Master  Servicer  on  request)  setting  forth  (i) the  Available
Distribution  Amount and (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).  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) 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  aggregate  amount of Monthly  Payments  (with  each  interest
portion thereof adjusted to the Net Mortgage Rate),  less the amount of any related  Servicing
Modifications,  Debt Service  Reductions or  reductions in the amount of interest  collectable
from the Mortgagor  pursuant to the  Servicemembers  Civil Relief Act, as amended,  or similar
legislation  or  regulations  then in  effect,  on the  Outstanding  Mortgage  Loans as of the
related Due Date,  which Monthly  Payments were 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,  (ii) withdraw  from amounts on deposit in the Custodial  Account and
deposit  in  the  Certificate  Account  all  or a  portion  of  the  Amount  Held  for  Future
Distribution  in  discharge  of any such  Advance,  or (iii) make  advances in the form of any
combination  of (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 amount of any  reimbursement  pursuant to
Section  4.02(a)  in  respect  of  outstanding  Advances  on any  Distribution  Date  shall be
allocated to specific  Monthly  Payments due but  delinquent  for previous Due Periods,  which
allocation  shall be made,  to the extent  practicable,  to Monthly  Payments  which have been
delinquent  for the  longest  period  of  time.  Such  allocations  shall  be  conclusive  for
purposes of  reimbursement  to the Master Servicer from  recoveries on related  Mortgage Loans
pursuant to Section 3.10.

        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 an Officers'  Certificate  of the Master  Servicer  delivered to the Company and
the Trustee.

        If 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 into
the Certificate Account.

Section 4.05.  Allocation of Realized Losses.

        As provided in Section 4.05 of the Series Supplement.

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  interests  received  in a trade or  business,  the  reports  of
foreclosures and abandonments of any Mortgaged  Property and the information  returns relating
to  cancellation  of indebtedness  income with respect to any Mortgaged  Property  required by
Sections  6050H,  6050J and 6050P,  respectively,  of the Code,  and deliver to the Trustee an
Officers'  Certificate  on or before March 31 of each year stating that such reports have been
filed.  Such  reports  shall  be in  form  and  substance  sufficient  to meet  the  reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the Code.

Section 4.07.  Optional Purchase of Defaulted Mortgage Loans.

(a)     With respect to any Mortgage  Loan that 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 that  becomes 90 days or more
delinquent  during any given Calendar Quarter shall only be eligible for purchase  pursuant to
this Section during the period  beginning on the first Business Day of the following  Calendar
Quarter,  and  ending at the close of  business  on the  second-to-last  Business  Day of such
following  Calendar  Quarter;  and  provided,  further,  that such Mortgage Loan is 90 days or
more  delinquent  at  the  time  of  repurchase.  Such  option  if  not  exercised  shall  not
thereafter be  reinstated as to any Mortgage  Loan,  unless the  delinquency  is cured and the
Mortgage  Loan  thereafter  again  becomes  delinquent  in  payment  by 90  days  or more in a
subsequent Calendar Quarter.

(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.

        If,  however,  the Master  Servicer  shall have  exercised  its right to  repurchase a
Mortgage  Loan  pursuant  to this  Section  4.07 upon the  written  request  of and with funds
provided by the Junior  Certificateholder  and thereupon transferred such Mortgage Loan to the
Junior Certificateholder, the Master Servicer shall so notify the Trustee in writing.

Section 4.08.  Surety Bond.

(a)     If a Required  Surety  Payment is payable  pursuant to the Surety Bond with respect to
any Additional  Collateral  Loan,  the Master  Servicer shall so notify the Trustee as soon as
reasonably  practicable  and the Trustee  shall  promptly  complete  the notice in the form of
Attachment  1 to the Surety  Bond and shall  promptly  submit  such  notice to the Surety as a
claim for a Required  Surety.  The Master  Servicer  shall upon request  assist the Trustee in
completing  such  notice  and shall  provide  any  information  requested  by the  Trustee  in
connection therewith.

(b)     Upon receipt of a Required  Surety Payment from the Surety on behalf of the Holders of
Certificates,  the Trustee  shall  deposit such  Required  Surety  Payment in the  Certificate
Account and shall  distribute  such  Required  Surety  Payment,  or the proceeds  thereof,  in
accordance with the provisions of Section 4.02.

(c)     The Trustee shall (i) receive as  attorney-in-fact of each Holder of a Certificate any
Required  Surety  Payment  from the Surety and (ii)  disburse  the same to the Holders of such
Certificates as set forth in Section 4.02.









ARTICLE V

                                       THE CERTIFICATES

Section 5.01.  The Certificates.

(a)     The  Senior,  Class X, Class M,  Class B,  Class P, Class SB and Class R  Certificates
shall be  substantially  in the forms set forth in  Exhibits  A, A-I,  B, C, C-I,  C-II and D,
respectively,  or such  other  form or forms as shall be set forth in the  Series  Supplement,
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 Company upon receipt
by  the  Trustee  or  the  Custodian  of  the  documents   specified  in  Section  2.01.   The
Certificates  shall be issuable in the minimum  denominations  designated  in the  Preliminary
Statement to the Series Supplement.

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

        If (i)(A) the Company  advises the Trustee in writing that the Depository is no longer
willing or able to properly discharge its  responsibilities  as Depository and (B) the Company
is unable to locate a qualified  successor  or (ii) the Company  notifies the  Depository  and
the Trustee of its intent to terminate  the  book-entry  system and, upon receipt of notice of
such intent from the Depository,  the Depository  Participants holding beneficial interests in
the Book-Entry  Certificates  agree to such  termination  through the Depository,  the Trustee
shall notify all Certificate  Owners,  through the  Depository,  of the occurrence of any such
event and of the  availability  of Definitive  Certificates to Certificate  Owners  requesting
the same.  Upon surrender to the Trustee of the  Book-Entry  Certificates  by the  Depository,
accompanied by  registration  instructions  from the Depository for  registration of transfer,
the  Trustee  shall  execute,   authenticate  and  deliver  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 a 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  shall  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 Certificate Principal Balance of the Definitive Certificate.

        None of the  Company,  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 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)     If the  Class  A-V  Certificates  are  Definitive  Certificates,  from  time  to  time
Residential  Funding,  as the initial Holder of the Class A-V Certificates,  may exchange such
Holder's Class A-V  Certificates  for Subclasses of Class A-V  Certificates to be issued under
this  Agreement by delivering a "Request for Exchange"  substantially  in the form attached to
this  Agreement  as Exhibit N executed by an  authorized  officer,  which  Subclasses,  in the
aggregate,  will represent the  Uncertificated  REMIC Regular Interests Z corresponding to the
Class A-V  Certificates  so  surrendered  for  exchange.  Any  Subclass so issued shall bear a
numerical  designation  commencing  with Class A-V-1 and continuing  sequentially  thereafter,
and will  evidence  ownership  of the  Uncertificated  REMIC  Regular  Interest  or  Interests
specified in writing by such  initial  Holder to the  Trustee.  The Trustee may  conclusively,
without  any  independent  verification,  rely on,  and  shall be  protected  in  relying  on,
Residential  Funding's   determinations  of  the  Uncertificated  REMIC  Regular  Interests  Z
corresponding to any Subclass,  the Initial Notional Amount and the initial  Pass-Through Rate
on a Subclass as set forth in such  Request for  Exchange  and the Trustee  shall have no duty
to determine  if any  Uncertificated  REMIC  Regular  Interest Z  designated  on a Request for
Exchange  corresponds to a Subclass which has previously been issued.  Each Subclass so issued
shall be  substantially  in the form set forth in Exhibit A and shall,  on original  issue, be
executed and  delivered by the Trustee to the  Certificate  Registrar for  authentication  and
delivery in accordance with Section 5.01(a).  Every  Certificate  presented or surrendered for
exchange  by the  initial  Holder  shall (if so  required  by the  Trustee or the  Certificate
Registrar)  be duly  endorsed  by, or be  accompanied  by a  written  instrument  of  transfer
attached to such  Certificate  and shall be completed to the  satisfaction  of the Trustee and
the  Certificate  Registrar  duly executed by, the initial Holder thereof or his attorney duly
authorized  in writing.  The  Certificates  of any Subclass of Class A-V  Certificates  may be
transferred in whole, but not in part, in accordance with the provisions of Section 5.02.

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

(d)     No transfer,  sale,  pledge or other  disposition  of a Class B Certificate or Class P
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,  and any
applicable  state  securities  laws or is made in  accordance  with said Act and laws.  In the
event that a transfer of a Class B  Certificate  or Class P  Certificate  is to be made either
(i)(A) the Trustee  shall require a written  Opinion of Counsel  acceptable to and in form and
substance  satisfactory  to the  Trustee  and  the  Company  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 Company or the Master  Servicer  (except that, if
such  transfer is made by the Company or the Master  Servicer or any  Affiliate  thereof,  the
Company or the Master  Servicer  shall  provide such Opinion of Counsel at their own expense);
provided  that such  Opinion of Counsel  will not be required in  connection  with the initial
transfer of any such  Certificate  by the Company or any  Affiliate  thereof to the Company or
an  Affiliate of the Company and (B) the Trustee  shall  require the  transferee  to execute a
representation  letter,  substantially  in the form of Exhibit H (with  respect to any Class B
Certificate)  or  Exhibit  G-1 (with  respect  to any  Class P  Certificate)  hereto,  and the
Trustee shall require the  transferor to execute a  representation  letter,  substantially  in
the form of Exhibit I hereto,  each  acceptable to and in form and substance  satisfactory  to
the Company and the Trustee  certifying  to the Company and the Trustee the facts  surrounding
such  transfer,  which  representation  letters  shall not be an expense of the  Trustee,  the
Company or the Master Servicer;  provided,  however, that such representation letters will not
be required in  connection  with any  transfer of any such  Certificate  by the Company or any
Affiliate  thereof to the Company or an  Affiliate of the  Company,  and the Trustee  shall be
entitled to conclusively rely upon a representation  (which,  upon the request of the Trustee,
shall be a written  representation)  from the Company,  of the status of such transferee as an
Affiliate of the Company or (ii) the  prospective  transferee of such a  Certificate  shall be
required  to provide the  Trustee,  the Company  and the Master  Servicer  with an  investment
letter  substantially  in the form of  Exhibit J  attached  hereto  (or such other form as the
Company in its sole discretion  deems  acceptable),  which  investment  letter shall not be an
expense of the  Trustee,  the  Company or the Master  Servicer,  and which  investment  letter
states that, among other things, such transferee (A) 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 (B) is aware  that  the  proposed
transferor  intends  to  rely  on the  exemption  from  registration  requirements  under  the
Securities  Act of  1933,  as  amended,  provided  by  Rule  144A.  The  Holder  of  any  such
Certificate  desiring to effect any such transfer,  sale, pledge or other  disposition  shall,
and does hereby agree to,  indemnify  the Trustee,  the Company,  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.

(e)     (i)    In the  case of any  Class  B,  Class P or Class R  Certificate  presented  for
               registration  in the name of any Person,  either (A) the Trustee  shall require
               an Opinion of Counsel  addressed  to the  Trustee,  the  Company and the Master
               Servicer,  acceptable to and in form and substance  satisfactory to the Trustee
               to the effect that the  purchase or holding of such Class B, Class P or Class R
               Certificate is permissible  under applicable law, will not constitute or result
               in any  non-exempt  prohibited  transaction  under  Section 406 of the Employee
               Retirement Income Security Act of 1974, as amended  ("ERISA"),  or Section 4975
               of the Code (or comparable provisions of any subsequent  enactments),  and will
               not subject the Trustee,  the Company or the Master  Servicer to any obligation
               or liability (including  obligations or liabilities under ERISA or Section 4975
               of the Code) in addition to those  undertaken in this Agreement,  which Opinion
               of Counsel  shall not be an expense of the  Trustee,  the Company or the Master
               Servicer  or (B) the  prospective  Transferee  shall be required to provide the
               Trustee,  the  Company  and the Master  Servicer  with a  certification  to the
               effect set forth in  paragraph  six of  Exhibit H (with  respect to any Class B
               Certificate)  or paragraph  fifteen of Exhibit G-1 (with respect to any Class R
               Certificate  or Class P  Certificate),  which the Trustee may rely upon without
               further inquiry or investigation,  or such other  certifications as the Trustee
               may deem desirable or necessary in order to establish  that such  Transferee or
               the Person in whose name such  registration  is requested  either (a) is not an
               employee  benefit  plan or other  plan  subject to the  prohibited  transaction
               provisions  of ERISA or Section 4975 of the Code,  or any Person  (including 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, a "Plan
               Investor")  or (b) in the  case  of any  Class  B  Certificate,  the  following
               conditions are satisfied:  (i) such  Transferee is an insurance  company,  (ii)
               the source of funds used to  purchase  or hold such  Certificate  (or  interest
               therein)  is an  "insurance  company  general  account"  (as  defined  in  U.S.
               Department of Labor Prohibited  Transaction Class Exemption ("PTCE") 95-60, and
               (iii) the  conditions  set forth in  Sections I and III of PTCE 95-60 have been
               satisfied  (each entity that satisfies this clause (b), a "Complying  Insurance
               Company").

               (ii)   Any  Transferee  of a  Class  M  Certificate  will  be  deemed  to  have
               represented  by virtue of its  purchase  or  holding  of such  Certificate  (or
               interest  therein) that either (a) such Transferee is not a Plan Investor,  (b)
               it has  acquired  and is holding  such  Certificate  in reliance on  Prohibited
               Transaction  Exemption ("PTE") 94-29, as most recently amended, PTE 2007-05, 72
               Fed.  Reg.  13130  (March  20,  2007)  (the  "RFC  Exemption"),   and  that  it
               understands  that there are certain  conditions to the  availability of the RFC
               Exemption  including  that  such  Certificate  must be  rated,  at the  time of
               purchase,  not lower than  "BBB-"  (or its  equivalent)  by  Standard & Poor's,
               Fitch,  Moody's,  DBRS  Limited,  or DBRS,  Inc.  or (c) such  Transferee  is a
               Complying Insurance Company.

               (iii)  (A) If any Class M  Certificate  (or any  interest  therein) is acquired
               or held by any  Person  that  does not  satisfy  the  conditions  described  in
               paragraph  (ii) above,  then the last preceding  Transferee  that either (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 such Class M Certificate.
               The Trustee  shall be under no  liability to any Person for making any payments
               due on such Certificate to such preceding Transferee.

                      (B)    Any purported  Certificate  Owner whose acquisition or holding of
               any Class M Certificate (or interest  therein) was effected in violation of the
               restrictions  in this Section  5.02(e)  shall  indemnify  and hold harmless the
               Company,  the Trustee, the Master Servicer,  any Subservicer,  the Underwriters
               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 G-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  G-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 G-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 G-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.

(iii)   (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, shall 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.

(iv)    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.

(v)     The  provisions  of this  Section  5.02(f)  set forth  prior to this clause (v) 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 any Class of the Senior (in the case of
     the Insured Certificates (as defined in the Series Supplement),  such determination shall
     be made  without  giving  effect to the  Certificate  Policy  (as  defined  in the Series
     Supplement)),  Class M or Class B 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)  subject to Section 10.01(f), an Officers' 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  portion of any REMIC  formed  under the
     Series  Supplement  to cease to qualify as a REMIC and will not cause (x) any  portion of
     any REMIC formed under the Series  Supplement 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 Company,
the Master Servicer,  the Trustee, any Certificate Insurer, the Certificate  Registrar and any
agent of the  Company,  the Master  Servicer,  the  Trustee,  any  Certificate  Insurer 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  Company,  the  Master  Servicer,  the
Trustee,  any Certificate  Insurer,  the  Certificate  Registrar nor any agent of the Company,
the Master Servicer,  the Trustee, any Certificate Insurer 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 the
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 the
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 the 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
shall  hold all sums held by it for the  payment  to the  Certificateholders  in trust for the
benefit of the  Certificateholders  entitled  thereto until such sums shall be  distributed 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.

Section 5.06.  U.S.A. Patriot Act Compliance.

        In order for it to comply with its duties  under the U.S.A.  Patriot  Act, the Trustee
may obtain and verify certain  information  from the other parties  hereto,  including but not
limited to such parties' name, address and other identifying information.







ARTICLE VI



                             THE COMPANY AND THE MASTER SERVICER

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

        The Company 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 Company and the Master  Servicer  herein.  By way of  illustration  and not limitation,
the Company 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 Company or the Master Servicer; Assignment of
                      Rights and Delegation of Duties by Master Servicer.

(a)     The Company  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
as  a  limited   liability   company  under  the  laws  of  the  state  of  its  organization,
respectively,  and shall each  obtain and  preserve  its  qualification  to do  business  as a
foreign  corporation or other Person 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 Company or the Master  Servicer  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  Company or the Master  Servicer  shall be a party,  or any Person
succeeding  to the business of the Company or the Master  Servicer,  shall be the successor of
the Company 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 in
this Section 6.02(b) 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 the Master  Servicer (or the
Company,  as  applicable)  shall  notify each Rating  Agency and the Trustee in writing of any
such merger,  conversion  or  consolidation  at least 30 days prior to the  effective  date of
such event.

(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  Company,  is willing  to  service  the
Mortgage  Loans and  executes  and  delivers to the Company and the Trustee an  agreement,  in
form and substance reasonably  satisfactory to the Company 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
(in  the  case of the  Insured  Certificates  (as  defined  in the  Series  Supplement),  such
determination  shall be made without  giving effect to the  Certificate  Policy (as defined in
the Series  Supplement))  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 Company,
                      the Master Servicer and Others.

        Neither  the  Company,  the  Master  Servicer  nor  any  of the  directors,  officers,
employees  or agents of the Company 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 Company, the Master Servicer or
any such  Person  against  any breach of  warranties  or  representations  made  herein or any
liability  which would  otherwise  be imposed by reason of willful  misfeasance,  bad faith or
gross  negligence  in the  performance  of  duties  or by  reason  of  reckless  disregard  of
obligations  and  duties  hereunder.  The  Company,  the  Master  Servicer  and any  director,
officer,  employee  or agent of the Company 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  Company,  the  Master  Servicer  and  any
director,  officer,  employee  or  agent  of the  Company  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 Company 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
Company 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 Company 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.  Company and Master Servicer Not to Resign.

        Subject  to the  provisions  of  Section  6.02,  neither  the  Company  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  Company  or  the  Master
Servicer  shall be  evidenced  by an  Opinion  of  Counsel  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  deposit  or  cause  to be  deposited  into  the
        Certificate  Account  any  amounts  required  to be so  deposited  therein at the time
        required  pursuant to Section 4.01 or otherwise or the Master  Servicer  shall fail to
        distribute or cause to be distributed to the 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 each 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 Company or to the Master  Servicer,  the Company 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 Company,  or to the
        Master  Servicer,  the Company and the Trustee by the Holders of  Certificates  of any
        Class evidencing,  in the case of any 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  Company  or the  Trustee  may,  and at the  direction  of  Holders  of
Certificates  entitled to at least 51% of the Voting Rights,  the Trustee shall,  by notice in
writing to the Master  Servicer  (and to the Company if given by the Trustee or to the Trustee
if given by the Company),  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.  If an Event of  Default  described  in clause
(vi)  hereof  shall  occur,  the  Trustee  shall,  by notice to the  Master  Servicer  and the
Company,  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 Company shall deliver to
the Trustee a copy of the Program Guide.

Section 7.02.  Trustee or Company 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  Company and with the  Company'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  or Sellers 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(b)  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 compensation  therefor,  the Trustee
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  Company,  the  Trustee,  the
Custodian  and such  successor  shall take such action,  consistent  with this  Agreement,  as
shall be necessary to  effectuate  any such  succession.  The  Servicing Fee for any successor
Master  Servicer  appointed  pursuant to this  Section  7.02 will be lowered  with  respect to
those  Mortgage  Loans,  if any,  where the  Subservicing  Fee  accrues at a rate of less than
0.20% per  annum in the  event  that the  successor  Master  Servicer  is not  servicing  such
Mortgage  Loans directly and it is necessary to raise the related  Subservicing  Fee to a rate
of 0.20% per annum in order to hire a  Subservicer  with respect to such Mortgage  Loans.  The
Master  Servicer  shall pay the  reasonable  expenses  of the Trustee in  connection  with any
servicing transition hereunder.

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

Section 7.03.  Notification to Certificateholders.

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

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

Section 7.04.  Waiver of Events of Default.

        The Holders  representing  at least 66% of the Voting Rights  affected by a default or
Event of Default  hereunder  may waive such  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)  or (ii).  Upon any such waiver of a default or Event
of Default by the Holders  representing the requisite  percentage of Voting Rights 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 or
waiver 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,
4.06,  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 any portion of any REMIC  formed  under the Series  Supplement  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  Company  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
        Certificateholders  of any  Class  holding  Certificates  which  evidence,  as to such
        Class,  Percentage Interests  aggregating not less than 25% 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 Company 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.

(e)     Notwithstanding anything to the contrary contained herein or in any related Custodial
Agreement, in no event shall the Trustee have any liability in respect of any actions or
omissions of the Custodian herein or pursuant to any related Custodial Agreement.



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 or  waived),  to
        exercise such of the rights and powers vested in it by this Agreement,  and to use the
        same degree of care and skill in their  exercise as a prudent  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 or
        waiver 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 so to do by
        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; 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,  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  portion of any REMIC  formed  under the Series  Supplement  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  Company 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 Company 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
Company 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 Company 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 will
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 the Trustee's  part,  arising out of, or in connection  with, the acceptance and
administration  of the Trust Fund,  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
Custodial  Agreement,  and the Master  Servicer  further  agrees to indemnify the Trustee for,
and to hold the Trustee harmless  against,  any loss,  liability or expense arising out of, or
in  connection  with,  the  provisions  set forth in the second  paragraph of Section  2.01(c)
hereof,  including,  without  limitation,  all  costs,  liabilities  and  expenses  (including
reasonable legal fees and expenses) of  investigating  and defending itself against any claim,
action or  proceeding,  pending or threatened,  relating to the provisions of this  paragraph,
provided that:

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

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

(iii)   notwithstanding  anything in this Agreement to the contrary, the Master Servicer shall
        not be liable for  settlement  of any claim by the Trustee  entered  into  without the
        prior  consent  of the  Master  Servicer  which  consent  shall  not  be  unreasonably
        withheld.

No  termination  of this  Agreement  shall  affect the  obligations  created  by this  Section
8.05(b) of the Master  Servicer to  indemnify  the  Trustee  under the  conditions  and to the
extent set forth herein.

        Notwithstanding the foregoing,  the indemnification provided by the Master Servicer in
this  Section  8.05(b)  shall not be available  (A) for 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 the  Certificateholders
pursuant to the terms of this  Agreement  or (B) where the  Trustee is  required to  indemnify
the Master Servicer pursuant to Section 12.05(a).

Section 8.06.  Eligibility Requirements for Trustee.

        The  Trustee  hereunder  shall at all times be a  corporation  or a  national  banking
association  having its  principal  office in a state and city  acceptable  to the Company 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,  subject to  supervision  or examination by federal or state
authority and 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.  If such  corporation  or national  banking
association  publishes  reports of  condition  at least  annually,  pursuant  to law or to the
requirements  of the aforesaid  supervising or examining  authority,  then for the purposes of
this Section the combined  capital and surplus of such  corporation  shall be deemed to be its
combined  capital  and  surplus  as set  forth in its  most  recent  report  of  condition  so
published.  In case at any time the Trustee  shall cease to be  eligible  in  accordance  with
the  provisions of this Section,  the Trustee shall resign  immediately in the manner and with
the effect specified in Section 8.07.

Section 8.07.  Resignation and Removal of the Trustee.

(a)     The Trustee may at any time resign and be discharged  from the trusts  hereby  created
by giving written notice  thereof to the Company.  Upon receiving such notice of  resignation,
the Company 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,  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
Company,  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
Company  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 Company  determines  that
the   Trustee   has   failed  (i)  to   distribute   or  cause  to  be   distributed   to  the
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  Company)  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  Company,  then the Company  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 Company 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 Company,  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  Company  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  Custodial  Files and  related  documents  and
statements  held by it  hereunder  (other  than any  Custodial  Files  at the  time  held by a
Custodian,  which  shall  become  the  agent  of any  successor  trustee  hereunder),  and the
Company,  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 Company 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 Company 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 Company.

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 the Custodian.

        The Trustee may,  with the consent of the Master  Servicer and the Company,  or shall,
at the  direction  of the  Company and the Master  Servicer,  appoint  custodians  who are not
Affiliates of the Company,  the Master  Servicer or any Seller to hold all or a portion of the
Custodial  Files  as  agent  for  the  Trustee,  by  entering  into  a  Custodial   Agreement.
Notwithstanding  anything to the contrary contained herein,  the Company,  Master Servicer and
Trustee  acknowledge  that  the  functions  of  the  Trustee  hereunder  with  respect  to the
acceptance,  custody,  inspection  and release of Custodial  Files,  and the  preparation  and
delivery of the Interim  Certification  required  pursuant to Section 2.02, shall be performed
by the  Custodian  as and to the  extent  set forth in the  Custodial  Agreement.  Subject  to
Article VIII,  the Trustee  agrees to comply with the terms of each  Custodial  Agreement with
respect to the Custodial  Files and to enforce the terms and  provisions  thereof  against the
related  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 Custodial  File.  Each Custodial  Agreement,  with
respect to the  Custodial  Files,  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.

        Appointment of Office or Agency.

        The  Trustee  will  maintain  an office or agency in the United  States at the address
designated in Section 11.05 of the Series  Supplement  where  Certificates  may be surrendered
for  registration of transfer or exchange.  The Trustee will maintain an office at the address
stated in Section  11.05 of the Series  Supplement  where  notices  and demands to or upon the
Trustee in respect of this Agreement may be served.







ARTICLE IX



                     TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES

Section 9.01.  Optional Purchase by the Master Servicer of All Certificates;  Termination Upon
                      Purchase by the Master Servicer or Liquidation of All Mortgage Loans.

(a)     Subject to Section  9.02,  the  respective  obligations  and  responsibilities  of the
Company,  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 Company to send certain
notices as hereinafter  set forth) shall  terminate upon the last action  required to be taken
by the Trustee on the Final  Distribution  Date  pursuant  to this  Article IX  following  the
earlier of:

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

(ii)    the purchase by the Master  Servicer of all Mortgage  Loans and all property  acquired
        in respect of any Mortgage  Loan  remaining in the Trust Fund at a price equal to 100%
        of the unpaid  principal  balance of each  Mortgage  Loan or, if less than such unpaid
        principal balance,  the fair market value of the related  underlying  property of such
        Mortgage  Loan with respect to Mortgage  Loans as to which title has been  acquired if
        such  fair  market  value is less  than  such  unpaid  principal  balance  (net of 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
        portion of any REMIC  formed  under the Series  Supplement  as a REMIC.  The  purchase
        price paid by the Master  Servicer  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
        Compliance With Laws Representation, that remain unpaid on the date of such purchase.

        The right of the  Master  Servicer  to  purchase  all the  assets  of the  Trust  Fund
pursuant to clause (ii) above is  conditioned  upon the Pool  Stated  Principal  Balance as of
the Final  Distribution  Date,  prior to giving  effect  to  distributions  to be made on such
Distribution  Date,  being less than ten percent of the Cut-off Date Principal  Balance of the
Mortgage Loans.

        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.  In  addition,  the Master  Servicer  shall
provide to the Trustee  the  certification  required  by Section  3.15 and the Trustee and the
Custodian  shall,  promptly  following  payment of the purchase  price,  release to the Master
Servicer the Custodial Files pertaining to the Mortgage Loans being purchased.

        In  addition  to the  foregoing,  on any  Distribution  Date on which the Pool  Stated
Principal  Balance,  prior to giving effect to distributions  to be made on such  Distribution
Date, is less than ten percent of the Cut-off Date  Principal  Balance of the Mortgage  Loans,
the Master  Servicer  shall have the right,  at its option,  to purchase the  Certificates  in
whole, but not in part, at a price equal to the outstanding  Certificate  Principal Balance of
such  Certificates  plus the sum of  Accrued  Certificate  Interest  thereon  for the  related
Interest  Accrual  Period and any  previously  unpaid  Accrued  Certificate  Interest.  If the
Master  Servicer  exercises this right to purchase the  outstanding  Certificates,  the Master
Servicer will promptly  terminate the  respective  obligations  and  responsibilities  created
hereby in respect of the 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 the Master Servicer  anticipates that the final  distribution will
be made to  Certificateholders  (whether as a result of the exercise by the Master Servicer of
its right to  purchase  the  assets of the Trust  Fund or  otherwise)  or on which 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
its  right  to  purchase  the  assets  of  the  Trust  Fund  or to  purchase  the  outstanding
Certificates),  or by the  Trustee  (in any  other  case)  by  letter.  Such  notice  shall be
prepared by the Master  Servicer (if it is exercising  its right to purchase the assets of the
Trust Fund or to  purchase  the  outstanding  Certificates),  or by the  Trustee (in any other
case) and mailed by the Trustee to the  Certificateholders  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 to be 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 in the case of the Senior Certificates,  or in the case of all of the
        Certificates  in connection  with the exercise by the Master  Servicer of its right to
        purchase  the  Certificates,  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 is obligated to give notice to  Certificateholders  as  aforesaid,  it
shall  give  such  notice to the  Certificate  Registrar  at the time such  notice is given to
Certificateholders  and, if the Master  Servicer  is  exercising  its rights to  purchase  the
outstanding  Certificates,  it shall give such notice to each  Rating  Agency at the time such
notice is given to  Certificateholders.  As a result of the exercise by the Master Servicer of
its right to purchase the assets of the Trust Fund,  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 for the assets of the Trust  Fund,  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  an  Eligible  Account,
established  by  the  Master  Servicer  on  behalf  of  the  Trustee  and  separate  from  the
Certificate  Account  in the name of the  Trustee in trust for the  registered  holders of the
Certificates,  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
above  provided,  and  provide  notice  of such  deposit  to the  Trustee.  The  Trustee  will
withdraw from such account the amount specified in subsection (c) below.

(c)     In the  case of the  Senior  Certificates,  upon  presentation  and  surrender  of the
Certificates  by the  Certificateholders  thereof,  and in the case of the Class M and Class B
Certificates,  upon  presentation and surrender of the Certificates by the  Certificateholders
thereof in  connection  with the exercise by the Master  Servicer of its right to purchase the
Certificates,  and otherwise in accordance with Section 4.01(a),  the Trustee shall distribute
to the  Certificateholders  (i) the amount otherwise  distributable on such Distribution Date,
if not in  connection  with the Master  Servicer's  election to  repurchase  the assets of the
Trust  Fund or the  outstanding  Certificates,  or (ii) if the Master  Servicer  elected to so
repurchase  the  assets  of  the  Trust  Fund  or  the  outstanding  Certificates,  an  amount
determined  as follows:  (A) with  respect to each  Certificate  the  outstanding  Certificate
Principal  Balance  thereof,  plus  Accrued  Certificate  Interest  for the  related  Interest
Accrual Period thereon and any previously  unpaid  Accrued  Certificate  Interest,  subject to
the priority set forth in Section  4.02(a),  and (B) with respect to the Class R Certificates,
any  excess  of the  amounts  available  for  distribution  (including  the  repurchase  price
specified  in  clause  (ii)  of  subsection  (a)  of  this  Section)  over  the  total  amount
distributed  under the  immediately  preceding  clause (A).  Notwithstanding  the reduction of
the  Certificate  Principal  Balance of any Class of Subordinate  Certificates  to zero,  such
Class will be outstanding  hereunder until the  termination of the respective  obligations and
responsibilities  of the Company,  the Master Servicer and the Trustee hereunder in accordance
with Article IX.

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

(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
Trustee shall on such date cause all funds in the  Certificate  Account  deposited  therein by
the Master Servicer  pursuant to Section 9.01(b) to be withdrawn  therefrom and deposited in a
separate  escrow  account,  which  may be  non-interest  bearing,  for  the  benefit  of  such
Certificateholders,  and 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 escrow  account and of  contacting
Certificateholders  shall be paid out of the assets  which  remain in the escrow  account.  If
within nine months after the second notice any  Certificates  shall not have been  surrendered
for  cancellation  in accordance  with this Section 9.01,  the Trustee shall pay to the Master
Servicer  all amounts  distributable  to the Holders  thereof  and the Master  Servicer  shall
thereafter  hold such amounts until  distributed to such Holders.  No interest shall accrue or
be  payable  to any  Certificateholder  on any  amount  held in the  escrow  account or by the
Master   Servicer  as  a  result  of  such   Certificateholder's   failure  to  surrender  its
Certificate(s)  for 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  escrow  account  and  notices  allocated
thereto.   Any   Certificates   so  purchased  or  deemed  to  have  been  purchased  on  such
Distribution  Date  shall  remain   outstanding   hereunder  until  the  Master  Servicer  has
terminated the respective  obligations and  responsibilities  created hereby in respect of the
Certificates  pursuant to this Article IX. The Master  Servicer  shall be for all purposes the
Holder thereof as of such date.

Section 9.02.  Additional Termination Requirements.

(a)     Each REMIC that  comprises the Trust Fund shall be  terminated in accordance  with the
following  additional  requirements,  unless (subject to Section 10.01(f)) 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 each such REMIC 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 such REMIC 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 such REMIC
        and specify the first day of such period in a statement  attached to the Trust  Fund's
        final Tax  Return  pursuant  to  Treasury  regulations  Section  1.860F-1.  The Master
        Servicer also shall satisfy all of the  requirements of a qualified  liquidation for a
        REMIC under Section 860F of the Code and 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 or the Company 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
REMIC at the expense of the Trust Fund in  accordance  with the terms and  conditions  of this
Agreement.

Section 9.03.  Termination of Multiple REMICs.

        If the REMIC Administrator makes two or more separate REMIC elections,  the applicable
REMIC  shall be  terminated  on the  earlier  of the Final  Distribution  Date and the date on
which it is deemed to receive the last  deemed  distributions  on the  related  Uncertificated
REMIC Regular Interests and the last distribution due on the Certificates is made.











ARTICLE X


                                       REMIC PROVISIONS

Section 10.01. REMIC Administration.

(a)     The REMIC  Administrator shall make an election to treat the Trust Fund as one or more
REMICs  under the Code and,  if  necessary,  under  applicable  state law.  The assets of each
such REMIC  will be set forth in the Series  Supplement.  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.  For the  purposes  of each REMIC  election in respect of
the Trust Fund,  Certificates  and interests to be designated as the "regular  interests"  and
the sole class of  "residual  interests"  in the REMIC  will be set forth in Section  10.03 of
the  Series  Supplement.  The  REMIC  Administrator  and the  Trustee  shall  not  permit  the
creation of any  "interests"  (within  the  meaning of Section  860G of the Code) in any REMIC
elected  in  respect  of the Trust Fund  other  than the  "regular  interests"  and  "residual
interests" so designated.

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

(c)     The  REMIC  Administrator  shall  hold a  Class  R  Certificate  representing  a 0.01%
Percentage  Interest  each Class of the Class R  Certificates  and shall be designated as "the
tax  matters  person"  with  respect  to each  REMIC 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 REMIC 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 each REMIC  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 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.

(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 of
each REMIC 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).  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 that,  under the REMIC  Provisions,  if taken or not taken,  as the
case may be,  could (i)  endanger  the  status of any  portion of any REMIC  formed  under the
Series  Supplement  as a REMIC or (ii) result in the  imposition  of a tax upon any such REMIC
(including  but not  limited  to the tax on  prohibited  transactions  as  defined  in Section
860F(a)(2) of the Code 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 each REMIC  created  hereunder,  endanger  such status or,  unless the Master
Servicer,  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.  In  addition,  prior to taking
any action with respect to any REMIC  created  hereunder  or any related  assets  thereof,  or
causing any such REMIC to take any action,  which is not expressly  permitted  under the terms
of  this  Agreement,  the  Trustee  will  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 any such REMIC,  and the
Trustee  shall not take any such  action or cause any such REMIC 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 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 each  REMIC  created  hereunder  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 such REMIC as defined  in Section  860G(c) of the Code,  on any
contributions  to any such REMIC after the Startup Day  therefor  pursuant to Section  860G(d)
of the Code,  or any other tax is 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 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  created  hereunder on a calendar  year and on an
accrual basis or as otherwise may be required by the REMIC Provisions.

(i)     Following  the Startup Day,  neither the Master  Servicer nor the Trustee shall accept
any  contributions  of  assets to any REMIC  created  hereunder  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 such  REMIC  will not cause the REMIC to fail to  qualify as a REMIC at any
time that any  Certificates  are  outstanding  or subject the 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 such REMIC to receive any income from assets other
than  "qualified  mortgages"  as  defined  in  Section  860G(a)(3)  of the Code or  "permitted
investments" as defined in Section 860G(a)(5) of the Code.

(k)     Solely for the purposes of Section  1.860G-1(a)(4)(iii)  of the Treasury  Regulations,
the "latest possible  maturity date" by which the Certificate  Principal Balance of each Class
of Certificates  (other than the Interest Only  Certificates)  representing a regular interest
in the  applicable  REMIC and the  Uncertificated  Principal  Balance  of each  Uncertificated
REMIC Regular Interest (other than each Uncertificated  REMIC Regular Interest  represented by
a Class  A-V  Certificate,  if any) and the  rights  to the  Interest  Only  Certificates  and
Uncertificated  REMIC  Regular  Interest  represented  by a Class  A-V  Certificate  would  be
reduced to zero is the Maturity Date for each such Certificate and Interest.

(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 each REMIC
created hereunder.

(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 any REMIC
created  hereunder,  (iii) the  termination  of any such REMIC  pursuant to Article IX of this
Agreement  or  (iv) a  purchase  of  Mortgage  Loans  pursuant  to  Article  II or III of this
Agreement) nor acquire any assets for any such REMIC,  nor sell or dispose of any  investments
in the Custodial  Account or the Certificate  Account for gain nor accept any contributions to
any such 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
such  REMIC  as a  REMIC  or (b)  unless  the  Master  Servicer  has  determined  in its  sole
discretion to indemnify  the Trust Fund against such tax,  cause such 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 Company,  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  Company or the
Master  Servicer,  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 Company,  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  Company,  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  Company,  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 Company,  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.

Section 10.03. Designation of REMIC(s).

        As provided in Section 10.03 of the Series Supplement.

Section 10.04. Distributions on the Uncertificated REMIC I and REMIC II Regular Interests.

        As provided in Section 10.04 of the Series Supplement.

Section 10.05. Compliance with Withholding Requirements.

        As provided in Section 10.05 of the Series Supplement.







ARTICLE XI

                                   MISCELLANEOUS PROVISIONS

Section 11.01. Amendment.

(a)     This  Agreement  or any  Custodial  Agreement  may be amended from time to time by the
Company,   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 the Trust Fund 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 (in the
        case  of the  Insured  Certificates  (as  defined  in  the  Series  Supplement),  such
        determination  shall be made  without  giving  effect to the  Certificate  Policy  (as
        defined in the Series  Supplement)),  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 a REMIC,  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 (in the case of the  Insured  Certificates  (as  defined  in the
        Series  Supplement),  such  determination  shall be made without  giving effect to the
        Certificate  Policy (as defined in the Series  Supplement)),  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 any REMIC  created
        hereunder 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,

(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 or

               (vii)  to amend any provision  herein or therein that is not material to any of
        the Certificateholders.

(b)     This  Agreement or any  Custodial  Agreement  may also be amended from time to time by
the  Company,  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  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)    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  (subject to Section  10.01(f) and 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  Company  or the  Trustee  in  accordance  with  such  amendment  is  permitted
hereunder  and will not result in the  imposition  of a federal tax on the Trust Fund or cause
any REMIC created  under the Series  Supplement to fail to qualify as a REMIC at any time that
any Certificate is outstanding.

(d)     Promptly after the execution of any such  amendment the Trustee shall furnish  written
notification   of  the   substance   of   such   amendment   to   the   Custodian   and   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 Company 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 B 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 B  Certificateholders,  but shall not be and shall
not be deemed to be under any  circumstances  included in the Trust  Fund.  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 the
Trust  Fund,  (ii) any such  reserve  fund shall be owned by the  Company,  and (iii)  amounts
transferred  by the  Trust  Fund  to any  such  reserve  fund  shall  be  treated  as  amounts
distributed  by the Trust Fund to the  Company  or any  successor,  all within the  meaning of
Treasury  Regulations  Section  1.860G-2(h)  as it reads 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  Company  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 Senior  Certificateholders,
the Class M  Certificateholders,  the Master Servicer or the Trustee, as applicable;  provided
that the Company obtains  (subject to Section  10.01(f)) 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 Company  elects to provide such  coverage in the form of a
limited  guaranty  provided by GMAC LLC, the Company 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 Company  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.

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 Holders of  Certificates  entitled to at least 25% of the
Voting  Rights),  but only upon  direction  accompanied by an Opinion of Counsel to the effect
that  such   recordation   materially   and   beneficially   affects  the   interests  of  the
Certificateholders.

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

Section 11.03. Limitation on Rights of Certificateholders.

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

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

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

Section 11.04. Governing Law.

        This agreement and the  Certificates  shall be governed by and construed in accordance
with  the  laws of the  State of New York and the  obligations,  rights  and  remedies  of the
parties hereunder shall be determined in accordance with such laws.

Section 11.05. Notices.

        As provided in Section 11.05 of the Series Supplement.

Section 11.06. Required Notices to Rating Agency and Subservicer.

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

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

(b)     the occurrence of an Event of Default,

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

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

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

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

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

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

(i)     the occurrence of the Final Distribution Date, and

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

provided,  however,  that with respect to notice of the occurrence of the events  described in
clauses (d), (g) or (h) above,  the Master  Servicer  shall provide  prompt  written notice to
each Rating Agency and the Subservicer,  if applicable,  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.

        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 Company
or  any  of  its  Affiliates  (or  any  designee   thereof)  is  the  registered  Holder  (the
"Resecuritized Certificates"),  the Company 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 Company,  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  for the  purposes  thereof.  In  connection  with each  Supplemental  Article,  the
Company  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 the Trust Fund as a REMIC or (subject  to Section  10.01(f))
result in the  imposition of a tax upon the Trust Fund  (including  but not limited to the tax
on  prohibited  transactions  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. Allocation of Voting Rights.

        As provided in Section 11.09 of the Series Supplement.

Section 11.10. No Petition.

        As provided in Section 11.10 of the Series Supplement.







ARTICLE XII



                                COMPLIANCE WITH REGULATION AB

Section 12.01. Intent of the Parties; Reasonableness.

               The Company,  the Trustee and the Master  Servicer  acknowledge  and agree that
the  purpose  of  this  Article  XII 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  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  reasonable  requests  made by the Company 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 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 12.02. Additional Representations and Warranties of the Trustee.

               (a)    The Trustee  shall be deemed to represent  and warrant to the Company as
of the Closing  Date and on each date on which  information  is provided to the Company  under
Sections  12.01,  12.02(b) or 12.03 that,  except as disclosed in writing to the Company 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  (as described in Item
1119(b)  of  Regulation  AB)  relating  to the  Trustee  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 each of such  terms are used in
Regulation AB) relating to the Securitization  Transaction  contemplated by the Agreement,  as
identified  by the  Company  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  (as  contemplated  by Item 1119(a) of
Regulation AB) of any  Transaction  Party.  The Company shall notify the Trustee of any change
in the identity of a Transaction Party after the Closing Date.

               (b)    If so requested by the Company 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  Company.  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 questioning the accuracy of any of the  representations  and
warranties.

Section 12.03. Information to Be Provided by the Trustee.

               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  Trustee  shall  provide to the  Company 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 related  Distribution  Date with  respect to each Report on  Form 10-D  with respect to
the Certificates  filed by or on behalf of the Company,  and as of March 15 preceding the date
each Report on Form 10-K with  respect to the  Certificates  is filed,  the  Trustee  shall be
deemed to  represent  and  warrant  that any  information  previously  provided by the Trustee
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 Company  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  Company  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 Company a report (in form and substance reasonably  satisfactory to the
Company)  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 signed by
an  authorized  officer of the  Trustee,  and shall  address  each of the  Servicing  Criteria
specified on Exhibit R hereto; and

(b)     deliver to the Company a report of a registered  public accounting firm satisfying the
requirements  of Rule 2-01 of  Regulation  S-X under the  Securities  Act and the Exchange Act
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 Company,  each  affiliate of the Company,  the Master
Servicer and each  affiliate of the Master  Servicer,  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; or

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

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

(c)     The Company and the Master  Servicer  shall  indemnify the Trustee,  each affiliate of
the Trustee 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 Company 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.

(d)     Notwithstanding  any  provision in this  Section  12.05 to the  contrary,  the parties
agree that none of the  Trustee,  the  Company or the Master  Servicer  shall be liable to the
other for any  consequential  or  punitive  damages  whatsoever,  whether  in  contract,  tort
(including  negligence  and strict  liability),  or any other  legal or  equitable  principle;
provided,  however,  that such limitation  shall not be applicable with respect to third party
claims made against a party.







                                          EXHIBIT A


 FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE AND [INTEREST ONLY/CLASS
                                       A-V] 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.

        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.]

        [THE FOLLOWING  INFORMATION  IS PROVIDED  SOLELY FOR THE PURPOSES OF APPLYING THE U.S.
FEDERAL  INCOME TAX ORIGINAL  ISSUE  DISCOUNT  ("OID")  RULES TO THIS  CERTIFICATE.  THE ISSUE
DATE OF THIS  CERTIFICATE  IS  ___________  __, ____.  ASSUMING THAT THE MORTGAGE LOANS PREPAY
AT [___]% OF THE PREPAYMENT  SPEED  ASSUMPTION  (AS DESCRIBED IN THE  PROSPECTUS  SUPPLEMENT),
[AND  ASSUMING A CONSTANT  PASS-THROUGH  RATE EQUAL TO THE  INITIAL  PASS-THROUGH  RATE,] THIS
CERTIFICATE  HAS BEEN ISSUED WITH NO MORE THAN  $[          ]  OF OID PER [$1,000]  [$100,000]
OF  [INITIAL  CERTIFICATE  PRINCIPAL  BALANCE]  [NOTIONAL  AMOUNT],  THE YIELD TO  MATURITY IS
[      ]% AND THE AMOUNT OF OID  ATTRIBUTABLE  TO THE INITIAL  ACCRUAL  PERIOD IS NO MORE THAN
$[              ]   PER  [$1,000]  [$100,000]  OF  [INITIAL  CERTIFICATE   PRINCIPAL  BALANCE]
[NOTIONAL  AMOUNT],  COMPUTED USING THE APPROXIMATE  METHOD.  NO  REPRESENTATION  IS MADE THAT
THE MORTGAGE  LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT  SPEED  ASSUMPTION OR AT ANY
OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.]

Certificate No.                                                   [        %][Variable] Pass-Through Rate [based on a Notional
                                                                  Amount]
Class A-     Senior
Date of Pooling and Servicing                                     [Percentage Interest:       %]
Agreement and Cut-off Date:
___________ 1, ____                                               Aggregate Initial [Certificate Principal Balance] [[Interest
                                                                  Only/Class A-V] Notional Amount] [Subclass Notional Amount]
First Distribution Date:                                          of the Class A-     Certificates:
_________ 25, ____
                                                                  [Initial] [Certificate Principal
Master Servicer:                                                  Balance] [Interest Only/Class A-V] [Subclass]
Residential Funding                                               Notional Amount] of this Certificate:
Company, LLC                                                      $                          ]

Assumed Final                                                     CUSIP 76110F-
Distribution Date:
___________ 25, ____
                        MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
                                       SERIES ____-___

               evidencing a percentage  interest in the distributions  allocable
               to the Class  A-      Certificates  with  respect to a Trust Fund
               consisting   primarily  of  a  pool  of  [conventional   one-  to
               four-family  fixed  interest  rate first  mortgage  loans] formed
               and sold by RESIDENTIAL ACCREDIT LOANS, INC.

               This  Certificate is payable solely from the assets of the Trust Fund, and does
not represent an obligation of or interest in  Residential  Accredit  Loans,  Inc., the Master
Servicer,  the  Trustee  referred  to  below  or  GMAC  Mortgage  Group,  LLC 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  Accredit  Loans,
Inc.,  the  Master  Servicer,  the  Trustee  or  GMAC  Mortgage  Group,  LLC or  any of  their
affiliates.  None of the Company,  the Master  Servicer,  GMAC Mortgage  Group,  LLC 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  [(obtained
by dividing the [Initial  Certificate  Principal Balance] [Initial  [Interest  Only/Class A-V]
Notional Amount] of this Certificate by the aggregate [Initial  Certificate  Principal Balance
of all Class A-        Certificates]  [Initial  [Interest  Only/Class A-V] Notional Amounts of
all  [Interest   Only/Class  A-V]   Certificates],   both  as  specified  above)]  in  certain
distributions  with  respect to the Trust Fund  consisting  primarily of an interest in a pool
of  [conventional  one-  to  four-family  fixed  interest  rate  first  mortgage  loans]  (the
"Mortgage Loans"),  formed and sold by Residential  Accredit Loans, Inc.  (hereinafter  called
the  "Company,"  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   Company,   the  Master   Servicer   and
__________________,  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 day (or if such last day is not a Business  Day, the Business Day  immediately  preceding
such  last  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 A-      Certificates  on
such  Distribution  Date.  [The  [Interest  Only/Class  A-V] Notional  Amount of the [Interest
Only/Class  A-V]  Certificates  as of any date of  determination  is  equal  to the  aggregate
Stated  Principal  Balance of the Mortgage Loans  corresponding  to the  Uncertificated  REMIC
Regular Interests  represented by such [Interest  Only/Class A-V] Certificates.] [The Subclass
Notional  Amount  of  the  [Interest  Only/Class  A-V]-    Certificates  as  of  any  date  of
determination  is equal to the  aggregate  Stated  Principal  Balance  of the  Mortgage  Loans
corresponding  to the  Uncertificated  REMIC Regular  Interests  represented by such [Interest
Only/Class  A-V]-    Certificates  immediately prior to such date.] [The [Interest  Only/Class
A-V][-  ] Certificates have no Certificate Principal Balance.]

               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.  The [Initial  Certificate  Principal  Balance]  [Initial  [Interest  Only/Class A-V]
Notional Amount] [initial  Subclass  Notional Amount] of this Certificate is set forth above.]
[The  Certificate  Principal  Balance  hereof  will be reduced to the extent of  distributions
allocable to principal and any Realized Losses allocable hereto.]

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

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

               As provided in the  Agreement,  withdrawals  from the Custodial  Account and/or
the  Certificate  Account  created  for the benefit of  Certificateholders  may be made by the
Master   Servicer   from   time  to  time   for   purposes   other   than   distributions   to
Certificateholders,  such purposes including without  limitation  reimbursement to the Company
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 Company,  the
Master Servicer and the Trustee and the rights of the  Certificateholders  under the Agreement
at any time by the  Company,  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,  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 Company,  the Master  Servicer,  the Trustee and the Certificate  Registrar
and any agent of the Company,  the Master Servicer,  the Trustee or the Certificate  Registrar
may treat the Person in whose name this  Certificate  is  registered  as the owner  hereof for
all purposes,  and neither the Company,  the Master  Servicer,  the Trustee nor any such agent
shall be affected by notice to the contrary.

               This  Certificate  shall be governed by and  construed in  accordance  with the
laws of the State of New York.

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

               Reference  is hereby made to the further  provisions  of this  Certificate  set
forth on the reverse  hereof,  which further  provisions  shall for all purposes have the same
effect as if set forth at this place.

               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.

Dated: _________________                    [_________________________],
                                              as Trustee




                                            By: _________________________
                                                 Authorized Signatory


                                CERTIFICATE OF AUTHENTICATION

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



                                            [___________________________],
                                                 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)  a  Percentage
Interest  evidenced by the within Mortgage  Asset-Backed  Pass-Through  Certificate and hereby
authorizes  the  transfer of  registration  of such  interest  to assignee on the  Certificate
Register of the Trust Fund.

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




                                            _________________________________________
Dated:____________________                  Signature by or on behalf of assignor




                                            __________________________________________
                                            Signature Guaranteed


                                  DISTRIBUTION INSTRUCTIONS

               The assignee should include the following for purposes of distribution:

     Distributions  shall be made,  by wire transfer or otherwise,  in  immediately  available
funds to  ______________________________  for the account of _________________________ account
number __________________, or, if mailed by check, to ______________________________.

     Applicable statements should be mailed to __________________________.

     This  information  is provided by  ____________________,  the assignee  named  above,  or
_____________________, as its agent.








                                         EXHIBIT A-1

                                 FORM OF CLASS X CERTIFICATE

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

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.







Certificate No. ____                                              Variable Pass-Through Rate
Class X Senior

Date of Pooling and Servicing Agreement                           Percentage Interest: 100%
and Cut-off Date: __________ 1, ____

Master Servicer:                                                  Aggregate   Initial   Notional   Amount   of   the   Class   X
Residential Funding Company, LLC                                  Certificates: $__________

First Distribution Date:                                          Initial Notional Amount of this Certificate: $_____________
__________ 25, ____
Assumed Final Distribution Date:                                  CUSIP ________
_____________

                        MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
                                       SERIES ____-____

        Evidencing a percentage interest in the distributions  allocable to the Class X
        Certificates  with  respect to a Trust Fund  consisting  primarily of a pool of
        [one- to four-family  residential,  payment-option,  adjustable-rate first lien
        mortgage  loans  with a  negative  amortization  feature]  formed  and  sold by
        RESIDENTIAL ACCREDIT LOANS, INC.

        This  Certificate  is payable  solely from the assets of the Trust Fund,  and does not
represent  an  obligation  of or interest in  Residential  Accredit  Loans,  Inc.,  the Master
Servicer,  the  Trustee  referred  to  below  or  GMAC  Mortgage  Group,  LLC 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  Accredit  Loans,
Inc.,  the  Master  Servicer,  the  Trustee  or  GMAC  Mortgage  Group,  LLC or  any of  their
affiliates.  None of the Company,  the Master  Servicer,  GMAC Mortgage  Group,  LLC 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  (obtained by dividing the Initial Notional
Amount of this  Certificate  by the  Aggregate  Notional  Amount of all Class X  Certificates,
both as specified  above) in certain  distributions  with respect to the Trust Fund consisting
primarily  of an  interest  in a pool of [one-  to  four-family  residential,  payment-option,
adjustable-rate  first  lien  mortgage  loans  with  a  negative  amortization  feature]  (the
"Mortgage Loans"),  formed and sold by Residential  Accredit Loans, Inc.  (hereinafter  called
the  "Company,"  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   Company,   the  Master   Servicer   and
________________________,  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 day (or if
such last day is not a Business  Day, the Business Day  immediately  preceding  such last 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 required to be distributed to Holders
of  Class  X  Certificates  on such  Distribution  Date.  The  Class  X  Certificates  have no
Certificate Principal Balance.

        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.  The Initial Notional Amount of this Certificate is set forth above.

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

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

        As  provided in the  Agreement,  withdrawals  from the  Custodial  Account  and/or the
Certificate  Account created for the benefit of  Certificateholders  may be made by the Master
Servicer from time to time for purposes other than distributions to  Certificateholders,  such
purposes  including  without  limitation  reimbursement to the Company 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  Company,  the Master
Servicer and the Trustee and the rights of the  Certificateholders  under the Agreement at any
time by the  Company,  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,  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 Company,  the Master Servicer,  the Trustee and the Certificate  Registrar and any
agent of the  Company,  the Master  Servicer,  the Trustee or the  Certificate  Registrar  may
treat the Person in whose name this  Certificate  is  registered  as the owner  hereof for all
purposes,  and neither the Company, the Master Servicer,  the Trustee nor any such agent shall
be affected by notice to the contrary.

        This  Certificate  shall be governed by and construed in  accordance  with the laws of
the State of New York.

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

        Reference is hereby made to the further  provisions of this  Certificate  set forth on
the reverse hereof,  which further  provisions  shall for all purposes have the same effect as
if set forth at this place.

        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.


Dated:_________________                     [________________________________],
                                                   as Trustee




                                            By:______________________________
                                                   Authorized Signatory







                                CERTIFICATE OF AUTHENTICATION

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


                                            [________________________________],
                                                   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)  a
Percentage  Interest evidenced by the within Mortgage  Asset-Backed  Pass-Through  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:





                                            _______________________________________
                                            Signature by or on behalf of assignor


                                            _______________________________________
                                            Signature Guaranteed
Dated:________________________


                                  DISTRIBUTION INSTRUCTIONS

               The assignee should include the following for purposes of distribution:

     Distributions  shall be made,  by wire transfer or otherwise,  in  immediately  available
funds to  ______________________________  for the account of _________________________ account
number __________________, or, if mailed by check, to ______________________________.

     Applicable statements should be mailed to __________________________.

     This  information  is provided by  ____________________,  the assignee  named  above,  or
_____________________, as its agent.








                                          EXHIBIT B

                                 FORM OF CLASS M CERTIFICATE

        THIS  CERTIFICATE  IS  SUBORDINATED  IN RIGHT OF PAYMENT  TO THE  SENIOR  CERTIFICATES
[CLASS M-1  CERTIFICATES]  [AND CLASS M-2  CERTIFICATES]  AS  DESCRIBED IN THE  AGREEMENT  (AS
DEFINED BELOW).

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

        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.

        THE  FOLLOWING  INFORMATION  IS PROVIDED  SOLELY FOR THE PURPOSES OF APPLYING THE U.S.
FEDERAL  INCOME TAX ORIGINAL  ISSUE  DISCOUNT  ("OID")  RULES TO THIS  CERTIFICATE.  THE ISSUE
DATE OF THIS  CERTIFICATE  IS  ___________  __, ____.  ASSUMING THAT THE MORTGAGE LOANS PREPAY
AT [___]% OF THE PREPAYMENT  SPEED  ASSUMPTION  (AS DESCRIBED IN THE  PROSPECTUS  SUPPLEMENT),
THIS  CERTIFICATE  HAS BEEN  ISSUED WITH NO MORE THAN  $[____] OF OID PER  $[1,000] OF INITIAL
CERTIFICATE  PRINCIPAL  BALANCE,  THE YIELD TO  MATURITY  IS  [_____]%  AND THE  AMOUNT OF OID
ATTRIBUTABLE  TO THE INITIAL  ACCRUAL  PERIOD IS NO MORE THAN  $[____] PER $[1,000] OF INITIAL
CERTIFICATE  PRINCIPAL  BALANCE,  COMPUTED UNDER THE APPROXIMATE  METHOD. NO REPRESENTATION IS
MADE THAT THE MORTGAGE  LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT  SPEED  ASSUMPTION
OR AT ANY OTHER RATE.


        ANY  TRANSFEREE OF THIS  CERTIFICATE  WILL BE DEEMED TO HAVE  REPRESENTED BY VIRTUE OF
ITS  PURCHASE  OR  HOLDING OF THIS  CERTIFICATE  (OR  INTEREST  HEREIN)  THAT  EITHER (A) SUCH
TRANSFEREE IS NOT AN INVESTMENT  MANAGER,  A NAMED  FIDUCIARY OR A TRUSTEE OF ANY PLAN, OR ANY
OTHER PERSON,  ACTING,  DIRECTLY OR  INDIRECTLY,  ON BEHALF OF OR PURCHASING  ANY  CERTIFICATE
WITH "PLAN  ASSETS" OF ANY PLAN (A "PLAN  INVESTOR"),  (B) IT HAS ACQUIRED AND IS HOLDING SUCH
CERTIFICATE IN RELIANCE ON PROHIBITED  TRANSACTION  EXEMPTION  ("PTE") 94-29, AS MOST RECENTLY
AMENDED,  PTE 2002-41,  67 FED. REG. 54487 (AUGUST 22, 2002) (THE "RFC  EXEMPTION"),  AND THAT
IT  UNDERSTANDS  THAT THERE ARE CERTAIN  CONDITIONS TO THE  AVAILABILITY  OF THE RFC EXEMPTION
INCLUDING  THAT  SUCH  CERTIFICATE  MUST BE RATED,  AT THE TIME OF  PURCHASE,  NOT LOWER  THAN
"BBB-" (OR ITS  EQUIVALENT)  BY STANDARD & POOR'S,  FITCH OR MOODY'S OR (C) (I) THE TRANSFEREE
IS AN  INSURANCE  COMPANY,  (II)  THE  SOURCE  OF  FUNDS  TO BE  USED  BY IT TO  PURCHASE  THE
CERTIFICATE IS AN "INSURANCE  COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF U.S.  DEPARTMENT
OF LABOR PROHIBITED  TRANSACTION  CLASS EXEMPTION  ("PTCE")  95-60),  AND (III) THE CONDITIONS
SET  FORTH  IN  SECTIONS  I AND III OF PTCE  95-60  HAVE  BEEN  SATISFIED  (EACH  ENTITY  THAT
SATISFIES THIS CLAUSE (C), A "COMPLYING INSURANCE COMPANY).

        IF THIS  CERTIFICATE  (OR ANY INTEREST  HEREIN) IS ACQUIRED OR HELD 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  HEREIN) WAS  EFFECTED IN  VIOLATION OF THE  RESTRICTIONS  IN SECTION  5.02(e) OF THE
POOLING AND SERVICING  AGREEMENT SHALL  INDEMNIFY AND HOLD HARMLESS THE COMPANY,  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.

Certificate No.                                                   [________]% Pass-Through Rate

Class M-    Subordinate                                           Aggregate Certificate
                                                                  Principal Balance
Date of Pooling and Servicing                                     of the Class M Certificates:
Agreement and Cut-off Date:                                       $_______________
___________ 1, ____
                                                                  Initial Certificate Principal
First Distribution Date:                                          Balance of this Certificate:
_________ 25, ____                                                $_______________

Master Servicer:                                                  CUSIP: 76110F-
Residential Funding Company, LLC

Assumed Final Distribution Date:
___________ 25, ____

                       MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
                                       SERIES ____-___

        evidencing a percentage  interest in any  distributions  allocable to the Class
        M-      Certificates  with respect to the Trust Fund consisting  primarily of a
        pool of  [conventional  one- to four-family  fixed interest rate first mortgage
        loans] formed and sold by RESIDENTIAL ACCREDIT LOANS, INC.

               This  Certificate is payable solely from the assets of the Trust Fund, and does
not represent an obligation of or interest in  Residential  Accredit  Loans,  Inc., the Master
Servicer,  the  Trustee  referred  to  below  or  GMAC  Mortgage  Group,  LLC 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  Accredit  Loans,
Inc.,  the  Master  Servicer,  the  Trustee  or  GMAC  Mortgage  Group,  LLC or  any of  their
affiliates.  None of the Company,  the Master  Servicer,  GMAC Mortgage  Group,  LLC 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  (obtained  by
dividing the Certificate  Principal  Balance of this Certificate by the aggregate  Certificate
Principal  Balance  of all Class  M-      Certificates,  both as  specified  above) in certain
distributions  with respect to a Trust Fund  consisting  primarily of a pool of  [conventional
one- to four-family fixed interest rate first mortgage loans] (the "Mortgage  Loans"),  formed
and sold by Residential  Accredit Loans,  Inc.  (hereinafter  called the "Company," 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 Company,  the Master Servicer and  __________________,  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 day (or if such last day is not a Business  Day, the Business Day  immediately  preceding
such  last  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 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.  The Initial  Certificate  Principal  Balance of this Certificate is set forth above.
The Certificate  Principal  Balance hereof will be reduced to the extent of the  distributions
allocable to principal and any Realized Losses allocable hereto.

               Any  transferee  of this  Certificate  will be  deemed to have  represented  by
virtue of its purchase or holding of this  Certificate  (or  interest  herein) that either (a)
such transferee is not an investment  manager,  a named fiduciary or a trustee of any plan, or
any other person, acting,  directly or indirectly,  on behalf of or purchasing any Certificate
with "plan  assets" of any plan (a "plan  investor"),  (b) it has acquired and is holding such
Certificate in reliance on prohibited  transaction  exemption  ("PTE") 94-29, as most recently
amended,  PTE 2002-41,  67 fed. Reg. 54487 (August 22, 2002) (the "RFC  Exemption"),  and that
it  understands  that there are certain  conditions to the  availability  of the RFC Exemption
including  that  such  Certificate  must be rated,  at the time of  purchase,  not lower  than
"BBB-" (or its  equivalent)  by Standard & Poor's,  Fitch or Moody's or (c) (i) the transferee
is an  insurance  company,  (ii)  the  source  of  funds  to be  used  by it to  purchase  the
Certificate is an "insurance  company general account" (within the meaning of U.S.  Department
of Labor prohibited  transaction  class exemption  ("PTCE")  95-60),  and (iii) the conditions
set  forth  in  Sections  I and III of PTCE  95-60  have  been  satisfied  (each  entity  that
satisfies this clause (c), a "complying insurance company).

               If this  Certificate (or any interest herein) is acquired or held 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.

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

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

               As provided in the  Agreement,  withdrawals  from the Custodial  Account and/or
the  Certificate  Account  created  for the benefit of  Certificateholders  may be made by the
Master   Servicer   from   time  to  time   for   purposes   other   than   distributions   to
Certificateholders,  such purposes including without  limitation  reimbursement to the Company
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 Company,  the
Master Servicer and the Trustee and the rights of the  Certificateholders  under the Agreement
at any time by the  Company,  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,  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 Company,  the Master  Servicer,  the Trustee and the Certificate  Registrar
and any agent of the Company,  the Master Servicer,  the Trustee or the Certificate  Registrar
may treat the Person in whose name this  Certificate  is  registered  as the owner  hereof for
all purposes,  and neither the Company,  the Master  Servicer,  the Trustee nor any such agent
shall be affected by notice to the contrary.

               This  Certificate  shall be governed by and  construed in  accordance  with the
laws of the State of New York.

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

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






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

Dated: _____________________               [____________________________],
                                            as Trustee




                                            By:  __________________________
                                                 Authorized Signatory


                                CERTIFICATE OF AUTHENTICATION

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




                                            [_________________________],
                                                  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)  a  Percentage
Interest  evidenced by the within Mortgage  Asset-Backed  Pass-Through  Certificate and hereby
authorizes  the  transfer of  registration  of such  interest  to assignee on the  Certificate
Register of the Trust Fund.

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

Dated:  ______________                      _________________________________________
                                            Signature by or on behalf of assignor




                                            _________________________________________
                                                 Signature Guaranteed

                                  DISTRIBUTION INSTRUCTIONS

               The assignee should include the following for purposes of distribution:

     Distributions  shall be made,  by wire transfer or otherwise,  in  immediately  available
funds to  ______________________________  for the account of _________________________ account
number __________________, or, if mailed by check, to ______________________________.

     Applicable statements should be mailed to __________________________.

     This  information  is provided by  ____________________,  the assignee  named  above,  or
_____________________, as its agent.








                                          EXHIBIT C


                                 FORM OF CLASS B CERTIFICATE

THIS  CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR  CERTIFICATES  AND CLASS M
CERTIFICATES [AND CLASS B-1] [CLASS B-2  CERTIFICATES]  DESCRIBED IN THE AGREEMENT (AS DEFINED
HEREIN).

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 AGREEMENT.

NO TRANSFER OF THIS  CERTIFICATE  MAY BE MADE TO ANY PERSON,  UNLESS THE  TRANSFEREE  PROVIDES
EITHER A  CERTIFICATION  PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR AN OPINION OF COUNSEL
SATISFACTORY  TO THE TRUSTEE  THAT THE PURCHASE OF THIS  CERTIFICATE  WILL NOT  CONSTITUTE  OR
RESULT IN A NON-EXEMPT  PROHIBITED  TRANSACTION  UNDER SECTION 406 OF THE EMPLOYEE  RETIREMENT
INCOME  SECURITY ACT OF 1974, AS AMENDED  ("ERISA"),  OR SECTION 4975 OF THE CODE AND WILL NOT
SUBJECT THE MASTER  SERVICER,  THE COMPANY OR THE TRUSTEE TO ANY  OBLIGATION  OR  LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.

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 CODE.  THE  FOLLOWING  INFORMATION  IS PROVIDED  SOLELY FOR THE
PURPOSES OF APPLYING THE U.S.  FEDERAL  INCOME TAX ORIGINAL  ISSUE  DISCOUNT  ("OID") RULES TO
THIS  CERTIFICATE.  THE ISSUE DATE OF THIS  CERTIFICATE  IS  ___________  __,  ____.  ASSUMING
THAT THE MORTGAGE  LOANS PREPAY AT 100% OF THE  PREPAYMENT  SPEED  ASSUMPTION (AS DESCRIBED IN
THE PROSPECTUS  SUPPLEMENT),  THIS  CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $[      ] OF
OID PER  $[1,000]  OF  INITIAL  CERTIFICATE  PRINCIPAL  BALANCE,  THE  YIELD  TO  MATURITY  IS
[        ]%  AND THE AMOUNT OF OID  ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN
$[        ]  PER  $[1,000]  OF  INITIAL  CERTIFICATE  PRINCIPAL  BALANCE,  COMPUTED  UNDER THE
APPROXIMATE  METHOD.  NO  REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE
BASED ON THE PREPAYMENT SPEED ASSUMPTION OR AT ANY OTHER RATE.

Certificate No.                                                   [________]% Pass-Through Rate

Class B-     Subordinate                                          Aggregate Certificate
                                                                  Principal Balance
Date of Pooling and Servicing                                     of the Class B-
Agreement and Cut-off Date:                                       Certificates as of
___________ 1, ____                                               the Cut-off Date:
                                                                  $__________________
First Distribution Date:
_________ 25, ____                                                Initial Certificate Principal
                                                                  Balance of this Certificate:
Master Servicer:                                                  $__________________
Residential Funding Company, LLC

Assumed Final Distribution Date:
___________ 25, ____


                       MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
                                       SERIES ____-___

       evidencing a  percentage  interest in any  distributions  allocable to the Class
       B-      Certificates  with respect to the Trust Fund  consisting  primarily of a
       pool of  [conventional  one- to  four-family  fixed interest rate first mortgage
       loans] formed and sold by RESIDENTIAL ACCREDIT LOANS, INC.

               This  Certificate is payable solely from the assets of the Trust Fund, and does
not represent an obligation of or interest in  Residential  Accredit  Loans,  Inc., the Master
Servicer,  the  Trustee  referred  to  below  or  GMAC  Mortgage  Group,  LLC 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  Accredit  Loans,
Inc.,  the  Master  Servicer,  the  Trustee  or  GMAC  Mortgage  Group,  LLC or  any of  their
affiliates.  None of the Company,  the Master  Servicer,  GMAC Mortgage  Group,  LLC 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  Residential  Accredit Loans,  Inc. is the registered owner
of  the  Percentage  Interest  evidenced  by  this  Certificate   (obtained  by  dividing  the
Certificate  Principal  Balance of this  Certificate  by the aggregate  Certificate  Principal
Balance of all Class B-      Certificates,  both as specified above) in certain  distributions
with  respect  to a  Trust  Fund  consisting  primarily  of a pool  of  [conventional  one- to
four-family  fixed interest rate first  mortgage  loans] (the  "Mortgage  Loans"),  formed and
sold by  Residential  Accredit  Loans,  Inc.  (hereinafter  called the  "Company,"  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 Company,  the Master Servicer and  __________________,  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 on the first Distribution Date
specified  above,  to the Person in whose name this  Certificate is registered at the close of
business  on the last  day (or if such  last  day is not a  Business  Day,  the  Business  Day
immediately  preceding  such  last  day)  of the  month  next  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  B
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.  The Initial  Certificate  Principal  Balance of this Certificate is set forth above.
The Certificate  Principal  Balance hereof will be reduced to the extent of the  distributions
allocable to principal and any Realized Losses allocable hereto.

               No transfer of this Class B  Certificate  will be made unless such  transfer is
exempt from the registration  requirements of the Securities Act of 1933, as amended,  and any
applicable  state  securities  laws or is made in  accordance  with said Act and laws.  In the
event that such a  transfer  is to be made,  (i) the  Trustee or the  Company  may  require an
opinion of counsel  acceptable  to and in form and substance  satisfactory  to the Trustee and
the Company 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 Company,  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. In  connection  with any such  transfer,
the Trustee will also require either (i) an opinion of counsel  addressed to the Trustee,  the
Company and the Master Servicer,  acceptable to and in form and substance  satisfactory to the
Trustee with respect to the  permissibility  of such  transfer  under the Employee  Retirement
Income Security Act of 1974, as amended  ("ERISA"),  and Section 4975 of the Internal  Revenue
Code (the "Code") and stating,  among other things,  that the  transferee's  acquisition  of a
Class B  Certificate  will not  constitute  or result in a non-exempt  prohibited  transaction
under  Section 406 of ERISA or Section 4975 of the Code or (ii) a  representation  letter,  in
the  form  as  described  by  Section  5.02(e)  of the  Agreement,  either  stating  that  the
transferee  is not an employee  benefit or other plan  subject to the  prohibited  transaction
provisions  of ERISA or Section 4975 of the Code (a "Plan"),  or any other  person  (including
an  investment  manager,  a named  fiduciary  or a trustee of any Plan)  acting,  directly  or
indirectly,  on behalf of or  purchasing  any  Certificate  with "plan assets" of any Plan, or
stating that the transferee is an insurance  company,  the source of funds to be used by it to
purchase the  Certificate is an "insurance  company  general  account"  (within the meaning of
Department of Labor Prohibited  Transaction Class Exemption  ("PTCE") 95-60), and the purchase
is being made in  reliance  upon the  availability  of the  exemptive  relief  afforded  under
Sections I and III of PTCE 95-60.

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

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

               As provided in the  Agreement,  withdrawals  from the Custodial  Account and/or
the  Certificate  Account  created  for the benefit of  Certificateholders  may be made by the
Master   Servicer   from   time  to  time   for   purposes   other   than   distributions   to
Certificateholders,  such purposes including without  limitation  reimbursement to the Company
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 Company,  the
Master Servicer and the Trustee and the rights of the  Certificateholders  under the Agreement
at any time by the  Company,  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,  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 Company,  the Master  Servicer,  the Trustee and the Certificate  Registrar
and any agent of the Company,  the Master Servicer,  the Trustee or the Certificate  Registrar
may treat the Person in whose name this  Certificate  is  registered  as the owner  hereof for
all purposes,  and neither the Company,  the Master  Servicer,  the Trustee nor any such agent
shall be affected by notice to the contrary.

               This  Certificate  shall be governed by and  construed in  accordance  with the
laws of the State of New York.

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

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






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

Dated: __________________                   [_____________________________],
                                                as Trustee



                                            By:____________________________
                                                 Authorized Signatory



                                CERTIFICATE OF AUTHENTICATION

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



                                            [___________________________],
                                                 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)  a  Percentage
Interest  evidenced by the within Mortgage  Asset-Backed  Pass-Through  Certificate and hereby
authorizes  the  transfer of  registration  of such  interest  to assignee on the  Certificate
Register of the Trust Fund.

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

Dated:  ___________________                 ___________________________________________
                                            Signature by or on behalf of assignor




                                             ___________________________________________
                                                 Signature Guaranteed


                                  DISTRIBUTION INSTRUCTIONS

               The assignee should include the following for purposes of distribution:

     Distributions  shall be made,  by wire transfer or otherwise,  in  immediately  available
funds to  ______________________________  for the account of _________________________ account
number __________________, or, if mailed by check, to ______________________________.

     Applicable statements should be mailed to __________________________.

     This  information  is provided by  ____________________,  the assignee  named  above,  or
_____________________, as its agent.








                                         EXHIBIT C-I


                                 FORM OF CLASS P CERTIFICATE


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 AGREEMENT).

NO TRANSFER OF THIS  CERTIFICATE  MAY BE MADE TO ANY PERSON,  UNLESS THE  TRANSFEREE  PROVIDES
EITHER A  CERTIFICATION  PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE THE TRUSTEE THAT THE PURCHASE OF THIS  CERTIFICATE  WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT  PROHIBITED  TRANSACTION  UNDER SECTION 406 OF THE EMPLOYEE  RETIREMENT
INCOME  SECURITY ACT OF 1974, AS AMENDED  ("ERISA"),  OR SECTION 4975 OF THE CODE AND WILL NOT
SUBJECT THE MASTER  SERVICER,  THE COMPANY OR THE TRUSTEE TO ANY  OBLIGATION  OR  LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.








Certificate No. ___                                               Prepayment Charge

Class P - Prepayment Charge                                       Aggregate Certificate Principal Balance
                                                                  of the Class P
Date of Pooling and Servicing                                     Certificates as of
Agreement and Cut-off Date:                                       the Cut-off Date:
__________ 1, ____                                                $0.00

First Distribution Date:                                          Initial Certificate Principal Balance of this Certificate:
__________ 25, ____                                               $____

Master Servicer:                                                  Percentage Interest of this Certificate:
Residential Funding Company, LLC                                  100%

Assumed Final Distribution Date:                                  CUSIP: __________
__________ 25, ____
                       MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
                                       SERIES ____-___

       evidencing a percentage  interest in any distributions  allocable to the Class P
       Certificates  with respect to the Trust Fund  consisting  primarily of a pool of
       [one- to four-family  residential,  payment-option,  adjustable-rate  first lien
       mortgage  loans  with a  negative  amortization  feature]  formed  and  sold  by
       RESIDENTIAL ACCREDIT LOANS, INC.

               This  Certificate is payable solely from the assets of the Trust Fund, and does
not represent an obligation of or interest in  Residential  Accredit  Loans,  Inc., the Master
Servicer,  the  Trustee  referred  to  below  or  GMAC  Mortgage  Group,  LLC 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  Accredit  Loans,
Inc.,  the  Master  Servicer,  the  Trustee  or  GMAC  Mortgage  Group,  LLC or  any of  their
affiliates.  None of the Company,  the Master  Servicer,  GMAC Mortgage  Group,  LLC 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  (as  specified  above) in  certain
distributions  with  respect  to a Trust  Fund  consisting  primarily  of a pool of  [one-  to
four-family  residential,  payment-option,  adjustable-rate  first lien mortgage  loans with a
negative  amortization  feature]  (the  "Mortgage  Loans"),  formed  and  sold by  Residential
Accredit  Loans,  Inc.  (hereinafter  called the "Company,"  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
Company, the Master Servicer and  ____________________,  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 on the first Distribution Date
specified  above,  to the Person in whose name this  Certificate  at the close of  business on
the  last  day (or if such  last day is not a  Business  Day,  the  Business  Day  immediately
preceding  such last day) of the month  immediately  preceding the month of such  distribution
(the "Record Date"),  in an amount equal to the product of the Percentage  Interest  evidenced
by  this  Certificate  and the  amount  required  to be  distributed  to  Holders  of  Class P
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.

               No transfer of this Class P  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  Company  may  require an
opinion of counsel  acceptable  to and in form and substance  satisfactory  to the Trustee and
the Company 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 Company,  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. In  connection  with any such  transfer,
the Trustee will also require either (i) an opinion of counsel  addressed to the Trustee,  the
Company and the Master Servicer,  acceptable to and in form and substance  satisfactory to the
Trustee with respect to the  permissibility  of such  transfer  under the Employee  Retirement
Income Security Act of 1974, as amended  ("ERISA"),  and Section 4975 of the Internal  Revenue
Code (the "Code") and stating,  among other things,  that the  transferee's  acquisition  of a
Class P  Certificate  will not  constitute  or result in a non-exempt  prohibited  transaction
under  Section 406 of ERISA or Section 4975 of the Code or (ii) a  representation  letter,  in
the  form  as  described  by  Section  5.02(e)  of the  Agreement,  either  stating  that  the
transferee  is not an employee  benefit or other plan  subject to the  prohibited  transaction
provisions  of ERISA or Section 4975 of the Code (a "Plan"),  or any other  person  (including
an  investment  manager,  a named  fiduciary  or a trustee of any Plan)  acting,  directly  or
indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan.

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

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

               As provided in the  Agreement,  withdrawals  from the Custodial  Account and/or
the  Certificate  Account  created  for the benefit of  Certificateholders  may be made by the
Master   Servicer   from   time  to  time   for   purposes   other   than   distributions   to
Certificateholders,  such purposes including without  limitation  reimbursement to the Company
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 Company,  the
Master Servicer and the Trustee and the rights of the  Certificateholders  under the Agreement
at any time by the  Company,  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,  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 Company,  the Master  Servicer,  the Trustee and the Certificate  Registrar
and any agent of the Company,  the Master Servicer,  the Trustee or the Certificate  Registrar
may treat the Person in whose name this  Certificate  is  registered  as the owner  hereof for
all purposes,  and neither the Company,  the Master  Servicer,  the Trustee nor any such agent
shall be affected by notice to the contrary.

               This  Certificate  shall be governed by and  construed in  accordance  with the
laws of the State of New York.

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

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






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


Dated: _______________                      [____________________________],
                                                as Trustee



                                            By: ____________________________
                                                 Authorized Signatory



                                CERTIFICATE OF AUTHENTICATION

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


                                            [____________________________],
                                                   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)  a  Percentage
Interest  evidenced by the within Mortgage  Asset-Backed  Pass-Through  Certificate and hereby
authorizes  the  transfer of  registration  of such  interest  to assignee on the  Certificate
Register of the Trust Fund.

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

Dated: ______________                       _______________________________________
                                            Signature by or on behalf of assignor




                                           ___________________________________________
                                                 Signature Guaranteed


                                  DISTRIBUTION INSTRUCTIONS

               The assignee should include the following for purposes of distribution:

     Distributions  shall be made,  by wire transfer or otherwise,  in  immediately  available
funds to  ______________________________  for the account of _________________________ account
number __________________, or, if mailed by check, to ______________________________.

     Applicable statements should be mailed to __________________________.

     This  information  is provided by  ____________________,  the assignee  named  above,  or
_____________________, as its agent.






                                         EXHIBIT C-II

                                   CLASS SB-[ ] CERTIFICATE

        THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR  CERTIFICATES,  THE
CLASS M-1,  CLASS M-2,  CLASS M-3,  [CLASS M-4,  CLASS M-5,  CLASS M-6,  CLASS M-7, CLASS M-8,
CLASS M-9 AND CLASS M-10] 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.

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

        NO TRANSFER  OF THIS  CERTIFICATE  OR ANY  INTEREST  HEREIN  SHALL BE MADE TO ANY PLAN
SUBJECT  TO TITLE I OF ERISA OR  SECTION  4975 OF THE CODE,  ANY PERSON  ACTING,  DIRECTLY  OR
INDIRECTLY,  ON BEHALF OF ANY SUCH PLAN OR ANY PERSON ACQUIRING SUCH  CERTIFICATES  WITH "PLAN
ASSETS" OF A PLAN WITHIN THE MEANING OF THE DEPARTMENT OF LABOR  REGULATION  PROMULGATED AT 29
C.F.R.SS.2510.3-101,  AS MODIFIED BY SECTION 3(42) OF ERISA ("PLAN ASSET REGULATIONS"),  UNLESS
THE  DEPOSITOR,  THE TRUSTEE AND THE MASTER  SERVICER ARE PROVIDED  WITH AN OPINION OF COUNSEL
WHICH  ESTABLISHES TO THE  SATISFACTION  OF THE TRUSTEE THAT THE PURCHASE OF THIS  CERTIFICATE
IS  PERMISSIBLE  UNDER  APPLICABLE  LAW,  WILL NOT  CONSTITUTE  OR  RESULT  IN ANY  PROHIBITED
TRANSACTION  UNDER  TITLE I OF ERISA OR  SECTION  4975 OF THE  CODE AND WILL NOT  SUBJECT  THE
DEPOSITOR,  THE MASTER SERVICER,  THE TRUSTEE OR THE TRUST FUND TO ANY OBLIGATION OR LIABILITY
(INCLUDING  OBLIGATIONS OR LIABILITIES  UNDER TITLE I OF 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 DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR THE TRUST FUND.








Class SB-[ ] Subordinate                                          Certificate No. ___

Date of Pooling and Servicing Agreement                           Percentage Interest: _____%
and Cut-off Date:
___________ 1, ____

First Distribution Date:                                          Aggregate Initial Notional Principal
___________ 25, ____                                              Balance of the Class SB-[ ] Certificates:
                                                                  $____________

Master Servicer:                                                  Initial Notional Balance
Residential Funding Company, LLC                                  of this Class SB-2 Certificate:
                                                                  $____________


Maturity Date:                                                    CUSIP: ____________
___________ 25, ____



                       MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
                                      Series _____-____

               evidencing a percentage  interest in any distributions  allocable
               to the Class SB-[ ]  Certificates  with respect to the Trust Fund
               consisting   primarily   of  a  pool  of  [one-  to   four-family
               residential,  hybrid  adjustable-rate  first lien mortgage  loans
               with  a  negative   amortization  feature]  formed  and  sold  by
               RESIDENTIAL ACCREDIT LOANS, INC.

        This  Certificate  is payable  solely from the assets of the Trust Fund,  and does not
represent  an  obligation  of or interest in  Residential  Accredit  Loans,  Inc.,  the Master
Servicer,  the  Trustee  referred  to  below  or  GMAC  Mortgage  Group,  LLC 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  Accredit  Loans,
Inc.,  the  Master  Servicer,  the  Trustee  or  GMAC  Mortgage  Group,  LLC or  any of  their
affiliates.  None of the Depositor,  the Master  Servicer,  GMAC Mortgage Group, LLC 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 PRAMWAVE & 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 [one- to four-family  adjustable  rate first
lien  mortgage  loans] (the  "Mortgage  Loans"),  sold by  Residential  Accredit  Loans,  Inc.
(hereinafter  called the  "Depositor,"  which term  includes  any  successor  entity under the
Agreement  referred to below).  The Trust Fund was created pursuant to a Pooling and Servicing
Agreement  dated as  specified  above  (the  "Agreement")  among  the  Depositor,  the  Master
Servicer  and  _____________,  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.   The  Notional  Amount  of  this  Class  SB-[  ]  Certificate  as  of  any  date  of
determination  will  be  calculated  as  described  in  the  Agreement.   This  Class  SB-[  ]
Certificate  will  accrue  interest  at the  Pass-Through  Rate  on  the  Notional  Amount  as
indicated in the  definition  of Accrued  Certificate  Interest in the  Agreement.  This Class
SB-[ ] Certificate will not accrue interest on its Certificate Principal Balance.

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

        No transfer  of this  Certificate  or any  interest  herein  shall be made to any Plan
subject  to Title I of ERISA or  Section  4975 of the Code,  any Person  acting,  directly  or
indirectly,  on behalf of any such Plan or any Person acquiring such  Certificates  with "plan
assets" of a Plan within the meaning of the Department of Labor  regulation  promulgated at 29
C.F.R.ss.2510.3-101,  as modified by Section 3(42) of ERISA ("Plan Asset Regulations"),  unless
the  Depositor,  the Trustee and the Master  Servicer are provided  with an Opinion of Counsel
which  establishes to the  satisfaction  of the Trustee that the purchase of this  Certificate
is  permissible  under  applicable  law,  will not  constitute  or  result  in any  prohibited
transaction  under  Title I of ERISA or  Section  4975 of the  Code and will not  subject  the
Depositor,  the Master Servicer,  the Trustee or the Trust Fund to any obligation or liability
(including  obligations or liabilities  under Title I of 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 Depositor, the Master Servicer, the Trustee or the Trust Fund.

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

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

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

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

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

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

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

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

        This  Certificate  shall be governed by and construed in  accordance  with the laws of
the State of New York.

        The obligations  created by the Agreement in respect of the Certificates and the Trust
Fund created  thereby shall  terminate upon the payment to  Certificateholders  of all amounts
held  by or on  behalf  of the  Trustee  and  required  to be paid  to  them  pursuant  to the
Agreement  following  the  earlier  of (i) the  maturity  or  other  liquidation  of the  last
Mortgage Loan subject  thereto or the  disposition of all property  acquired upon  foreclosure
or deed in lieu of  foreclosure  of any  Mortgage  Loan,  and (ii) the  purchase by the Master
Servicer  from the Trust Fund of all  remaining  Mortgage  Loans and all property  acquired in
respect of such Mortgage Loans,  thereby effecting early retirement of the  Certificates.  The
Agreement  permits,  but does not require,  the Master  Servicer  (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 Principal Balance of the Mortgage Loans.

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


                                   [Signature Page Follows]







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

                                                   __________________________,
                                                   as Trustee



                                                   By:________________________________________
                                                      Authorized Signatory

Dated:  _________



                                CERTIFICATE OF AUTHENTICATION

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



                                                   ___________________________,
                                                   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

THIS  CERTIFICATE  MAY  NOT BE HELD BY OR  TRANSFERRED  TO A  NON-UNITED  STATES  PERSON  OR A
DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

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

NO TRANSFER OF THIS  CERTIFICATE  MAY BE MADE TO ANY PERSON,  UNLESS THE  TRANSFEREE  PROVIDES
EITHER A  CERTIFICATION  PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR AN OPINION OF COUNSEL
SATISFACTORY  TO THE TRUSTEE  THAT THE PURCHASE OF THIS  CERTIFICATE  WILL NOT  CONSTITUTE  OR
RESULT IN A NON-EXEMPT  PROHIBITED  TRANSACTION  UNDER SECTION 406 OF THE EMPLOYEE  RETIREMENT
INCOME  SECURITY ACT OF 1974, AS AMENDED  ("ERISA"),  OR SECTION 4975 OF THE CODE AND WILL NOT
SUBJECT THE MASTER  SERVICER,  THE COMPANY OR THE TRUSTEE TO ANY  OBLIGATION  OR  LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.

ANY  RESALE,  TRANSFER  OR  OTHER  DISPOSITION  OF THIS  CERTIFICATE  MAY BE MADE  ONLY IF THE
PROPOSED  TRANSFEREE  PROVIDES A TRANSFER  AFFIDAVIT  TO THE 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.                                                   [______]% Pass-Through Rate

Class R Senior                                                    Aggregate Initial Certificate
                                                                  Principal Balance of the
Date of Pooling and Servicing                                     Class R Certificates:
Agreement and Cut-off Date:                                       $100.00
___________ 1, ____
                                                                  Initial Certificate Principal
First Distribution Date:                                          Balance of this Certificate:
_________ 25, ____                                                $___________________

Master Servicer:                                                  Percentage Interest:
Residential Funding Company, LLC                                  ____________%

Assumed Final Distribution Date:                                  CUSIP 76110F-
___________ 25, ____


                       MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
                                       SERIES ____-___

        evidencing a percentage interest in any distributions  allocable to the Class R
        Certificates  with respect to the Trust Fund consisting  primarily of a pool of
        [conventional  one- to four-family  fixed  interest rate first mortgage  loans]
        formed and sold by RESIDENTIAL ACCREDIT LOANS, INC.

               This  Certificate is payable solely from the assets of the Trust Fund, and does
not represent an obligation of or interest in  Residential  Accredit  Loans,  Inc., the Master
Servicer,  the  Trustee  referred  to  below  or  GMAC  Mortgage  Group,  LLC 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  Accredit  Loans,
Inc.,  the  Master  Servicer,  the  Trustee  or  GMAC  Mortgage  Group,  LLC or  any of  their
affiliates.  None of the Company,  the Master  Servicer,  GMAC Mortgage  Group,  LLC 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  (obtained  by
dividing  the Initial  Certificate  Principal  Balance of this  Certificate  by the  aggregate
Initial  Certificate  Principal Balance of all Class R Certificates,  both as specified above)
in certain  distributions  with  respect to the Trust Fund  consisting  primarily of a pool of
[conventional  one- to four-family  fixed  interest rate first mortgage  loans] (the "Mortgage
Loans"),  formed  and  sold by  Residential  Accredit  Loans,  Inc.  (hereinafter  called  the
"Company,"  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 Company,  the Master Servicer and  __________________,  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 day (or if such last day is not a Business  Day, the Business Day  immediately  preceding
such  last  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 R  Certificates  on such
Distribution Date.

               Each  Holder of this  Certificate  will be deemed to have agreed to be bound by
the  restrictions  set forth in the  Agreement  to the effect that (i) each person  holding or
acquiring  any  Ownership  Interest in this  Certificate  must be a United States Person and a
Permitted  Transferee,  (ii) the transfer of any Ownership  Interest in this  Certificate will
be  conditioned  upon the delivery to the Trustee of, among other things,  an affidavit to the
effect that it is a United  States  Person and  Permitted  Transferee,  (iii) any attempted or
purported  transfer  of any  Ownership  Interest  in this  Certificate  in  violation  of such
restrictions  will be  absolutely  null  and void and will  vest no  rights  in the  purported
transferee,  and  (iv) if any  person  other  than a  United  States  Person  and a  Permitted
Transferee  acquires  any  Ownership  Interest  in  this  Certificate  in  violation  of  such
restrictions,  then the  Company  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 Company,  which purchaser may be the Company,  or any affiliate of the Company, on such
terms and conditions as the Company 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.  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.  Notwithstanding  the
reduction of the Certificate  Principal  Balance hereof to zero, this  Certificate will remain
outstanding  under the Agreement and the Holder hereof may have  additional  obligations  with
respect  to this  Certificate,  including  tax  liabilities,  and may be  entitled  to certain
additional  distributions  hereon,  in  accordance  with  the  terms  and  provisions  of  the
Agreement.

               No  transfer  of this Class R  Certificate  will be made unless the Trustee has
received  either (i) an opinion of counsel  addressed  to the  Trustee,  the  Company  and the
Master  Servicer,  acceptable  to and in form and substance  satisfactory  to the Trustee with
respect to the  permissibility of such transfer under the Employee  Retirement Income Security
Act of 1974,  as  amended  ("ERISA"),  and  Section  4975 of the  Internal  Revenue  Code (the
"Code") and  stating,  among other  things,  that the  transferee's  acquisition  of a Class R
Certificate  will not  constitute  or  result in a  non-exempt  prohibited  transaction  under
Section  406 of ERISA or  Section  4975 of the Code or (ii) a  representation  letter,  in the
form as described by the  Agreement,  stating that the  transferee is not an employee  benefit
or other plan subject to the  prohibited  transaction  provisions  of ERISA or Section 4975 of
the Code (a "Plan"),  or any other person (including an investment  manager, a named fiduciary
or a trustee of any Plan)  acting,  directly or  indirectly,  on behalf of or  purchasing  any
Certificate with "plan assets" of any Plan.

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

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

               As provided in the  Agreement,  withdrawals  from the Custodial  Account and/or
the  Certificate  Account  created  for the benefit of  Certificateholders  may be made by the
Master   Servicer   from   time  to  time   for   purposes   other   than   distributions   to
Certificateholders,  such purposes including without  limitation  reimbursement to the Company
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 Company,  the
Master Servicer and the Trustee and the rights of the  Certificateholders  under the Agreement
at any time by the  Company,  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,  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 Company,  the Master  Servicer,  the Trustee and the Certificate  Registrar
and any agent of the Company,  the Master Servicer,  the Trustee or the Certificate  Registrar
may treat the Person in whose name this  Certificate  is  registered  as the owner  hereof for
all purposes,  and neither the Company,  the Master  Servicer,  the Trustee nor any such agent
shall be affected by notice to the contrary.

               This  Certificate  shall be governed by and  construed in  accordance  with the
laws of the State of New York.

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

               Reference  is hereby made to the further  provisions  of this  Certificate  set
forth on the reverse  hereof,  which  further  provisions  shall for all purpose have the same
effect as if set forth at this place.

               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.

Dated: ______________                      [____________________________],
                                            as Trustee




                                            By: ____________________________
                                                 Authorized Signatory


                                CERTIFICATE OF AUTHENTICATION

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




                                            [____________________________],
                                                 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)  a  Percentage
Interest  evidenced by the within Mortgage  Asset-Backed  Pass-Through  Certificate and hereby
authorizes  the  transfer of  registration  of such  interest  to assignee on the  Certificate
Register of the Trust Fund.

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

Dated: _________________                    __________________________________________
                                            Signature by or on behalf of assignor




                                            ___________________________________________
                                                 Signature Guaranteed


                                  DISTRIBUTION INSTRUCTIONS

               The assignee should include the following for purposes of distribution:

     Distributions  shall be made,  by wire transfer or otherwise,  in  immediately  available
funds to  ______________________________  for the account of _________________________ account
number __________________, or, if mailed by check, to ______________________________.

     Applicable statements should be mailed to __________________________.

     This  information  is provided by  ____________________,  the assignee  named  above,  or
_____________________, as its agent.







                                          EXHIBIT E


                               FORM OF SELLER/SERVICER CONTRACT

        This Seller/Servicer  Contract (as may be amended,  supplemented or otherwise modified
from time to time, this  "Contract") is made this                      day of                ,
20        ,  by and between  Residential  Funding  Company,  LLC, its  successors  and assigns
("Residential      Funding")     and                                                      (the
"Seller/Servicer,"   and,  together  with  Residential   Funding,   the  "parties"  and  each,
individually, a "party").

        WHEREAS,  the  Seller/Servicer  desires to sell Loans to,  and/or  service  Loans for,
Residential   Funding,   and   Residential   Funding   desires  to  purchase  Loans  from  the
Seller/Servicer  and/or have the  Seller/Servicer  service  various of its Loans,  pursuant to
the  terms  of  this  Contract  and  the  Residential   Funding  Seller  and  Servicer  Guides
incorporated herein by reference,  as amended,  supplemented or otherwise modified,  from time
to time (together, the "Guides").

        NOW,  THEREFORE,  in  consideration  of the premises,  and the terms,  conditions  and
agreements set forth below, the parties agree as follows:

1.      INCORPORATION OF GUIDES BY REFERENCE.

        The  Seller/Servicer  acknowledges  that it has  received  and  read the  Guides.  All
provisions  of the  Guides  are  incorporated  by  reference  into  and  made a part  of  this
Contract, and shall be binding upon the parties;  provided,  however, that the Seller/Servicer
shall be entitled to sell Loans to and/or  service Loans for  Residential  Funding only if and
for so long as it shall have been  authorized  to do so by  Residential  Funding  in  writing.
Specific  reference in this Contract to  particular  provisions of the Guides and not to other
provisions does not mean that those  provisions of the Guides not  specifically  cited in this
Contract  are not  applicable.  All terms used  herein  shall have the same  meanings  as such
terms have in the Guides, unless the context clearly requires otherwise.

2.      AMENDMENTS.

        This  Contract  may not be  amended  or  modified  orally,  and no  provision  of this
Contract  may be waived  or  amended  except in  writing  signed  by the  party  against  whom
enforcement  is sought.  Such a written  waiver or amendment  must  expressly  reference  this
Contract.  However,  by their terms,  the Guides may be amended or supplemented by Residential
Funding  from time to time.  Any such  amendment(s)  to the Guides  shall be binding  upon the
parties hereto.

3.      REPRESENTATIONS AND WARRANTIES.

a.      Reciprocal Representations and Warranties.

               The  Seller/Servicer  and  Residential  Funding each represents and warrants to
the other that as of the date of this Contract:

(1)     Each party is duly organized,  validly  existing,  and in good standing under the laws
                      of its jurisdiction of organization,  is qualified,  if necessary, to do
                      business  and in good  standing  in each  jurisdiction  in  which  it is
                      required to be so qualified,  and has the requisite  power and authority
                      to  enter  into  this  Contract  and  all  other  agreements  which  are
                      contemplated   by  this  Contract  and  to  carry  out  its  obligations
                      hereunder and under the Guides and under such other agreements.

(2)     This  Contract  has been duly  authorized,  executed  and  delivered by each party and
                      constitutes  a  valid  and  legally  binding  agreement  of  each  party
                      enforceable in accordance with its terms.

(3)     There is no action,  proceeding or investigation  pending or threatened,  and no basis
                      therefor is known to either  party,  that could  affect the  validity or
                      prospective validity of this Contract.

(4)     Insofar as its capacity to carry out any obligation  under this Contract is concerned,
                      neither   party  is  in   violation   of  any   charter,   articles   of
                      incorporation,  bylaws,  certificates  of formation,  limited  liability
                      company  agreement,   mortgage,  indenture,   indebtedness,   agreement,
                      instrument,  judgment,  decree,  order,  statute, rule or regulation and
                      none of the foregoing  adversely  affects its capacity to fulfill any of
                      its obligations  under this Contract.  Its execution of, and performance
                      pursuant to, this  Contract will not result in a violation of any of the
                      foregoing.

b.      Seller/Servicer's Representations, Warranties and Covenants.

               In  addition  to the  representations,  warranties  and  covenants  made by the
               Seller/Servicer   pursuant  to  subparagraph  (a)  of  this  paragraph  3,  the
               Seller/Servicer  makes the representations,  warranties and covenants set forth
               in the Guides and, upon request,  agrees to deliver to Residential  Funding the
               certified  Resolution of Board of Directors which  authorizes the execution and
               delivery of this Contract.

4.      REMEDIES OF RESIDENTIAL FUNDING.

        If  an  Event  of  Seller  Default  or an  Event  of  Servicer  Default  shall  occur,
Residential  Funding may, at its option,  exercise one or more of those  remedies set forth in
the Guides.

5.      SELLER/SERVICER'S STATUS AS INDEPENDENT CONTRACTOR.

        At no time  shall  the  Seller/Servicer  represent  that it is  acting  as an agent of
Residential  Funding.  The  Seller/Servicer  shall,  at  all  times,  act  as  an  independent
contractor.

6.      PRIOR AGREEMENTS SUPERSEDED.

        This Contract  restates,  amends and supersedes any and all prior Seller  Contracts or
Servicer  Contracts  between the parties except that any  subservicing  agreement  executed by
the  Seller/Servicer  in connection with any loan-security  exchange  transaction shall not be
affected.

7.      ASSIGNMENT.

        This  Contract  may not be  assigned  or  transferred,  in whole  or in  part,  by the
Seller/Servicer  without  the  prior  written  consent  of  Residential  Funding.  Residential
Funding may sell, assign, convey,  hypothecate,  pledge or in any other way transfer, in whole
or in part,  without  restriction,  its rights under this Contract and the Guides with respect
to any Commitment or Loan.

8.      NOTICES.

        All  notices,  requests,  demands or other  communications  that are to be given under
this  Contract  shall  be in  writing,  addressed  to the  appropriate  parties  and  sent  by
telefacsimile  or by overnight  courier or by United  States  mail,  postage  prepaid,  to the
addresses and telefacsimile  numbers specified below.  However,  another name,  address and/or
telefacsimile  number may be substituted by the  Seller/Servicer  pursuant to the requirements
of this paragraph 8, or Residential Funding pursuant to an amendment to the Guides.

If to Residential  Funding,  notices must be sent to the appropriate  address or telefacsimile
number specified in the Guides.

If to the Seller/Servicer, notice must be sent to:




      Attention:
      Telefacsimile Number:  (____) ___-_____________________

9.      JURISDICTION AND VENUE.

        Each of the parties  irrevocably  submits to the  jurisdiction of any state or federal
court located in Hennepin County,  Minnesota,  over any action,  suit or proceeding to enforce
or defend any right under this  Contract or otherwise  arising from any loan sale or servicing
relationship  existing in connection with this Contract,  and each of the parties  irrevocably
agrees  that  all  claims  in  respect  of any  such  action  or  proceeding  may be  heard or
determined  in such  state or  federal  court.  Each of the  parties  irrevocably  waives  the
defense of an  inconvenient  forum to the maintenance of any such action or proceeding and any
other  substantive  or  procedural  rights  or  remedies  it  may  have  with  respect  to the
maintenance  of any such action or  proceeding in any such forum.  Each of the parties  agrees
that a final  judgment  in any  such  action  or  proceeding  shall be  conclusive  and may be
enforced in any other  jurisdiction  by suit on the judgment or in any other  manner  provided
by  law.  Each  of  the  parties  further  agrees  not  to  institute  any  legal  actions  or
proceedings against the other party or any director,  officer,  employee,  attorney,  agent or
property of the other  party,  arising out of or relating to this  Contract in any court other
than as hereinabove specified in this paragraph 9.

10.     MISCELLANEOUS.

        This Contract,  including all documents incorporated by reference herein,  constitutes
the entire  understanding  between the parties  hereto and  supersedes  all other  agreements,
covenants,   representations,   warranties,  understandings  and  communications  between  the
parties,  whether  written or oral,  with  respect to the  transactions  contemplated  by this
Contract.  All paragraph  headings  contained herein are for convenience only and shall not be
construed as part of this  Contract.  Any  provision of this  Contract  that is  prohibited or
unenforceable  in any  jurisdiction  shall,  as to such  jurisdiction,  be  ineffective to the
extent of such prohibition or  unenforceability  without  invalidating the remaining  portions
hereof  or  affecting  the  validity  or   enforceability  of  such  provision  in  any  other
jurisdiction,  and, to this end, the provisions  hereof are severable.  This Contract shall be
governed by, and construed and enforced in accordance  with,  applicable  federal laws and the
laws of the State of Minnesota.






        IN WITNESS WHEREOF, the duly authorized officers of the Seller/Servicer and
Residential Funding have executed this Seller/Servicer Contract as of the date first above
written.

ATTEST:                                             SELLER/SERVICER

[Corporate Seal]
                                                    __________________________________________
                                                                     (Name of Seller/Servicer)
By:                                                 By:
      (Signature)                                                    (Signature)
By:                                                 By:
      (Typed Name)                                                   (Typed Name)
Title:                                              Title:
=================================================== =============================================================================

ATTEST:                                             RESIDENTIAL FUNDING COMPANY, LLC
[Corporate Seal]

By:                                                 By:
      (Signature)                                                    (Signature)
By:                                                 By:
      (Typed Name)                                                   (Typed Name)
Title:                                              Title:








                                          EXHIBIT F
                                 FORMS OF REQUEST FOR RELEASE

DATE:

TO:

RE:            REQUEST FOR RELEASE OF DOCUMENTS

In connection with the administration of the pool of Mortgage Loans held by you for the
referenced pool, we request the release of the Mortgage Loan File described below.

Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
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 Company, LLC
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 G-1

                           FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

STATE OF                                    )
                                            )    ss.:
COUNTY OF                                   )
               [NAME OF OFFICER], being first duly sworn, deposes and says:

1.      That he is [Title of Officer] of [Name of Owner]  (record or  beneficial  owner of the
Mortgage Asset-Backed  Pass-Through  Certificates,  Series ____-___, Class R (the "Owner")), a
[savings  institution]  [corporation] duly organized and existing under the laws of [the State
of _____________________________________]  [the  United  States],  on behalf of which he makes
this affidavit and agreement.

2.      That  the  Owner  (i) is not  and  will  not be a  "disqualified  organization"  or an
electing  large  partnership  as  of  [date  of  transfer]  within  the  meaning  of  Sections
860E(e)(5)  and 775,  respectively,  of the  Internal  Revenue  Code of 1986,  as amended (the
"Code") or an electing large  partnership under Section 775(a) of the Code, (ii) will endeavor
to remain  other than a  disqualified  organization  for so long as it retains  its  ownership
interest in the Class R  Certificates,  and (iii) is acquiring  the Class R  Certificates  for
its own account or for the account of another  Owner from which it has  received an  affidavit
and  agreement in  substantially  the same form as this  affidavit  and  agreement.  (For this
purpose, a "disqualified  organization"  means an electing large partnership under Section 775
of the Code,  the United States,  any state or political  subdivision  thereof,  any agency or
instrumentality of any of the foregoing (other than an  instrumentality  all of the activities
of which are subject to tax and,  except for the Federal  Home Loan  Mortgage  Corporation,  a
majority of whose board of directors is not selected by any such  governmental  entity) or any
foreign  government,  international  organization  or any  agency or  instrumentality  of such
foreign  government  or  organization,  any rural  electric or telephone  cooperative,  or any
organization  (other  than  certain  farmers'  cooperatives)  that is  generally  exempt  from
federal  income tax unless  such  organization  is  subject to the tax on  unrelated  business
taxable income).

3.      That the Owner is aware (i) of the tax that would be imposed on  transfers  of Class R
Certificates to disqualified  organizations  or electing large  partnerships,  under the Code,
that applies to all  transfers of Class R  Certificates  after March 31, 1988;  (ii) that such
tax  would  be  on  the   transferor   (or,  with  respect  to  transfers  to  electing  large
partnerships,  on each such  partnership),  or, if such  transfer  is through an agent  (which
person  includes a broker,  nominee or  middleman)  for a  disqualified  organization,  on the
agent;  (iii)  that the person  (other  than with  respect  to  transfers  to  electing  large
partnerships)  otherwise  liable for the tax shall be relieved of liability for the tax if the
transferee  furnishes to such person an affidavit  that the  transferee is not a  disqualified
organization  and, at the time of transfer,  such person does not have actual  knowledge  that
the affidavit is false;  and (iv) that the Class R Certificates  may be "noneconomic  residual
interests"  within the meaning of Treasury  regulations  promulgated  pursuant to the Code and
that the  transferor of a noneconomic  residual  interest will remain liable for any taxes due
with respect to the income on such residual  interest,  unless no  significant  purpose of the
transfer was to impede the assessment or collection of tax.

4.      That the Owner is aware of the tax imposed on a "pass-through  entity" holding Class R
Certificates  if  either  the  pass-through  entity is an  electing  large  partnership  under
Section 775 of the Code or if at any time during the taxable year of the  pass-through  entity
a  disqualified  organization  is the record  holder of an interest in such entity.  (For this
purpose,  a "pass  through  entity"  includes a regulated  investment  company,  a real estate
investment  trust  or  common  trust  fund,  a  partnership,  trust  or  estate,  and  certain
cooperatives.)

5.      The  Owner  is  either  (i) a  citizen  or  resident  of  the  United  States,  (ii) a
corporation,  partnership or other entity  treated as a corporation or a partnership  for U.S.
federal  income  tax  purposes  and  created or  organized  in or under the laws of the United
States,  any state thereof or the District of Columbia  (other than a partnership  that is not
treated  as a United  States  person  under any  applicable  Treasury  regulations),  (iii) an
estate  that is  described  in  Section  7701(a)(30)(D)  of the Code,  or (iv) a trust that is
described in Section 7701(a)(30)(E) of the Code.

6.      The Owner hereby  agrees that it will not cause  income from the Class R  Certificates
to be attributable to a foreign  permanent  establishment or fixed base (within the meaning of
an applicable income tax treaty) of the Owner or another United States taxpayer.

7.      That the Owner is aware that the Trustee  will not  register the transfer of any Class
R Certificates unless the transferee,  or the transferee's agent,  delivers to it an affidavit
and  agreement,  among other  things,  in  substantially  the same form as this  affidavit and
agreement.  The Owner  expressly  agrees that it will not  consummate  any such transfer if it
knows or believes that any of the  representations  contained in such  affidavit and agreement
are false.

8.      That the  Owner has  reviewed  the  restrictions  set forth on the face of the Class R
Certificates  and the  provisions of Section  5.02(f) of the Pooling and  Servicing  Agreement
under  which  the Class R  Certificates  were  issued  (in  particular,  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.

9.      That the Owner consents to any additional  restrictions or arrangements  that shall be
deemed  necessary  upon advice of counsel to  constitute  a reasonable  arrangement  to ensure
that the Class R Certificates  will only be owned,  directly or  indirectly,  by an Owner that
is not a disqualified organization.

10.     The Owner's Taxpayer Identification Number is  ______________________________.

11.     This  affidavit and  agreement  relates only to the Class R  Certificates  held by the
Owner and not to any other  holder of the Class R  Certificates.  The Owner  understands  that
the liabilities described herein relate only to the Class R Certificates.

12.     That  no  purpose  of the  Owner  relating  to the  transfer  of  any of the  Class  R
Certificates  by the Owner is or will be to impede the  assessment  or  collection of any tax;
in  making  this  representation,  the Owner  warrants  that the  Owner is  familiar  with (i)
Treasury Regulation Section  1.860E-1(c) and recent amendments  thereto,  effective as of July
19,  2002,  and  (ii)  the  preamble  describing  the  adoption  of  the  amendments  to  such
regulation, which is attached hereto as Exhibit 1.

13.     That the Owner has no present  knowledge or expectation  that it will be unable to pay
any United  States  taxes owed by it so long as any of the  Certificates  remain  outstanding.
In this  regard,  the Owner hereby  represents  to and for the benefit of the person from whom
it  acquired  the Class R  Certificate  that the Owner  intends to pay taxes  associated  with
holding such Class R Certificate  as they become due,  fully  understanding  that it may incur
tax liabilities in excess of any cash flows generated by the Class R Certificate.

14.     That the Owner has no present  knowledge or expectation  that it will become insolvent
or subject to a bankruptcy  proceeding for so long as any of the Class R  Certificates  remain
outstanding.

15.     The Purchaser is not an employee  benefit plan or other plan subject to the prohibited
transaction  provisions  of the Employee  Retirement  Income  Security Act of 1974, as amended
("ERISA"),  or Section  4975 of the Code,  or an  investment  manager,  named  fiduciary  or a
trustee of any such plan, or any other Person  acting,  directly or  indirectly,  on behalf of
or purchasing any Certificate with "plan assets" of any such plan.






               IN WITNESS WHEREOF,  the Owner has caused this instrument to be executed on its
behalf,  pursuant to the  authority of its Board of  Directors,  by its [Title of Officer] and
its  corporate  seal to be hereunto  attached,  attested by its  [Assistant]  Secretary,  this
__________ day of  _________________ , 200 ___.




                                            [NAME OF OWNER]



                                            By: _________________________________
                                                 [Name of Officer]
                                                 [Title of Officer]
[Corporate Seal]

ATTEST:


[Assistant] Secretary

               Personally appeared before me the above-named [Name of Officer], known or
proved to me to be the same person who executed the foregoing instrument and to be the
[Title of Officer] of the Owner, and acknowledged to me that he executed the same as his
free act and deed and the free act and deed of the Owner.

               Subscribed and sworn before me this ____ day of ___________, 200___.





                                                 NOTARY PUBLIC



                                            COUNTY OF ________________________
                                            STATE OF _________________________
                                             My Commission expires the ____ day of  ______, 20__.






                                          EXHIBIT 1

DEPARTMENT OF THE TREASURY

Internal Revenue Service

26 CFR Parts 1 and 602

[TD 9004]
RIN 1545-AW98


Real Estate Mortgage Investment Conduits

AGENCY: Internal Revenue Service (IRS), Treasury.

ACTION: Final regulations.

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

SUMMARY: This document contains final regulations relating to safe
harbor transfers of noneconomic residual interests in real estate
mortgage investment conduits (REMICs). The final regulations provide
additional limitations on the circumstances under which transferors may
claim safe harbor treatment.

DATES: Effective Date: These regulations are effective July 19, 2002.
    Applicability Date: For dates of applicability, see Sec. 1.860E-
(1)(c)(10).

FOR FURTHER INFORMATION CONTACT: Courtney Shepardson at (202) 622-3940
(not a toll-free number).

SUPPLEMENTARY INFORMATION:

Paperwork Reduction Act

    The collection of information in this final rule has been reviewed
and, pending receipt and evaluation of public comments, approved by the
Office of Management and Budget (OMB) under 44 U.S.C. 3507 and assigned
control number 1545-1675.
    The collection of information in this regulation is in Sec. 1.860E-
1(c)(5)(ii). This information is required to enable the IRS to verify
that a taxpayer is complying with the conditions of this regulation.
The collection of information is mandatory and is required. Otherwise,
the taxpayer will not receive the benefit of safe harbor treatment as
provided in the regulation. The likely respondents are businesses and
other for-profit institutions.
    Comments on the collection of information should be sent to the
Office of Management and Budget, Attn: Desk Officer for the Department
of the Treasury, Office of Information and Regulatory Affairs,
Washington, DC, 20503, with copies to the Internal Revenue Service,
Attn: IRS Reports Clearance Officer, W:CAR:MP:FP:S, Washington, DC
20224. Comments on the collection of information should be received by
September 17, 2002. Comments are specifically requested concerning:
    Whether the collection of information is necessary for the proper
performance of the functions of the Internal Revenue Service, including
whether the information will have practical utility;
    The accuracy of the estimated burden associated with the collection
of information (see below);
    How the quality, utility, and clarity of the information to be
collected may be enhanced;
    How the burden of complying with the collection of information may
be minimized, including through the application of automated collection
techniques or other forms of information technology; and
    Estimates of capital or start-up costs and costs of operation,
maintenance, and purchase of service to provide information.
    An agency may not conduct or sponsor, and a person is not required
to respond to, a collection of information unless it displays a valid
control number assigned by the Office of Management and Budget.
    The estimated total annual reporting burden is 470 hours, based on
an estimated number of respondents of 470 and an estimated average
annual burden hours per respondent of one hour.
    Books or records relating to a collection of information must be
retained as long as their contents may become material in the
administration of any internal revenue law. Generally, tax returns and
tax return information are confidential, as required by 26 U.S.C. 6103.

Background

    This document contains final regulations regarding the proposed
amendments to 26 CFR part 1 under section 860E of the Internal Revenue
Code (Code). The regulations provide the circumstances under which a
transferor of a noneconomic REMIC residual interest meeting the
investigation and representation requirements may avail itself of the
safe harbor by satisfying either the formula test or the asset test.
    Final regulations governing REMICs, issued in 1992, contain rules
governing the transfer of noneconomic REMIC residual interests. In
general, a transfer of a noneconomic residual interest is disregarded
for all tax purposes if a significant purpose of the transfer is to

[[Page 47452]]

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

[[Page 47453]]

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 G-2


                                FORM OF TRANSFEROR CERTIFICATE


                                                      ______________, 20___

Residential Accredit Loans, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota  55437

__________________
__________________
__________________

Attention:  Residential Funding Company, LLC Series ____-___

               Re:    Mortgage Asset-Backed Pass-Through Certificates,
                      Series ____-___, Class R

Ladies and Gentlemen:

               This  letter  is  delivered  to  you  in   connection   with  the  transfer  by
__________________________________________________________________  (the      "Seller")     to
_________________________________________________________________  (the     "Purchaser")    of
$___________________________ Initial  Certificate  Principal Balance of Mortgage  Asset-Backed
Pass-Through  Certificates,  Series  ____-___,  Class  R  (the  "Certificates"),  pursuant  to
Section 5.02 of the Pooling and Servicing  Agreement (the "Pooling and Servicing  Agreement"),
dated as of  ___________  1, ____ among  Residential  Accredit  Loans,  Inc.,  as seller  (the
"Company"),  Residential Funding Company, LLC, as master servicer (the "Master Servicer"), and
__________________,  as  trustee  (the  "Trustee").  All terms used  herein and not  otherwise
defined  shall  have the  meanings  set forth in the  Pooling  and  Servicing  Agreement.  The
Seller hereby  certifies,  represents and warrants to, and covenants with, the Company and the
Trustee that:

1.      No purpose of the Seller  relating to the transfer of the Certificate by the Seller to
the Purchaser is or will be to impede the assessment or collection of any tax.

2.      The Seller  understands that the Purchaser has delivered to the Trustee and the Master
Servicer  a  transfer  affidavit  and  agreement  in the  form  attached  to the  Pooling  and
Servicing   Agreement  as  Exhibit  G-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 H


                            FORM OF INVESTOR REPRESENTATION LETTER


                                         ______________ , 20 ___

Residential Accredit Loans, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, MN 55437

__________________
__________________
__________________

Residential Funding Company, LLC
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, MN  55437

Attention:  Residential Funding Company, LLC Series ____-___

               RE:    Mortgage Asset-Backed Pass-Through Certificates,
                      Series ____-___, [Class B-]

Ladies and Gentlemen:

                            ______________________________________ (the  "Purchaser")  intends
to  purchase  from  _________________________________________________________ (the   "Seller")
$___________________________ Initial  Certificate  Principal Balance of Mortgage  Asset-Backed
Pass-Through Certificates,  Series ____-___, Class      (the "Certificates"),  issued pursuant
to the Pooling and Servicing  Agreement (the "Pooling and Servicing  Agreement"),  dated as of
___________  1, ____ among  Residential  Accredit  Loans,  Inc.,  as seller  (the  "Company"),
Residential  Funding  Company,   LLC,  as  master  servicer  (the  "Master   Servicer"),   and
__________________,  as  trustee  (the  "Trustee").  All terms used  herein and not  otherwise
defined  shall  have the  meanings  set forth in the  Pooling  and  Servicing  Agreement.  The
Purchaser hereby certifies,  represents and warrants to, and covenants with, the Company,  the
Trustee and the Master Servicer that:

1.   The  Purchaser  understands  that  (a) the  Certificates  have  not  been and will not be
     registered or qualified  under the  Securities Act of 1933, as amended (the "Act") or any
     state  securities  law,  (b) the  Company is not  required  to so register or qualify the
     Certificates,  (c) the  Certificates  may be  resold  only if  registered  and  qualified
     pursuant to the  provisions  of the Act or any state  securities  law, or if an exemption
     from such  registration  and  qualification  is available,  (d) the Pooling and Servicing
     Agreement  contains  restrictions  regarding the transfer of the Certificates and (e) the
     Certificates will bear a legend to the foregoing effect.

2.   The Purchaser is acquiring the  Certificates  for its own account for investment only and
     not with a view to or for sale in connection with any distribution  thereof in any manner
     that would violate the Act or any applicable state securities laws.

3.   The Purchaser is (a) a  substantial,  sophisticated  institutional  investor  having such
     knowledge and experience in financial and business matters,  and, in particular,  in such
     matters  related to securities  similar to the  Certificates,  such that it is capable of
     evaluating the merits and risks of investment in the  Certificates,  (b) able to bear the
     economic risks of such an investment and (c) an "accredited  investor" within the meaning
     of Rule 501(a) promulgated pursuant to the Act.

4.   The Purchaser has been  furnished  with, and has had an opportunity to review (a) [a copy
     of the Private Placement Memorandum, dated _________ , 20__, relating to the Certificates
     (b)] a copy of the Pooling and  Servicing  Agreement  and [b] [c] such other  information
     concerning the Certificates,  the Mortgage Loans and the Company as has been requested by
     the Purchaser from the Company or the Seller and is relevant to the Purchaser's  decision
     to purchase the  Certificates.  The  Purchaser  has had any  questions  arising from such
     review answered by the Company or the Seller to the  satisfaction  of the Purchaser.  [If
     the Purchaser did not purchase the  Certificates  from the Seller in connection  with the
     initial  distribution  of the  Certificates  and was provided  with a copy of the Private
     Placement  Memorandum  (the  "Memorandum")  relating to the original sale (the  "Original
     Sale")  of  the  Certificates  by the  Company,  the  Purchaser  acknowledges  that  such
     Memorandum  was  provided to it by the Seller,  that the  Memorandum  was prepared by the
     Company  solely for use in  connection  with the  Original  Sale and the  Company did not
     participate in or facilitate in any way the purchase of the Certificates by the Purchaser
     from the Seller,  and the Purchaser agrees that it will look solely to the Seller and not
     to the Company with respect to any damage,  liability,  claim or expense  arising out of,
     resulting from or in connection with (a) error or omission, or alleged error or omission,
     contained in the Memorandum,  or (b) any information,  development or event arising after
     the date of the Memorandum.]

5.   The  Purchaser has not and will not nor has it authorized or will it authorize any person
     to (a) offer,  pledge,  sell,  dispose of or  otherwise  transfer  any  Certificate,  any
     interest in any  Certificate  or any other similar  security to any person in any manner,
     (b) solicit any offer to buy or to accept a pledge,  disposition of other transfer of any
     Certificate,  any interest in any  Certificate  or any other  similar  security  from any
     person  in  any  manner,  (c)  otherwise  approach  or  negotiate  with  respect  to  any
     Certificate,  any interest in any  Certificate  or any other  similar  security  with any
     person in any manner, (d) make any general  solicitation by means of general  advertising
     or in any other manner or (e) take any other  action,  that (as to any of (a) through (e)
     above) would  constitute a  distribution  of any  Certificate  under the Act,  that would
     render the  disposition  of any  Certificate  a violation  of Section 5 of the Act or any
     state  securities  law, or that would  require  registration  or  qualification  pursuant
     thereto.  The  Purchaser  will not sell or otherwise  transfer  any of the  Certificates,
     except in compliance with the provisions of the Pooling and Servicing Agreement.

6.      The Purchaser

(a)  is not an employee benefit or other plan subject to the prohibited transaction provisions
     of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),  or Section
     4975 of the  Internal  Revenue Code of 1986,  as amended (a "Plan"),  or any other person
     (including an  investment  manager,  a named  fiduciary or a trustee of any Plan) acting,
     directly or indirectly,  on behalf of or purchasing any Certificate with "plan assets" of
     any Plan within the meaning of the  Department of Labor  ("DOL")  regulation at 29 C.F.R.
     ss.2510.3-101, as modified by Section 3(42) of ERISA; or

(b)  is an  insurance  company,  the  source  of  funds  to be  used  by  it to  purchase  the
     Certificates  is an  "insurance  company  general  account"  (within  the  meaning of DOL
     Prohibited Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in
     reliance upon the  availability of the exemptive relief afforded under Sections I and III
     of PTCE 95-60.

        In  addition,  the  Purchaser  hereby  certifies,  represents  and  warrants  to,  and
covenants  with, the Company,  the Trustee and the Master Servicer that the Purchaser will not
transfer  such  Certificates  to any Plan or  person  unless  such  Plan or  person  meets the
requirements set forth in either 6(a) or (b) above.


                                            Very truly yours,





                                            By:________________________________
                                            Name: _____________________________
                                            Title:_____________________________









                                          EXHIBIT I


                           FORM OF TRANSFEROR REPRESENTATION LETTER


                                                                 ________________, 20__

Residential Accredit Loans, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, MN 55437

__________________
__________________
__________________

Attention: Residential Funding Company, LLC Series ____-___

               Re:    Mortgage Asset-Backed Pass-Through Certificates,
                      Series ____-___, [Class B-]

Ladies and Gentlemen:

               In   connection   with   the   sale   by _________________(the   "Seller")   to
___________________ (the "Purchaser") of $__________ Initial Certificate  Principal Balance of
Mortgage   Asset-Backed    Pass-Through    Certificates,    Series   ____-___,    Class   (the
"Certificates"),  issued  pursuant to the Pooling and  Servicing  Agreement  (the "Pooling and
Servicing  Agreement"),  dated as of ___________  1, ____ among  Residential  Accredit  Loans,
Inc., as seller (the "Company"),  Residential  Funding Company,  LLC, as master servicer,  and
__________________,  as trustee (the "Trustee").  The Seller hereby certifies,  represents and
warrants to, and covenants with, the Company and the Trustee that:

               Neither the Seller nor anyone  acting on its behalf has (a)  offered,  pledged,
sold,  disposed of or otherwise  transferred any Certificate,  any interest in any Certificate
or any other  similar  security to any person in any manner,  (b) has  solicited  any offer to
buy or to accept a pledge,  disposition or other transfer of any Certificate,  any interest in
any  Certificate  or any  other  similar  security  from any  person  in any  manner,  (c) has
otherwise  approached  or  negotiated  with  respect to any  Certificate,  any interest in any
Certificate  or any other  similar  security  with any person in any manner,  (d) has made any
general  solicitation  by means of  general  advertising  or in any other  manner,  or (e) has
taken  any  other  action,  that (as to any of (a)  through  (e)  above)  would  constitute  a
distribution  of the  Certificates  under the Securities  Act of 1933 (the "Act"),  that would
render the  disposition  of any  Certificate  a violation of Section 5 of the Act or any state
securities law, or that would require  registration or  qualification  pursuant  thereto.  The
Seller will not act, in any manner set forth in the  foregoing  sentence  with  respect to any
Certificate.  The  Seller  has  not  and  will  not  sell  or  otherwise  transfer  any of the
Certificates,  except  in  compliance  with  the  provisions  of  the  Pooling  and  Servicing
Agreement.


                                            Very truly yours,


                                            (Seller)



                                            By:  ____________________________
                                            Name: ___________________________
                                            Title: __________________________







                                          EXHIBIT J


                        [FORM OF RULE 144A INVESTMENT REPRESENTATION]

                   Description of Rule 144A Securities, including numbers:









               The  undersigned  seller,  as  registered  holder  (the  "Seller"),  intends to
transfer the Rule 144A Securities described above to the undersigned buyer (the "Buyer").

1.      In connection  with such transfer and in accordance  with the  agreements  pursuant to
which the Rule 144A  Securities  were  issued,  the  Seller  hereby  certifies  the  following
facts:  Neither  the  Seller  nor  anyone  acting  on its  behalf  has  offered,  transferred,
pledged,  sold or  otherwise  disposed of the Rule 144A  Securities,  any interest in the Rule
144A  Securities or any other  similar  security to, or solicited any offer to buy or accept a
transfer,  pledge or other  disposition of the Rule 144A Securities,  any interest in the Rule
144A  Securities or any other  similar  security  from, or otherwise  approached or negotiated
with  respect to the Rule 144A  Securities,  any interest in the Rule 144A  Securities  or any
other similar  security with, any person in any manner,  or made any general  solicitation  by
means of general  advertising  or in any other manner,  or taken any other action,  that would
constitute a  distribution  of the Rule 144A  Securities  under the Securities Act of 1933, as
amended (the "1933 Act"),  or that would render the  disposition of the Rule 144A Securities a
violation  of Section 5 of the 1933 Act or require  registration  pursuant  thereto,  and that
the Seller has not  offered  the Rule 144A  Securities  to any person  other than the Buyer or
another "qualified institutional buyer" as defined in Rule 144A under the 1933 Act.

2.      The Buyer warrants and represents to, and covenants with, the Seller,  the Trustee and
the Master  Servicer (as defined in the Pooling and  Servicing  Agreement  (the  "Agreement"),
dated as of ___________ 1, ____ among  Residential  Funding  Company,  LLC as Master Servicer,
Residential  Accredit Loans,  Inc. as depositor  pursuant to Section 5.02 of the Agreement and
__________________, as trustee, as follows:

(a)     The Buyer  understands  that the Rule 144A Securities  have not been registered  under
        the 1933 Act or the securities laws of any state.

(b)     The Buyer considers itself a substantial,  sophisticated institutional investor having
        such knowledge and experience in financial and business  matters that it is capable of
        evaluating the merits and risks of investment in the Rule 144A Securities.

(c)     The Buyer has been furnished with all  information  regarding the Rule 144A Securities
        that it has requested from the Seller, the Trustee or the Servicer.

(d)     Neither the Buyer nor anyone acting on its behalf has offered,  transferred,  pledged,
        sold or otherwise disposed of the Rule 144A Securities,  any interest in the Rule 144A
        Securities or any other  similar  security to, or solicited any offer to buy or accept
        a transfer,  pledge or other disposition of the Rule 144A Securities,  any interest in
        the Rule 144A Securities or any other similar  security from, or otherwise  approached
        or negotiated with respect to the Rule 144A Securities,  any interest in the Rule 144A
        Securities or any other similar  security with, any person in any manner,  or made any
        general  solicitation by means of general advertising or in any other manner, or taken
        any other action,  that would  constitute a distribution  of the Rule 144A  Securities
        under the 1933 Act or that would render the  disposition of the Rule 144A Securities a
        violation of Section 5 of the 1933 Act or require  registration  pursuant thereto, nor
        will it act, nor has it  authorized  or will it  authorize  any person to act, in such
        manner with respect to the Rule 144A Securities.

(e)     The Buyer is a  "qualified  institutional  buyer" as that term is defined in Rule 144A
        under the 1933 Act and has  completed  either of the  forms of  certification  to that
        effect  attached  hereto as Annex 1 or Annex 2. The Buyer is aware that the sale to it
        is being  made in  reliance  on Rule  144A.  The  Buyer  is  acquiring  the Rule  144A
        Securities  for its own  account  or the  accounts  of other  qualified  institutional
        buyers,  understands  that  such  Rule  144A  Securities  may be  resold,  pledged  or
        transferred only (i) to a person reasonably  believed to be a qualified  institutional
        buyer  that  purchases  for  its  own  account  or  for  the  account  of a  qualified
        institutional  buyer to whom  notice is given that the  resale,  pledge or transfer is
        being made in  reliance  on Rule 144A,  or (ii)  pursuant  to another  exemption  from
        registration under the 1933 Act.

               [3.    The Buyer

                      [(a)   is  not  an  employee  benefit  or  other  plan  subject  to  the
        prohibited  transaction  provisions of the Employee  Retirement Income Security Act of
        1974, as amended  ("ERISA"),  or Section 4975 of the Internal Revenue Code of 1986, as
        amended (a "Plan"),  or any other person  (including  an investment  manager,  a named
        fiduciary or a trustee of any Plan) acting,  directly or  indirectly,  on behalf of or
        purchasing  any  Certificate  with "plan assets" of any Plan within the meaning of the
        Department of Labor  ("DOL")  regulation  at 29 C.F.R.ss.  2510.3-101,  as modified by
        Section 3(42) of ERISA](1); or

                      (b)    is an  insurance  company,  the  source of funds to be used by it
        to purchase the  Certificates is an "insurance  company general  account"  (within the
        meaning  of DOL  Prohibited  Transaction  Class  Exemption  ("PTCE")  95-60),  and the
        purchase is being made in  reliance  upon the  availability  of the  exemptive  relief
        afforded under Sections I and III of PTCE 95-60.](2)

               4.     This  document  may be executed in one or more  counterparts  and by the
        different  parties hereto on separate  counterparts,  each of which, when so executed,
        shall be deemed to be an original; such counterparts,  together,  shall constitute one
        and the same document.

               IN WITNESS WHEREOF, each of the parties has executed this document as of the
date set forth below.


Print Name of Seller                                              Print Name of Buyer
By:___________________________                                     By:__________________________
   Name:______________________                                       Name:______________________
   Title: ____________________                                       Title:_____________________

Taxpayer Identification                                           Taxpayer Identification:
No.                                                               No:
Date:                                                             Date:







                                                                          ANNEX 1 TO EXHIBIT J


                   QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

                   [For Buyers Other Than Registered Investment Companies]

               The  undersigned  hereby  certifies as follows in connection with the Rule 144A
Investment Representation to which this Certification is attached:

1.   As indicated below,  the undersigned is the President,  Chief Financial  Officer,  Senior
     Vice President or other executive officer of the Buyer.

2.   In connection with purchases by the Buyer, the Buyer is a "qualified institutional buyer"
     as that term is defined  in Rule 144A  under the  Securities  Act of 1933  ("Rule  144A")
     because (i) the Buyer owned and/or invested on a discretionary basis  $_______________ in
     securities  (except for the excluded  securities  referred to below) as of the end of the
     Buyer's most recent fiscal year (such amount being  calculated  in  accordance  with Rule
     144A) and (ii) the Buyer satisfies the criteria in the category marked below.

--      Corporation,  etc.  The Buyer is a  corporation  (other than a bank,  savings and loan
               association or similar  institution),  Massachusetts or similar business trust,
               partnership,  or charitable  organization described in Section 501(c)(3) of the
               Internal Revenue Code.

--      Bank.  The Buyer (a) is a national  bank or banking  institution  organized  under the
               laws of any State,  territory  or the  District of  Columbia,  the  business of
               which is  substantially  confined to banking and is  supervised by the State or
               territorial  banking  commission  or similar  official or is a foreign  bank or
               equivalent  institution,  and  (b)  has  an  audited  net  worth  of  at  least
               $25,000,000 as demonstrated in its latest annual financial statements,  a copy
               of which is attached hereto.

--      Savings and Loan. The Buyer (a) is a savings and loan  association,  building and loan
               association,  cooperative bank,  homestead  association or similar institution,
               which is  supervised  and  examined  by a State  or  Federal  authority  having
               supervision  over  any  such  institutions  or is a  foreign  savings  and loan
               association  or equivalent  institution  and (b) has an audited net worth of at
               least $25,000,000 as demonstrated in its latest annual financial statements.

--      Broker-Dealer.  The  Buyer  is a  dealer  registered  pursuant  to  Section  15 of the
               Securities Exchange Act of 1934.

--      Insurance  Company.  The Buyer is an insurance  company whose primary and  predominant
               business  activity  is the  writing of  insurance  or the  reinsuring  of risks
               underwritten by insurance  companies and which is subject to supervision by the
               insurance  commissioner or a similar official or agency of a State or territory
               or the District of Columbia.

--      State or Local Plan. The Buyer is a plan  established  and maintained by a State,  its
               political  subdivisions,  or any agency or  instrumentality of the State or its
               political subdivisions, for the benefit of its employees.

--      ERISA  Plan.  The Buyer is an employee  benefit  plan within the meaning of Title I of
               the Employee Retirement Income Security Act of 1974.

--      Investment  Adviser.   The  Buyer  is  an  investment  adviser  registered  under  the
               Investment Advisers Act of 1940.

--      SBIC.  The Buyer is a Small  Business  Investment  Company  licensed by the U.S. Small
               Business  Administration  under  Section  301(c) or (d) of the  Small  Business
               Investment Act of 1958.

--      Business  Development  Company. The Buyer is a business development company as defined
               in Section 202(a)(22) of the Investment Advisers Act of 1940.

--      Trust  Fund.  The Buyer is a trust fund whose  trustee is a bank or trust  company and
               whose  participants  are exclusively (a) plans  established and maintained by a
               State,  its political  subdivisions,  or any agency or  instrumentality  of the
               State or its political  subdivisions,  for the benefit of its employees, or (b)
               employee  benefit  plans  within  the  meaning  of  Title  I  of  the  Employee
               Retirement  Income  Security Act of 1974, but is not a trust fund that includes
               as participants individual retirement accounts or H.R. 10 plans.

3.      The term  "securities"  as used herein does not include (i) securities of issuers that
are affiliated  with the Buyer,  (ii)  securities  that are part of an unsold  allotment to or
subscription  by  the  Buyer,  if  the  Buyer  is a  dealer,  (iii)  bank  deposit  notes  and
certificates  of  deposit,  (iv)  loan  participations,   (v)  repurchase   agreements,   (vi)
securities owned but subject to a repurchase  agreement and (vii) currency,  interest rate and
commodity swaps.

4.      For purposes of determining the aggregate  amount of securities  owned and/or invested
on a  discretionary  basis by the  Buyer,  the Buyer used the cost of such  securities  to the
Buyer and did not  include  any of the  securities  referred  to in the  preceding  paragraph.
Further,  in determining such aggregate amount,  the Buyer may have included  securities owned
by  subsidiaries  of the  Buyer,  but  only if such  subsidiaries  are  consolidated  with the
Buyer in its financial  statements  prepared in accordance with generally accepted  accounting
principles  and if the  investments  of  such  subsidiaries  are  managed  under  the  Buyer's
direction.  However,  such  securities  were not  included  if the Buyer is a  majority-owned,
consolidated  subsidiary  of  another  enterprise  and the  Buyer is not  itself  a  reporting
company under the Securities Exchange Act of 1934.

5.      The Buyer  acknowledges  that it is familiar with Rule 144A and  understands  that the
seller to it and other parties  related to the  Certificates  are relying and will continue to
rely on the  statements  made herein because one or more sales to the Buyer may be in reliance
on Rule 144A.

___             _____              Will the Buyer be purchasing the Rule 144A
Yes               No               Securities only for the Buyer's own account?

6.      If the answer to the foregoing  question is "no", the Buyer agrees that, in connection
with  any  purchase  of  securities  sold to the  Buyer  for  the  account  of a  third  party
(including  any separate  account) in reliance on Rule 144A,  the Buyer will only purchase for
the  account of a third party that at the time is a  "qualified  institutional  buyer"  within
the meaning of Rule 144A.  In  addition,  the Buyer  agrees  that the Buyer will not  purchase
securities  for a third party  unless the Buyer has obtained a current  representation  letter
from such third party or taken other appropriate  steps  contemplated by Rule 144A to conclude
that such third party  independently meets the definition of "qualified  institutional  buyer"
set forth in Rule 144A.

7.      The Buyer will notify each of the parties to which this  certification  is made of any
changes in the  information and conclusions  herein.  Until such notice is given,  the Buyer's
purchase of Rule 144A Securities will constitute a reaffirmation  of this  certification as of
the date of such purchase.




                                            Print Name of Buyer


                                            By: ________________________
                                                 Name:__________________
                                                 Title:_________________


                                            Date: ______________________










                                                                          ANNEX 2 TO EXHIBIT J

                   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 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  Sub-Servicer  will be  entitled  to any  reimbursement  pursuant to Section
4.02(a) on such  Distribution  Date for Advances or  Sub-Servicer  Advances  previously  made,
(which  will not be  Advances  or  Sub-Servicer  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 Sub-Servicer  Advances  reimbursed  pursuant to Section 4.02(a), to the extent
such  Advances or  Sub-Servicer  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  B
Certificateholders  in the same manner as if such amount  were to be  distributed  pursuant to
Section 4.02(a).

               (b)    Subject  to  subsection  (c)  below,  prior to the  later  of the  third
Business Day prior to each  Distribution  Date or the related  Determination  Date, the Master
Servicer  shall  determine  whether any  Realized  Losses  (other than Excess  Special  Hazard
Losses,  Excess  Bankruptcy  Losses,  Excess  Fraud Losses and  Extraordinary  Losses) will be
allocated to the Class B  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 B  Certificateholders  in the
same manner as if such amount were to be distributed  pursuant to Section  4.02(a);  provided,
however,  that the  amount of such  demand in  respect  of any  Distribution  Date shall in no
event be greater than the sum of (i) the  additional  amount of Accrued  Certificate  Interest
that would have been paid for the Class B  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 B 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  B  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 B 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 GMAC LLC 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 GMAC LLC, 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 GMAC LLC 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  B
Certificateholders.

               (f)    The  Company  shall  have  the  option,  in  its  sole  discretion,   to
substitute  for either or both of the Limited  Guaranty or the  Subordinate  Certificate  Loss
Obligation  another instrument in the form of a corporate  guaranty,  an irrevocable letter of
credit,  a surety bond,  insurance  policy or similar  instrument or a reserve fund;  provided
that (i) the  Company  obtains  (subject  to the  provisions  of  Section  10.01(f)  as if the
Company was  substituted  for the Master  Servicer  solely for the purposes of such provision)
an Opinion of Counsel  (which  need not be an opinion of  Independent  counsel)  to the effect
that  obtaining such  substitute  corporate  guaranty,  irrevocable  letter of credit,  surety
bond,  insurance  policy or similar  instrument  or reserve fund will not cause either (a) any
federal tax to be imposed on the Trust Fund,  including  without  limitation,  any federal tax
imposed  on  "prohibited   transactions"  under  Section   860(F)(a)(1)  of  the  Code  or  on
"contributions  after the startup  date"  under  Section  860(G)(d)(1)  of the Code or (b) the
Trust  Fund to fail to  qualify as a REMIC at any time that any  Certificate  is  outstanding,
and (ii) no such  substitution  shall be made unless (A) the  substitute  Limited  Guaranty or
Subordinate  Certificate  Loss  Obligation  is for an  initial  amount  not less than the then
current  Amount  Available  and  contains   provisions  that  are  in  all  material  respects
equivalent  to the  original  Limited  Guaranty or  Subordinate  Certificate  Loss  Obligation
(including that no portion of the fees,  reimbursements  or other  obligations  under any such
instrument  will be borne by the  Trust  Fund),  (B) the long  term  debt  obligations  of any
obligor of any substitute  Limited  Guaranty or Subordinate  Certificate  Loss  Obligation (if
not  supported by the Limited  Guaranty)  shall be rated at least the lesser of (a) the rating
of the long  term  debt  obligations  of GMAC LLC as of the date of  issuance  of the  Limited
Guaranty  and (b) the  rating  of the long term  debt  obligations  of GMAC LLC at the date of
such  substitution  and (C) the Company  obtains  written  confirmation  from each  nationally
recognized  credit  rating  agency that rated the Class B  Certificates  at the request of the
Company that such  substitution  shall not lower the rating on the Class B Certificates  below
the  lesser  of (a) the  then-current  rating  assigned  to the Class B  Certificates  by such
rating  agency  and (b) the  original  rating  assigned  to the Class B  Certificates  by such
rating  agency.  Any  replacement  of the Limited  Guaranty or  Subordinate  Certificate  Loss
Obligation  pursuant to this Section shall be accompanied  by a written  Opinion of Counsel to
the substitute  guarantor or obligor,  addressed to the Master Servicer and the Trustee,  that
such  substitute  instrument  constitutes  a  legal,  valid  and  binding  obligation  of  the
substitute  guarantor or obligor,  enforceable  in accordance  with its terms,  and concerning
such other matters as the Master Servicer and the Trustee shall  reasonably  request.  Neither
the Company,  the Master  Servicer nor the Trustee  shall be  obligated to  substitute  for or
replace  the  Limited   Guaranty  or  Subordinate   Certificate   Loss  Obligation  under  any
circumstance.

               Section 13.02.  Amendments  Relating to the Limited  Guaranty.  Notwithstanding
Sections 11.01 or 13.01:  (i) the  provisions of this Article XIII may be amended,  superseded
or deleted,  (ii) the Limited  Guaranty or  Subordinate  Certificate  Loss  Obligation  may be
amended,  reduced  or  canceled,  and (iii) any other  provision  of this  Agreement  which is
related or  incidental  to the matters  described  in this  Article XIII may be amended in any
manner;  in each case by written  instrument  executed  or  consented  to by the  Company  and
Residential Funding but without the consent of any  Certificateholder  and without the consent
of the Master  Servicer or the Trustee being required  unless any such amendment  would impose
any  additional  obligation  on, or otherwise  adversely  affect the  interests of, the Master
Servicer or the Trustee,  as applicable;  provided that the Company shall also obtain a letter
from each  nationally  recognized  credit rating agency that rated the Class B Certificates at
the  request  of the  Company  to the  effect  that such  amendment,  reduction,  deletion  or
cancellation  will not lower the  rating on the Class B  Certificates  below the lesser of (a)
the  then-current  rating  assigned to the Class B Certificates  by such rating agency and (b)
the original  rating  assigned to the Class B Certificates  by such rating agency,  unless (A)
the Holder of 100% of the Class B  Certificates  is  Residential  Funding or an  Affiliate  of
Residential  Funding,  or (B) such amendment,  reduction,  deletion or cancellation is made in
accordance with Section  11.01(e) and,  provided  further that the Company obtains (subject to
the provisions of Section  10.01(f) as if the Company was  substituted for the Master Servicer
solely  for  the  purposes  of  such  provision),  in the  case  of a  material  amendment  or
supercession  (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  supercession  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]


                                       LIMITED GUARANTY


                               RESIDENTIAL ACCREDIT LOANS, INC.


                       Mortgage Asset-Backed Pass-Through Certificates
                                       Series ____-___


                                                             ________, 200__

__________________
__________________
__________________

Attention:  Residential Funding Company, LLC Series ____-___

Ladies and Gentlemen:

               WHEREAS,  Residential  Funding  Company,  LLC,  a  Delaware  limited  liability
company ("Residential  Funding"),  an indirect wholly-owned subsidiary of GMAC LLC, a Delaware
limited  liability  company  ("GMAC"),  plans to incur certain  obligations as described under
Section  13.01 of the Pooling and Servicing  Agreement  dated as of  ___________  1, ____ (the
"Servicing  Agreement"),  among Residential Accredit Loans, Inc. (the "Company"),  Residential
Funding and  __________________  (the  "Trustee") as amended by Amendment No.         thereto,
dated  as  of                  ,  with  respect  to  the  Mortgage  Asset-Backed  Pass-Through
Certificates, Series ____-___ (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 B  Certificates  with respect to
certain losses on the Mortgage Loans as described in the Servicing Agreement; and

               WHEREAS,  GMAC  desires  to  provide  certain  assurances  with  respect to the
ability of  Residential  Funding to secure  sufficient  funds and  faithfully  to perform  its
Subordinate Certificate Loss Obligation;

               NOW THEREFORE,  in  consideration  of the premises herein contained and certain
other good and  valuable  consideration,  the  receipt of which is hereby  acknowledged,  GMAC
agrees as follows:

1.      Provision  of Funds.  (a) GMAC agrees to  contribute  and  deposit in the  Certificate
Account on behalf of Residential  Funding (or otherwise provide to Residential  Funding, or to
cause to be made available to Residential  Funding),  either directly or through a subsidiary,
in any case  prior to the  related  Distribution  Date,  such  moneys  as may be  required  by
Residential  Funding to perform its  Subordinate  Certificate  Loss Obligation when and as the
same  arises  from time to time upon the demand of the  Trustee  in  accordance  with  Section
13.01 of the Servicing Agreement.

               (b)    The agreement  set forth in the preceding  clause (a) shall be absolute,
irrevocable and  unconditional  and shall not be affected by the transfer by GMAC or any other
person  of  all  or any  part  of  its  or  their  interest  in  Residential  Funding,  by any
insolvency,  bankruptcy,  dissolution or other proceeding affecting Residential Funding or any
other person,  by any defense or right of  counterclaim,  set-off or recoupment  that GMAC may
have against  Residential  Funding or any other  person or by any other fact or  circumstance.
Notwithstanding  the foregoing,  GMAC's  obligations under clause (a) shall terminate upon the
earlier of (x)  substitution  for this Limited  Guaranty  pursuant to Section  13.01(f) of the
Servicing  Agreement,  or (y) the  termination  of the Trust Fund  pursuant  to the  Servicing
Agreement.

2.      Waiver.  GMAC hereby waives any failure or delay on the part of  Residential  Funding,
the Trustee or any other person in  asserting or enforcing  any rights or in making any claims
or  demands  hereunder.  Any  defective  or  partial  exercise  of any such  rights  shall not
preclude any other or further  exercise of that or any other such right.  GMAC further  waives
demand,  presentment,  notice of default,  protest, notice of acceptance and any other notices
with respect to this  Limited  Guaranty,  including,  without  limitation,  those of action or
nonaction on the part of Residential Funding or the Trustee.

3.      Modification,  Amendment  and  Termination.  This  Limited  Guaranty  may be modified,
amended or terminated  only by the written  agreement of GMAC and the Trustee and only if such
modification,  amendment or  termination  is permitted  under  Section  13.02 of the Servicing
Agreement.  The  obligations of GMAC under this Limited  Guaranty shall continue and remain in
effect so long as the  Servicing  Agreement  is not  modified or amended in any way that might
affect the obligations of GMAC under this Limited  Guaranty  without the prior written consent
of GMAC.

4.      Successor.  Except as otherwise  expressly  provided herein,  the guarantee herein set
forth shall be binding upon GMAC and its respective successors.

5.      Governing  Law.  This Limited  Guaranty  shall be governed by the laws of the State of
New York.

6.      Authorization  and Reliance.  GMAC  understands  that a copy of this Limited  Guaranty
shall be delivered to the Trustee in  connection  with the execution of Amendment No. 1 to the
Servicing  Agreement  and GMAC  hereby  authorizes  the Company and the Trustee to rely on the
covenants and agreements set forth herein.

7.      Definitions.  Capitalized  terms used but not otherwise  defined herein shall have the
meaning given them in the Servicing Agreement.

8.      Counterparts.  This Limited  Guaranty  may be executed in any number of  counterparts,
each of which shall be deemed to be an original and such  counterparts  shall  constitute  but
one and the same instrument.

               IN WITNESS  WHEREOF,  GMAC has caused this Limited  Guaranty to be executed and
delivered by its respective  officers  thereunto duly  authorized as of the day and year first
above written.



                                            GMAC LLC


                                            By: _________________________
                                            Name: _______________________
                                            Title:_______________________


Acknowledged by:


__________________,
    as Trustee


By: _______________________
Name: _____________________
Title: ____________________



RESIDENTIAL ACCREDIT LOANS, INC.


By:  ______________________
Name: _____________________
Title: ____________________








                                          EXHIBIT M


                 FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN


                                                                  ___________, 20

Residential Accredit Loans, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota  55437

__________________
__________________
__________________

Attention:  Residential Funding Company, LLC Series ____-___

               Re:    Mortgage Asset-Backed Pass-Through Certificates,
                      Series ____-___ Assignment of Mortgage Loan

Ladies and Gentlemen:

     This   letter   is   delivered   to  you   in   connection   with   the   assignment   by
__________________________________               (the               "Trustee")              to
________________________________________(the  "Lender") of (the "Mortgage  Loan")  pursuant to
Section  3.13(d)  of  the  Pooling  and  Servicing   Agreement  (the  "Pooling  and  Servicing
Agreement"), dated as of ___________ 1, ____ among Residential Accredit Loans, Inc., as seller
(the "Company"),  Residential Funding Company,  LLC, as Master Servicer,  and the Trustee. All
terms used herein and not  otherwise  defined shall have the meanings set forth in the Pooling
and  Servicing  Agreement.  The Lender  hereby  certifies,  represents  and  warrants  to, and
covenants with, the Master Servicer and the Trustee that:

(i) the Mortgage Loan is secured by Mortgaged  Property  located in a jurisdiction in which an
assignment in lieu of  satisfaction  is required to preserve lien priority,  minimize or avoid
mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the laws
of such jurisdiction;

(ii) the substance of the assignment is, and is intended to be, a refinancing of such Mortgage
Loan and the form of the  transaction is solely to comply with, or facilitate the  transaction
under, such local laws;

(iii) the Mortgage Loan following the proposed  assignment  will be modified to have a rate of
interest at least 0.25 percent below or above the rate of interest on such Mortgage Loan prior
to such proposed assignment; and

(iv) such assignment is at the request of the borrower under the related Mortgage Loan.



                                            Very truly yours,



                                            (Lender)


                                            By: __________________________
                                            Name: ________________________
                                            Title: _______________________







                                          EXHIBIT N


                                 FORM OF REQUEST FOR EXCHANGE

                                                                                        [DATE]

__________________
__________________
__________________

               Re:    Residential Accredit Loans, Inc.,
                      Mortgage Asset-Backed Pass-Through Certificates,
                      Series ____-___

               Residential Funding Company, LLC, as the Holder of a __________% Percentage
Interest of the [Interest Only/Class A-V][-1] Certificates, hereby requests the Trustee to
exchange the above-referenced Certificates for the Subclasses referred to below:

1.   [Interest  Only/Class A-V]- Certificates,  corresponding to the following  Uncertificated
     REMIC Regular Interests:  [List numbers corresponding to the related loans and Pool Strip
     Rates from the Mortgage Loan  Schedule].  The initial  Subclass  Notional  Amount and the
     Initial  Pass-Through  Rate on the  [Interest  Only/Class  A-V]-  Certificates  will be $
     ____________ and ________%, respectively.

2.   [Repeat as appropriate.]

               The Subclasses requested above will represent in the aggregate all of the
Uncertificated REMIC Regular Interests represented by the [Interest Only/Class A-V][-1]
Certificates surrendered for exchange.

               All capitalized terms used but not defined herein shall have the meanings set
forth in the Pooling and Servicing Agreement, dated as of ___________ 1, ____, among
Residential Accredit Loans, Inc., Residential Funding Company, LLC and __________________,
as trustee.



                                            RESIDENTIAL FUNDING COMPANY, LLC



                                            By:  _______________________________
                                            Name:_______________________________
                                            Title:______________________________








                                          EXHIBIT O

                               Form of Form 10-K Certification


        I, [identify the certifying individual], certify that:

        1.     I have reviewed this report on Form 10-K and all reports on Form 10-D required
to be filed in respect of the period covered by this report on Form 10-K of the trust (the
"Exchange Act periodic reports") created pursuant to the Series Supplement dated
___________________ to the Standard Terms of Pooling and Servicing Agreement dated
____________________ (together, the "P&S Agreement") among Residential Accredit Loans, Inc.,
Residential Funding Company, LLC (the "Master Servicer") and [Name of Trustee] (the
"Trustee");

        2.     Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do
not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;

        3.     Based on my knowledge, all of the distribution, servicing and other
information required to be provided under Form 10-D for the period covered by this report is
included in the Exchange Act periodic reports;

        4.     I am responsible for reviewing the activities performed by the Master Servicer
and based on my knowledge and the compliance review conducted in preparing the servicer
compliance statement required in this report under Item 1123 of Regulation AB, and except a
disclosed in the Exchange Act periodic reports, the Master Servicer has fulfilled its
obligations under the P&S Agreement; and

        5.     All of the reports on assessment of compliance with servicing criteria for
asset-backed securities and their related attestation reports on assessment of compliance
with servicing criteria for asset-backed securities required to be included in this report
in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have
been included as an exhibit to this report, except as otherwise disclosed in this report.
Any material instances of noncompliance described in such reports have been disclosed in
this report on Form 10-K.

        In giving the certifications above, I have reasonably relied on the information
provided to me by the following unaffiliated parties: [the Trustee].

Date:_______________________



____________________________*
[Signature]
[Title:]

* to be signed by the senior officer in charge of the servicing functions of the Master
Servicer






                                          EXHIBIT P


                   [FORM OF BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE]

        The undersigned, a Responsible Officer of [_________] (the "Trustee") certifies that:

        (a)    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 [_________], 20[__] (the "Agreement") by and among [__________], as depositor,
Residential Funding Company, LLC, as Master Servicer, and the Trustee in accordance with the
standards set forth therein.

        (b)    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 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 Q

     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





                                          EXHIBIT R


                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 custodial bank     |X| (as to accounts
                       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 an         |X| (as to investors
                       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               |X| (as to accounts
                       separately maintained (e.g., with respect to commingling of cash) as set        held by Trustee)
1122(d)(2)(iv)         forth in the transaction agreements.
---------------------- --------------------------------------------------------------------------- -------------------------
1122(d)(2)(v)          Each custodial account is maintained at a federally insured depository
                       institution as set forth in the transaction agreements. For purposes of
                       this criterion, "federally insured depository institution" with respect
                       to a foreign financial institution means a foreign financial institution
                       that meets the requirements of Rule 13k-1(b)(1) of the Securities
                       Exchange Act.
---------------------- --------------------------------------------------------------------------- -------------------------
1122(d)(2)(vi)         Unissued checks are safeguarded so as to prevent unauthorized access.
---------------------- --------------------------------------------------------------------------- -------------------------
1122(d)(2)(vii)        Reconciliations are prepared on a monthly basis for all asset-backed
                       securities related bank accounts, including custodial accounts and
                       related bank clearing accounts. These reconciliations are (A)
                       mathematically accurate; (B) prepared within 30 calendar days after the
                       bank statement cutoff date, or such other number of days specified in the
                       transaction agreements; (C) reviewed and approved by someone other than
                       the person who prepared the reconciliation; and (D) contain explanations
                       for reconciling items. These reconciling items are resolved within 90
                       calendar days of their original identification, or such other number of
                       days specified in the transaction agreements.
---------------------- --------------------------------------------------------------------------- -------------------------
                                           INVESTOR REMITTANCES AND REPORTING
---------------------- --------------------------------------------------------------------------- -------------------------
1122(d)(3)(i)          Reports to investors, including those to be filed with the Commission,
                       are maintained in accordance with the transaction agreements and
                       applicable Commission requirements. Specifically, such reports (A) are
                       prepared in accordance with timeframes and other terms set forth in the
                       transaction agreements; (B) provide information calculated in accordance
                       with the terms specified in the transaction agreements; (C) are filed
                       with the Commission as required by its rules and regulations; and (D)
                       agree with investors' or the trustee's records as to the total unpaid
                       principal balance and number of pool assets serviced by the servicer.
---------------------- --------------------------------------------------------------------------- -------------------------
1122(d)(3)(ii)         Amounts due to investors are allocated and remitted in accordance with                |X|
                       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 days specified               |X|
1122(d)(3)(iii)        in the transaction agreements.
---------------------- --------------------------------------------------------------------------- -------------------------
                       Amounts remitted to investors per the investor reports agree with                     |X|
1122(d)(3)(iv)         cancelled checks, or other form of payment, or custodial bank 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 the
1122(d)(4)(ii)         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
1122(d)(4)(xiii)       number of days specified in the transaction 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 as set forth in              |X|
1122(d)(4)(xv)         the transaction agreements.
---------------------- --------------------------------------------------------------------------- -------------------------

(1) Only paragraph (a) for Class P Certificates.

(2) Class B Certificateholders may represent to either (a) or (b).






                                        EXHIBIT FOUR-A

                                  CERTIFICATE SWAP AGREEMENT



                                   (PROVIDED UPON REQUEST)








                                        EXHIBIT FOUR-B

                                  CLASS A-1-A SWAP AGREEMENT



                                   (PROVIDED UPON REQUEST)








                                       EXHIBIT FIVE-A:

                                     SB-AM SWAP AGREEMENT



                                   (PROVIDED UPON REQUEST)






                                       EXHIBIT FIVE-B:

                                    SB-A1A SWAP AGREEMENT



                                   (PROVIDED UPON REQUEST)






                                         EXHIBIT SIX

                     FORM OF CLASS SB CERTIFICATE TRANSFEROR CERTIFICATE
                                 (REGULATION S TO RULE 144A)

                                                                          Date:  _____________
Residential Accredit Loans, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437

Deutsche Bank Trust Company Americas
1761 East St. Andrew Place
Santa Ana, California  92705-4934

Attention:  Residential Funding Company, LLC Series 2007-QA4

               RE:    Mortgage Asset-Backed Pass-Through Certificates,
                      Series 2007-QA4, Class SB Certificates

Ladies and Gentlemen:

        Reference  is hereby made to the Series  Supplement,  dated as of May 1, 2007,  to the
Standard  Terms of Pooling and Servicing  Agreement,  dated as of May 1, 2007  (together,  the
"Pooling  Agreement")  among  Residential  Accredit  Loans,  Inc., as seller (the  "Company"),
Residential  Funding  Company,  LLC,  as master  servicer,  and  Deutsche  Bank Trust  Company
Americas,  as trustee (the  "Trustee")..  Capitalized  terms used but not defined herein shall
have the meanings ascribed to such terms in the Pooling Agreement.

        This letter  relates to  U.S.$[____________]  aggregate  principal  amount of Class SB
Certificates  which are held in certificated  form of a beneficial  interest in a Regulation S
Class SB  Certificate  (CUSIP/CINS)  No.  [____________])  registered  in the name of [name of
transferor]  (the  "Transferor")  in connection  with the exchange or transfer of interests in
such Class SB Certificates,  in the certificated form of an equivalent  beneficial interest in
a Rule 144A Class SB Certificate, to [name of transferee] (the "Transferee").

        In connection with such exchange or transfer,  the Transferor does hereby certify that
such exchange or transfer has been effected in accordance with the transfer  restrictions  set
forth in the  Pooling  Agreement  relating  to the Class SB  Certificates  and  that:  (a) the
Transferor  and any person acting on its behalf  reasonably  believes that the Transferee is a
Qualified  Institutional  Buyer and is  obtaining  the  beneficial  interest in a  transaction
meeting the  requirements of Rule 144A and in accordance  with any applicable  securities laws
of any state of the  Untied  States  or any other  jurisdiction,  (b) the  transfer  meets the
requirements  of Rule 144A or is a  transaction  exempt  from  registration  under the  United
States  Securities Act of 1933, as amended (the  "Securities  Act") and is in accordance  with
any  applicable  securities  laws of any state of the  United  States or any other  applicable
jurisdiction,  and  (c)  the  transaction  is not  part  of a plan  or  scheme  to  evade  the
registration requirements of the Securities Act.
        You are entitled to rely upon this letter and are  irrevocably  authorized  to produce
this  letter  or a copy  hereof  to  any  interested  party  in any  administrative  or  legal
proceedings or official  inquiry with respect to the matters  covered  hereby.  The Transferor
also agrees to provide,  if  requested,  any  additional  information  that may be required to
substantiate  the  Transferee's  status as a  Qualified  Institutional  Buyer or to  otherwise
determine the eligibility of the Transferee to purchase Securities of the Issuer.

        We  acknowledge  that  you  and  other  persons  will  rely  upon  our   confirmation,
acknowledgments,  representations,  warranties, covenants and agreements set forth herein, and
we hereby  irrevocably  authorize  you and such other persons to produce this letter or a copy
hereof to any interested party in any  administrative  or legal proceeding or official inquiry
with respect to the matters covered hereby.

        THIS LETTER SHALL BE GOVERNED BY, AND  CONSTRUED IN ACCORDANCE  WITH,  THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS.


                                            Very truly yours,


                                            (Transferor)



                                            By: _______________________
                                            Name:
                                            Title:







                                        EXHIBIT SEVEN

                     FORM OF CLASS SB CERTIFICATE TRANSFEROR CERTIFICATE
                                 (RULE 144A TO REGULATION S)

                                                                          Date:  _____________

Residential Accredit Loans, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437

Deutsche Bank Trust Company Americas
1761 East St. Andrew Place
Santa Ana, California  92705-4934

Attention:  Residential Funding Company, LLC Series 2007-QA4

               RE:    Mortgage Asset-Backed Pass-Through Certificates,
                      Series 2007-QA4, Class SB Certificates


        Reference  is hereby made to the Series  Supplement,  dated as of May 1, 2007,  to the
Standard  Terms of Pooling and Servicing  Agreement,  dated as of May 1, 2007  (together,  the
"Pooling  Agreement")  among  Residential  Accredit  Loans,  Inc., as seller (the  "Company"),
Residential  Funding  Company,  LLC,  as master  servicer,  and  Deutsche  Bank Trust  Company
Americas,  as trustee (the  "Trustee")..  Capitalized  terms used but not defined herein shall
have the meanings ascribed to such terms in the Pooling Agreement.

        This letter relates to  U.S.$[______________]  aggregate  principal amount of Class SB
Certificates  which are held in the form of a beneficial  interest in a certificated Rule 144A
Certificate  (CUSIP/CINS) No.  [____________)]  registered in the name of [name of transferor]
(the  "Transferor")  in  connection  with  the  exchange  or  transfer  of  interests  in such
Certificates,  in the form of an  equivalent  beneficial  interest in a  Regulation S Class SB
Certificate to [name of transferee] (the "Transferee").

        In connection with such exchange or transfer,  the Transferor does hereby certify that
such exchange or transfer has been effected in accordance with the transfer  restrictions  set
forth in the Pooling  Agreement and that:  (a) the offer of the  Securities  was not made to a
person in the United  States,  (b) at the time the buy order was  originated,  the  Transferee
was  outside  the  United  States  or the  Transferor  and any  person  acting  on its  behalf
reasonably  believed  that the  Transferee  was  outside  the United  States,  (c) no directed
selling  efforts have been made in  contravention  of the  requirements  of Rule 903 or 904 of
Regulation  S, as  applicable,  (d) the  transaction  is not part of a plan or scheme to evade
the  registration  requirements  of the United States  Securities Act of 1933, as amended (the
"Securities Act"), and (e) the Transferee is not a U.S. Person.

        You are entitled to, and we  acknowledge  that you and other persons  will,  rely upon
our confirmation, acknowledgments,  representations,  warranties, covenants and agreements set
forth herein, and we hereby  irrevocably  authorize you and such other persons to produce this
letter or a copy hereof to any interested party in any  administrative  or legal proceeding or
official inquiry with respect to the matters covered hereby.

        The Transferor also agrees to provide, if requested,  any additional  information that
may be required to substantiate the  Transferee's  status as a non U.S. Person or to otherwise
determine the eligibility of the Transferee to purchase the Class SB Certificates.

        THIS LETTER SHALL BE GOVERNED BY, AND  CONSTRUED IN ACCORDANCE  WITH,  THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS.



                                            Very truly yours,


                                            (Transferor)



                                            By:  _______________________
                                            Name:
                                            Title:






                                        EXHIBIT EIGHT

                     FORM OF CLASS SB CERTIFICATE TRANSFEREE CERTIFICATE

                                                                       Date:  ________________

Residential Accredit Loans, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437

Deutsche Bank Trust Company Americas
1761 East St. Andrew Place
Santa Ana, California  92705-4934

Attention:  Residential Funding Company, LLC Series 2007-QA4

               RE:    Mortgage Asset-Backed Pass-Through Certificates,
                      Series 2007-QA4, Class SB Certificates


        Reference  is hereby made to the Series  Supplement,  dated as of May 1, 2007,  to the
Standard  Terms of Pooling and Servicing  Agreement,  dated as of May 1, 2007  (together,  the
"Pooling  Agreement")  among  Residential  Accredit  Loans,  Inc., as seller (the  "Company"),
Residential  Funding  Company,  LLC,  as master  servicer,  and  Deutsche  Bank Trust  Company
Americas,  as trustee (the  "Trustee")..  Capitalized  terms used but not defined herein shall
have the meanings ascribed to such terms in the Pooling Agreement.

        This letter relates to U.S.$[__________] aggregate principal amount of Class SB
Certificates (the "Certificates") which are held in the form of:

[OPTION 1   USE AS APPLICABLE]
[a beneficial  interest in a certificated  Regulation S Class SB Certificate  (CUSIP/CINS) No.
[______])  registered in the name of [name of  transferor]  (the  "Transferor")  in connection
with  the  exchange  or  transfer  of  interests  in  such  Certificates,  in the  form  of an
equivalent  beneficial  interest in a Rule 144A Class SB Certificate,  to [name of transferee]
(the "Transferee").]

[OPTION 2   USE AS APPLICABLE]
[a beneficial  interest in a  certificated  Rule 144A Class SB  Certificate  (CUSIP/CINS)  No.
[________])  registered in the name of [name of transferor]  (the  "Transferor") in connection
with  the  exchange  or  transfer  of  interests  in  such  Certificates,  in the  form  of an
equivalent  beneficial  interest  in  a  Regulation  S  Class  SB  Certificate,  to  [name  of
transferee] (the "Transferee").]

        In connection with such exchange or transfer,  the Transferee does hereby certify that
such exchange or transfer has been effected in accordance with the transfer  restrictions  set
forth in the Pooling Agreement relating to the Certificates and that:

(a)     The Transferee (A) is [not a U.S. person and is purchasing the  Certificates  pursuant
       to  Rule  903 or 904 of  Regulation  S (a  "Regulation  S  Purchaser")][  a  "qualified
       institutional  buyer" within the meaning of Rule 144A under the  Securities  Act ("Rule
       144A")  and  have  completed  either  of the  forms  of  certification  to that  effect
       attached  hereto as Annex 1 or Annex 2 (a  "Qualified  Institutional  Buyer")],  (B) is
       aware that the sale of  Certificates  to it is being made in reliance on the  exemption
       from  registration  provided by [Rule 144A] [Regulation S] under the Securities Act and
       (C) understands  that the Certificates  offered in reliance on [Rule 144A]  [Regulation
       S] under the  Securities  Act will bear the legend set forth the Pooling  Agreement and
       be represented by one or more  certificated  [Regulation S Class SB  Certificates][Rule
       144A Class SB Certificates].

(b)     The Transferee has such knowledge and experience in financial and business  matters as
       to  be  capable  of  evaluating   the  merits  and  risks  of  its  investment  in  the
       Certificates,  and the Transferee and any accounts for which it is acting are each able
       to bear  the  economic  risk of the  Transferee's  or its  investment.  The  Transferee
       understands  that in the event that at any time that such Transferee was in breach,  at
       the time given,  of any of the  representations  or agreements set forth in this clause
       (a), the acquisition of the related Certificates shall be void.

(c)     The  Transferee   understands   that  the  Certificates  are  being  offered  only  in
       transactions  not  involving  any  public  offering  in the  United  States  within the
       meaning  of the  Securities  Act.  The  Certificates  have  not  been  and  will not be
       registered  under the Securities  Act, and, if in the future the Transferee  decides to
       offer,  resell,  pledge or otherwise  transfer the Certificates,  such Certificates may
       be offered,  resold,  pledged or  otherwise  transferred  only in  accordance  with the
       Pooling  Agreement  and legend on such  Certificates  set forth in Exhibit  C-II to the
       Pooling  Agreement.  The Transferee  acknowledges that no representation is made by the
       Trustee,  the Company or the Master  Servicer as to the  availability  of any exemption
       under the Securities  Act or any securities  laws of any state in the United States for
       resale of the Certificates.

(d)     The  Transferee  is  not  purchasing  the  Certificate  with a  view  to  the  resale,
       distribution  or other  disposition  thereof in  violation of the  Securities  Act. The
       Transferee  understands that an investment in the Certificates  involves certain risks,
       including  the  risk of  loss of all or a  substantial  part  of its  investment  under
       certain  circumstances.  The  Transferee  has had  access to such  financial  and other
       information  concerning the Trust Fund and the  Certificates as it deemed  necessary or
       appropriate  in order to make an  informed  investment  decision  with  respect  to its
       purchase of the  Certificates,  including an  opportunity  to ask questions of and make
       reasonable requests for information from the Trustee and the Transferor.

(e)     In  connection  with the purchase of the  Certificates:  (i) none of the Trustee,  the
       Company,  the Master Servicer or the Certificate  Registrar is acting as a fiduciary or
       financial  or  investment  advisor  for the  Transferee;  (ii)  the  Transferee  is not
       relying  (for  purposes  of making  any  investment  decision  or  otherwise)  upon any
       advice,  counsel  or  representations  (whether  written or oral) of the  Trustee,  the
       Company,  the Master Servicer or the  Certificate  Registrar other than, in the case of
       the  Trust  Fund,  in a  current  offering  memorandum  for such  Certificates  and any
       representations  expressly  set forth in a written  agreement  with such  party;  (iii)
       none of the Trustee,  the Company or the Master  Servicer  has given to the  Transferee
       (directly  or  indirectly  through  any other  person)  any  assurance,  guarantee,  or
       representation  whatsoever  as to the  expected or  projected  success,  profitability,
       return,  performance,   result,  effect,  consequence,  or  benefit  (including  legal,
       regulatory,  tax,  financial,  accounting  or  otherwise)  of its  purchase;  (iv)  the
       Transferee has consulted with its own legal,  regulatory,  tax,  business,  investment,
       financial,  and accounting  advisors to the extent it has deemed necessary,  and it has
       made its own investment  decisions  (including  decisions  regarding the suitability of
       any  transaction  pursuant to the Pooling  Agreement)  based upon its own  judgment and
       upon any advice  from such  advisors as it has deemed  necessary  and not upon any view
       expressed by the Trustee,  the Company or the Master  Servicer;  and (v) the Transferee
       is  purchasing  the  Certificates  with a  full  understanding  of  all  of the  terms,
       conditions and risks thereof  (economic and  otherwise),  and it is capable of assuming
       and willing to assume (financially and otherwise) those risks.

(f)     Neither  the  Transferee  nor any  account  for  which  the  Transferee  is  acquiring
       Certificates  was formed for the purpose of  acquiring  any  Certificates  (except when
       each  beneficial  owner of the  Transferee  and each such  account is a  [Regulation  S
       Purchaser][Qualified  Purchaser]).  The  Transferee and each such account for which the
       Transferee  is acquiring  Certificates  agrees that it will not hold such  Certificates
       for the benefit of any other person and will be the sole  beneficial  owner thereof for
       all  purposes and that it will not sell  participations  in the  Certificates  or enter
       into any other  arrangement  pursuant  to which any other  person will be entitled to a
       beneficial  interest in the  distributions on Certificates  (except when any such other
       person is a  [Regulation  S  Purchaser][Qualified  Purchaser]  or unless the Trustee in
       its sole  discretion  and with the advice of  counsel  in  respect  of U.S.  securities
       laws,  expressly  otherwise  permits).  The Transferee  understands and agrees that any
       purported  transfer of the  Certificates  to a transferee that does not comply with the
       requirements  of this  clause  (f) will be null and void ab initio and will vest in the
       transferee  no rights  against the Trustee,  the Company,  the Master  Servicer and the
       Certificate  Registrar.  The Transferee  understands that in the event that at any time
       that such Transferee was in breach,  at the time given,  of any of the  representations
       or  agreements  set forth in  paragraph  (a)  above,  the  acquisition  of the  related
       Certificates shall be void.

(g)     The Transferee  understands that the Certificates will bear the applicable legends set
       forth in Exhibit C-II to the Pooling  Agreement.  The  Certificates may not at any time
       be  resold,   pledged  or   transferred   to  U.S.   Persons  that  are  not  Qualified
       Institutional  Buyers.  The  Transferee  must inform a  prospective  transferee  of the
       transfer  restrictions.  Before any interest in a Certificate  may be offered,  resold,
       pledged  or  otherwise  transferred  to a person  who takes  delivery  in the form of a
       Certificate,  the  Transferee  and the  subsequent  transferee  will,  in each case, be
       required to provide the Trustee with a written  certification  in the form  provided in
       Exhibit  Eight (in the case of the  subsequent  transferee)  and Exhibit Six or Exhibit
       Seven,  as  applicable,  of the Pooling  Agreement as to  compliance  with the transfer
       restrictions.

(h)     The Transferee will not, at any time,  offer to buy or offer to sell the  Certificates
       by any form of general  solicitation  or  advertising,  including,  but not limited to,
       any advertisement,  article,  notice of other communication published in any newspaper,
       magazine  or  similar  medium or  broadcast  over  television  or radio or  seminar  or
       meeting whose attendees have been invited by general solicitations or advertisings.

(i)     On each day the Transferee holds the Certificates or any beneficial  interest therein,
       the Transferee [check either clause (1) or (2)]:

1.      [_____] is not a Plan or an entity  whose  underlying  assets  include  "plan  assets"
                  (within  the meaning of Section  3(42) of ERISA and 29 C.F.R.ss. 2510.3 101)
                  by reason of such Plan's investment in the entity; or

2.      [_____] if the  Transferee  is an entity  described in the  preceding  clause (i), the
                  purchase,  holding and  disposition  of a  Certificate,  as the case may be,
                  will not  constitute  or result in a prohibited  transaction  under  Section
                  406 of ERISA or  Section  4975 of the Code or any  similar  federal,  state,
                  local or non-U.S.  law applicable to any governmental,  church,  non-U.S. or
                  other plan, as applicable,  for which no exemption is available,  all of the
                  conditions of which are satisfied.

        Any  purported  purchase or transfer of  Certificates  to a  Transferee  that does not
comply  with the  requirements  of this  clause  (i) shall be null and void ab initio and will
vest in the transferee no rights against the Trustee.

        You are entitled to rely upon this letter and are  irrevocably  authorized  to produce
this  letter  or a copy  hereof  to  any  interested  party  in any  administrative  or  legal
proceedings or official  inquiry with respect to the matters  covered  hereby.  The Transferee
also agrees to provide,  if  requested,  any  additional  information  that may be required to
substantiate  the  Transferee's  status as a Qualified  Institutional  Buyer or a Regulation S
Purchaser,  as  applicable,  or to otherwise  determine the  eligibility  of the Transferee to
purchase Certificates of the Trust Fund.

        We  acknowledge  that  you  and  other  persons  will  rely  upon  our   confirmation,
acknowledgments,  representations,  warranties, covenants and agreements set forth herein, and
we hereby  irrevocably  authorize  you and such other persons to produce this letter or a copy
hereof to any interested party in any  administrative  or legal proceeding or official inquiry
with respect to the matters covered hereby.

        THIS LETTER SHALL BE GOVERNED BY, AND  CONSTRUED IN ACCORDANCE  WITH,  THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS.




                                            Very truly yours,


                                            (Transferee)



                                            By:  ___________________________
                                            Name:
                                            Title:







                                                                                       ANNEX 1

                   QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

                 [For Transferees Other Than Registered Investment Companies]

The undersigned  (the "Buyer")  hereby  certifies as follows to the parties listed in the Rule
144A  Transferee  Certificate  to  which  this  certification  relates  with  respect  to  the
Certificates described therein:

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" within the meaning of Rule 144A under the  Securities  Act of 1933,  as amended  ("Rule
144A"),   because   (i)  the  Buyer  owned   and/or   invested   on  a   discretionary   basis
$____________________(1)  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 of 1986, as amended.

               ___    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, a copy of which is attached hereto.

               ___    Broker dealer.  The Buyer is a dealer registered  pursuant to Section 15
               of the Securities Exchange Act of 1934, as amended.

               ___    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,
               territory or the District of Columbia.

               ___    State or Local Plan. The Buyer is a plan  established  and maintained by
               a State, its political  subdivisions,  or any agency or  instrumentality of the
               State or its political subdivisions, for the benefit of its employees.

               ___    ERISA Plan. The Buyer is an employee  benefit plan within the meaning of
               Title I of the Employee Retirement Income Security Act of 1974, as amended.

               ___    Investment Advisor.  The Buyer is an investment advisor registered under
               the Investment Advisors Act of 1940, as amended.

               ___    Small  Business  Investment  Company.  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  Advisors  Act of
               1940, as amended.

               ___    Other.  The Buyer is an entity  all of the  equity  holders of which are
               qualified institutional buyers.

__________________________
        (1) Buyer must own and/or invest on a discretionary basis at least $100,000,000 in
securities unless Buyer is 1 a dealer, and, in that case, Buyer must own and/or invest on a
discretionary basis at least $10,000,000 in securities.








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)  securities  issued or guaranteed
by the U.S. or any  instrumentality  thereof  (iv);  bank deposit  notes and  certificates  of
deposit;  (v) loan  participations;  (vi) repurchase  agreements;  (vii)  securities owned but
subject to a repurchase agreement; and (viii) 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,
except (i) where the Buyer  reports its  securities  holdings in its  financial  statements on
the basis of their market value,  and (ii) no current  information with respect to the cost of
those securities has been published.  If clause (ii) in the preceding  sentence  applies,  the
securities may be valued at market.  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,  as
amended.

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.

6.      Until the date of  purchase  of the  Certificates,  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 the  Certificates
will  constitute a reaffirmation  of this  certification  as of the date of such purchase.  In
addition,  if the Buyer is a bank or savings  and loan as  provided  above,  the Buyer  agrees
that it will furnish to such parties updated annual financial  statements  promptly after they
become available.



                                                   Print Name of the Buyer


                                                   By:_________________________
                                                          Name:
                                                          Title:
                                                          Date:







                                                                                       ANNEX 2

                   QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

                  [For Transferees That are Registered Investment Companies]

The undersigned  (the "Buyer")  hereby  certifies as follows to the parties listed in the Rule
144A  Transferee  Certificate  to  which  this  certification  relates  with  respect  to  the
Certificates described therein:

1.      As indicated  below,  the  undersigned is the President,  Chief  Financial  Officer or
Senior  Vice  President  of the Buyer or, if the Buyer is a  "qualified  institutional  buyer"
within the meaning of Rule 144A under the  Securities  Act of 1933, as amended  ("Rule 144A"),
because the Buyer is part of a Family of Investment  Companies (as defined below),  is such an
officer of the Adviser.

2.      In connection  with  purchases by the Buyer,  the Buyer is a "qualified  institutional
buyer"  within  the  meaning  of Rule  144A  because  (i) the Buyer is an  investment  company
registered  under the  Investment  Company Act of 1940, as amended,  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,  except (i) where the Buyer or the Buyer's  Family of Investment  Companies  reports its
securities  holdings in its financial  statements on the basis of their market value, and (ii)
no current  information  with respect to the cost of those  securities has been published.  If
clause (ii) in the preceding sentence applies, the securities may be valued at market.

               ___    The  Buyer  owned  $_________________  in  securities  (other  than  the
               excluded  securities  referred  to  below)  as of the end of the  Buyer's  most
               recent fiscal year (such amount being calculated in accordance with Rule 144A).

               ___    The Buyer is part of a Family of  Investment  Companies  which  owned in
               the  aggregate  $_______  in  securities  (other than the  excluded  securities
               referred to below) as of the end of the Buyer's  most recent  fiscal year (such
               amount being calculated in accordance with Rule 144A).

3.      The term "Family of Investment  Companies" as used herein means two or more registered
investment  companies (or series thereof) that have the same investment  adviser or investment
advisers that are  affiliated  (by virtue of being  majority  owned  subsidiaries  of the same
parent or because one investment adviser is a majority owned subsidiary of the other).

4.      The term  "securities"  as used herein does not include (i) securities of issuers that
are  affiliated  with the Buyer or are part of the  Buyer's  Family of  Investment  Companies;
(ii) securities issued or guaranteed by the U.S. or any  instrumentality  thereof;  (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.

5.      The Buyer is familiar with Rule 144A and  understands  that the parties  listed in the
Rule 144A  Transferee  Certificate  to which this  certification  relates are relying and will
continue to rely on the  statements  made  herein  because one or more sales to the Buyer will
be in reliance on Rule 144A.  In  addition,  the Buyer will only  purchase for the Buyer's own
account.

6.      Until the date of  purchase  of the  Certificates,  the  undersigned  will  notify the
parties listed in the Rule 144A  Transferee  Certificate to which this  certification  relates
of any changes in the  information  and conclusions  herein.  Until such notice is given,  the
Buyer's  purchase of the Certificates  will constitute a reaffirmation  of this  certification
by the undersigned as of the date of such purchase.



                                                   Print Name of the Buyer


                                                   By: ____________________
                                                           Name:
                                                           Title:

                                                   IF AN ADVISER:



                                                   Print Name of Buyer
                                                   Date:
RALI Series 2007-QA4 Trust 8-K
